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`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF NEW YORK
`_________________________________________________________________________x
`
`JACK BRITVAN, as a limited partner in 31 East 1St Street
`Associates, LP, on behalf of himself and derivatively
`in the right of 31 East 1St Street Associates, LP,
`
`Index No.
`
`File Date:
`
`Plaintiff,
`
`SUMMONS
`
`-against-
`
`MAXINE GILBERT, individually and as personal
`representative of the Estate of Benjamin Gilbert;
`31 EAST 1ST CORP; DAVID OHEBSHALOM;
`BIG APPLE MANAGEMENT, LLC; and BAJA 31 LLC,
`
`Defendants,
`
`31 EAST 15T STREET ASSOCIATES, LP,
`
`Plaintiffs Address:
`44 Holiday Pond Road
`Jericho, NY 11753
`
`Plaintiff designates
`New York County
`as the place of trial
`
`The basis of venue is
`parties’ residence
`
`Nominal Defendant.
`————————————————————————————————————————————————————————————————————————x
`
`TO THE ABOVE NAMED DEFENDANTS:
`
`YOU ARE HEREBY SUMMONED to answer the complaint in this action and to
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`serve a copy of your answer, or if the complaint was not served with this summons, to
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`serve a notice of appearance, on the plaintiff s attorneys within 20 days after the service of
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`this summons, exclusive of the day of service (or within 30 days after the service is
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`complete if this summons is not personally delivered to you within the State of New
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`York); and in case of your failure to appear or answer, judgment will be taken against you.
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`GALLE DREYER & BERKEY, LLP
`
`
`
`845 Third Avenue
`
`New York, New York 10022
`
`(212) 935-3131
`
`Attorneys for Plaintiff
`
`Dated: New York, New York
`
`September 11, 2017
`
`TO:
`
`Maxine Gilbert
`
`19566 NE 37th Avenue
`
`Aventura, Florida 3 3 180
`
`31 East lSt Corp.
`c/o Big Apple Management, LLC
`347 5th Avenue, Suite 1201
`New York, New York 10016
`
`David Ohebshalom
`
`2 Grenwolde Drive
`
`Great Neck, New York 11024
`
`Big Apple Management, LLC
`347 5th Avenue, Suite 1201
`New York, New York 10016
`
`Baja 31 LLC
`c/o Big Apple Management, LLC
`347 5Ih Avenue, Suite 1201
`New York, New York 10016
`
`31 East lSt Street Associates, LP
`0/0 31 East 1St Corp.
`c/o Big Apple Management, LLC
`347 5th Avenue, Suite 1201
`New York, New York 10016
`
`00881687.DOCX
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
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`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF NEW YORK
`_________________________________________________________________________X
`
`JACK BRITVAN, as a limited partner in 31 East 15‘ Street
`Associates, LP, on behalf of himself and derivatively
`in the right of 31 East lSt Street Associates, LP,
`
`Plaintiff,
`
`Index No.
`
`-against-
`
`VERIFIED
`COMPLAINT
`
`MAXINE GILBERT, individually and as personal
`representative of the Estate of Benjamin Gilbert;
`31 EAST 1ST CORR; DAVID OHEBSHALOM;
`BIG APPLE MANAGEMENT, LLC; and BAJA 31 LLC,
`
`Defendants,
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`31 EAST 1ST STREET ASSOCIATES, LP,
`
`Nominal Defendant.
`________________________________________________________________________X
`
`Plaintiff Jack Britvan (“Britvan”), as a limited partner in 31 East 1St Street
`
`Associates, LP. (“East 1St Street”), on behalf of himself and derivatively in the right of
`
`East 1St Street, by his attorneys Gallet Dreyer & Berkey, LLP, as and for his Complaint,
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`alleges with personal knowledge as to his own actions, and upon information and belief
`
`as to those of others, as follows:
`
`Nature of this Case
`
`1.
`
`Benjamin Gilbert (“Benjamin”) and defendant Maxine Gilbert (“Maxine”;
`
`collectively, the “Gilberts”) were, and Maxine remains — through the Gilberts’ entity
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`defendant 31 East 1St Corp. (“GP Corp.”) — the general partner of East 1St Street, a limited
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`partnership that, until 2016, owned a valuable property located at 31 East 1St Street in
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`Manhattan (“Property”). Defendant David Ohebshalom (“Ohebshalom”) managed the
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`Property, through his company defendant Big Apple Management, LLC (“Big Apple”).
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`2.
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`In or about January 2016, the Gilberts and Ohebshalom conspired to
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`arrange a sale of the Property to Ohebshalom for a price grossly below that which the
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`Property was worth. They did the same as to three other properties that were likewise
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`owned by limited partnerships of which the Gilberts were the general partners and that
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`Ohebshalom managed. As a result of the Gilberts and Ohebshalom’s wrongdoing, East
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`1St Street was deprived (based on the limited information supplied to plaintiff) of more
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`than $5,300,000 and the limited partners of nearly $1,600,000. The four limited
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`partnerships fleeced by defendants were deprived of a total of nearly $15,400,000.
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`3.
`
`Defendants’ unlawful sale of the Property (and the other properties)
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`violated the Gilberts’ fiduciary, contractual, and other legal duties to East 1St Street and
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`the limited partners of East 1St Street, including plaintiff Britvan, by placing the personal
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`self-interest of themselves and Ohebshalom over that of East 1St Street and East 1St
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`Street’s limited partners.
`
`4.
`
`Additionally, while Maxine has provided certain limited documents and
`
`information to plaintiff, she has failed, despite repeated requests, to provide plaintiff with
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`the complete documents to which plaintiff and his fellow limited partners were and
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`remain entitled.
`
`5.
`
`This lawsuit seeks redress for the significant harm that East 1St Street, East
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`1St Street’s limited partners, and plaintiff in particular have suffered as a result of
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`defendants” knowing violation of their fiduciary and other duties and the letter of the law,
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`intentional wrongdoing, gross misconduct, active and deliberate dishonesty, and failure
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`affirmatively to discharge their duties to East 1St Street and its limited partners in good
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`faith and with the degree of care that an ordinarily prudent person would use.
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`Plaintiff
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`Parties
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`6.
`
`Plaintiff Britvan is a citizen of the State of New York with a residence in
`
`Jericho, New York. He is, and at all times relevant to this action was, a limited partner in
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`East lSt Street, a limited partnership established under the laws of the State of New York.
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`Defendants
`
`7.
`
`Defendant Maxine is a citizen of the State of Florida with a residence in
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`Aventura, Florida. Maxine is the owner and chief executive officer of defendant GP
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`Corp. and the personal representative of the Estate of Benjamin Gilbert. Maxine and
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`Benjamin were married. Prior to his death in August 2016, Benjamin was also an owner
`
`of GP Corp.
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`8.
`
`Defendant GP Corp. is the general partner of East 15‘ Street. As noted
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`above, GP Corp. is owned by Maxine and, prior to Benjamin’s death, was jointly owned
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`by Benjamin and Maxine. GP Corp.’s office is located within the office of defendant Big
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`Apple, rather than in Florida where Maxine resides, and thus appears now to be
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`controlled by Ohebshalom.
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`9.
`
`Defendant Ohebshalom is a citizen of the State of New York with a
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`residence in Great Neck, New York.
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`10.
`
`Defendant Big Apple is a limited liability company established under the
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`laws of the State of New York, whose manager and members are Ohebshalom or
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`members of his family.
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`11.
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`Defendant Baja 31 LLC (“Baja 31”) is a limited liability company
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`established under the laws of the State of New York. Ohebshalom is the manager and
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`sole member of Baja 31. Baja 31’s office is located at the office of Big Apple.
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`12.
`
`Nominal defendant East 1St Street is, as noted above, a limited partnership
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`established under the laws of the State of New York.
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`Operative Facts
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`13.
`
`East 1St Street is a limited partnership that from 1995 until 2016 owned a
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`valuable parcel of residential real property located at 31 East 1St Street in Manhattan,
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`namely, the Property.
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`14.
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`The purposes and operation of East lSt Street are governed by the Limited
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`Partnership Agreement of 31 East 1St Street Associates, LP, which became effective on
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`or about January 1, 1995 (“Agreement”).
`
`15.
`
`Section 3 of the Agreement declares the sole purpose of East 1St Street is
`
`to acquire, own, hold, improve, manage, and operate the Property, and to carry on other
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`activities necessary to, in connection with, or incidental to that purpose.
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`16.
`
`Section 9 of the Agreement requires that the general partner of East 1St
`
`Street keep or cause to be kept complete and accurate records and books of account.
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`Section 9 of the Agreement further requires, among other things, that the general partner
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`furnish to each partner, within designated periods of time, items including balance sheets,
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`profit and loss statements, an annual report, and tax information.
`
`17.
`
`Under Section 12(b) of the Agreement, and the law, the general partner is
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`liable for actions that are not undertaken in good faith or are outside the scope of the
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`authority conferred by the Agreement or by law.
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`18.
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`From the outset of East lSt Street, GP Corp. acted as its general partner.
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`Thus, GP Corp., and its owners and officers, owe the duties of a fiduciary to East 1St
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`Street and its partners.
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`19.
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`The Gilberts owned and controlled GP Corp. for many years, including
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`when the Gilberts and Ohebshalom agreed to the Property’s sale and purchase in 2016.
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`Maxine continues to own GP Corp. and is its designated chief executive officer, although
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`Ohebshalom currently appears to control GP Corp.
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`20.
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`For a number of years, including during the period in which the Gilberts
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`and Ohebshalom agreed to the Property’s sale and purchase, Ohebshalom managed the
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`Property, including through defendant Big Apple.
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`21.
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`It appears that the Gilberts and GP Corp. may have at some point prior to
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`the sale and purchase of the Property essentially abandoned their duties as general partner
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`of East 1St Street, ceding to Ohebshalom and Big Apple control over the operations of
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`East lSt Street and the Property and unfettered, unsupervised decision making authority
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`with respect to East lSt Street and its management.
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`22.
`
`By way of a contract dated as of January 29, 2016 (“Sale Agreement”), the
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`Gilberts and Ohebshalom agreed to the sale and purchase of the Property. Such
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`agreement was the antithesis of an arms-length transaction. As stated above, by that
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`point Ohebshalom and Big Apple were not only managing the Property but already had
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`de facto control over East 1St Street and the Property.
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`23.
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`The apparent absence of any involvement of any real estate broker in the
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`sale and purchase of the Property further demonstrates that the agreement was not an
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`arms-length transaction.
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`24.
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`Additionally, and crucially, the sale was for a sum that is only 50% offair
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`market value. Based on the limited information that has subsequently been provided to
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`plaintiff, it appears that the Property had a fair market sales price of over $10,700,000. In
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`fact, defendants agreed to a sales price of only $5,381,394, a discrepancy of more than
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`$5,300,000 that deprived the nine limited partners, who own an aggregate share of 30%
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`of East 1St Street, of a total of nearly $1,600,000.
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`25.
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`The Gilberts and Ohebshalom concurrently agreed to similar grossly
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`under-market collusive deals with respect to three other properties that Ohebshalom
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`managed and essentially controlled, thereby depriving East 1St Street and the partnerships
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`that held the other three properties of a total of nearly $15,400,000.
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`26.
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`The impropriety of the transaction regarding East 1St Street is heightened
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`by the fact that, as a consequence of an amendment to the Sale Agreement dated as of
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`September 1, 2016 (“Amendment to Sale Agreement”), only 40 percent of the $5,381,394
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`purchase price was actually paid at closing. Instead, a full $3,228,836.40 of the purchase
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`price was to be paid by means of a promissory note (“Note”), payable over two years, at
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`the annual interest rate of 7%, with payments to consist merely of monthly interest-only
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`installments of $1 8,834.88 until the Note came due. No mortgage was recorded with
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`respect to the monies owed under the Note; thus, there is no security assuring such
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`repayment.
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`27.
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`The Gilberts and GP Corp. failed to inform plaintiff or the other limited
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`partners in East 1SI Street about the agreed-to transaction at the time that the Sale
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`Agreement was executed.
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`28.
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`Under the Sale Agreement, Ohebshalom’s company Baja 31 was
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`designated as the purchaser, and Ohebshalom executed the agreement on behalf of Baja
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`31 as its manager. Ohebshalom additionally guaranteed the Note. Benjamin executed
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`the Sale Agreement on behalf of GP Corp. as the president of GP Corp.
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`29.
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`Benjamin died on August 17, 2016. Neither Maxine nor GP Corp.
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`informed plaintiff or the other limited partners of Benjamin’s death.
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`30.
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`Ohebshalom executed the September 1, 2016 Amendment to Sale
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`Agreement on behalf of Baja 31 as its manager. Maxine executed the Amendment to
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`Sale Agreement on behalf of GP Corp. as an officer of GP Corp.
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`31.
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`Ohebshalom and Maxine similarly executed the various closing
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`documents in connection with the September 23, 2016 closing of the sale of the Property
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`to Ohebshalom’s company Baja 31.
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`32.
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`The sale of the Property closed on September 23, 2016.
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`33.
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`Plaintiff and the other limited partners were not informed of the Gilberts’
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`sale of the Property until nearly the end of October, 2016. Even then, the identity of the
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`purchaser was not disclosed. Nor were the terms of the sale, other than that the
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`composition of the sale was cash and a purchase money note.
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`34.
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`In April 2017, counsel acting on behalf of plaintiff and certain other
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`limited partners requested that the Gilberts and Ohebshalom provide more detailed
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`information concerning the sale of the Property, including the identity of the buyer and
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`any real estate broker, as well as certain documents. While some information was
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`eventually provided, by counsel for the Gilberts, despite multiple requests defendants
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`have to date failed to provide substantial, crucial information, including failing to provide
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`rent rolls, information concerning the apartments at the Property, income statements,
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`balance sheets, or other books and records of East 1St Street.
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`35.
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`Plaintiff and the other limited partners of East lSt Street have not received
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`any distributions from any payment of interest under the Note. Thus, either Ohebshalom
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`and Baja 31 have wrongfully failed to pay any installments due under the Note, or
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`Maxine and GP Corp. have wrongfully failed to make distributions to which limited
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`partners are entitled.
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`36.
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`Defendants have placed their own self-interest ahead of the interests of
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`East 1St Street, plaintiff, and East lSt Street’s other limited partners; knowingly and
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`intentionally acted in derogation of defendants’ fiduciary duties as the general partner of
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`East lSt Street or the representatives or agents of such general partner, and otherwise
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`wrongfully and unlawfully; and failed to discharge defendants’ duties to East lSt Street
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`and the limited partners of East 15‘ Street in good faith and with the degree of care that an
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`ordinarily prudent person would use in similar circumstances.
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`37.
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`Defendants’ actions have enabled defendants personally to gain financial
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`profit or other advantage to which they are not legally entitled, to the detriment of East lSt
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`Street, plaintiff, and East lSt Street’s other limited partners.
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`38.
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`As defendants are in sole control of East 1St Street and the Property, and
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`the wrongdoing that gives rise to this action is wrongdoing in which defendants
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`personally engaged, any pre-suit effort by plaintiff to secure the initiation of this action
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`by Maxine or GP Corp. on behalf of East 1St Street would necessarily have been entirely
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`futile and unlikely to succeed. Plaintiff has therefore acted in accordance with Limited
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`Partnership Law § 121—1002(a) and (c) and was left with no choice but to commence this
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`action.
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`DERIVATIVE CLAIMS
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`FIRST CAUSE OF ACTION
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`Breach of Contract — Against GP Corp.
`
`39.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 —
`
`38 above as if fully set forth herein.
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`40.
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`Plaintiff and the other limited partners in East 1St Street fully and faithfully
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`performed any and all obligations under the Agreement.
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`41.
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`GP Corp.’s conduct as described above constitutes material and substantial
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`breaches of GP Corp.’s contractual obligations to plaintiff and the other limited partners
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`in East lSt Street, including but not limited to GP’s obligations under Sections 3, 9, and
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`12(b) of the Agreement. GP Corp.’s actions additionally violate the duty of good faith
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`and fair dealing that attaches to all agreements.
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`42.
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`Such actions were undertaken in bad faith and constitute knowing
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`violation of GP Corp.’s duties and the law, intentional wrongdoing, gross misconduct,
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`and failure to discharge GP Corp.’s duties to East lSt Street, plaintiff, and the other
`
`limited partners in East lSt Street in good faith and with the degree of care that an
`
`ordinarily prudent person would use in similar circumstances.
`
`43.
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`As a direct and proximate result of such actions in breach of contractually-
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`related duties, plaintiff and the other limited partners in East 1St Street have been
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`damaged in an amount to be determined at trial, for which GP Corp. is liable.
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`SECOND CAUSE OF ACTION
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`Breach of Fiduciary Duty — Against GP Corp. and Maxine
`
`44.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 -
`
`43 above as if fully set forth herein.
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`45.
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`As the general partner of East lSt Street, GP Corp. owes East 1St Street,
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`plaintiff, and the other limited partners in East 1St Street the highest fiduciary obligations
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`of utmost good faith, fair dealing, trust, and loyalty, to which GP Corp.’s own self-
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`interest is to be subordinated.
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`46.
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`As an owners and officers of the general partner of East lSt Street,
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`Benjamin and Maxine owed and owe East 15‘ Street, plaintiff, and the other limited
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`partners in East 1St Street the highest fiduciary obligations of utmost good faith, fair
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`dealing, trust, and loyalty, to which their own self-interest is to be subordinated
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`47.
`
`Through their actions, GP Corp., Benjamin, and Maxine violated, and GP
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`Corp. and Maxine continue to violate, such obligations.
`
`48.
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`Such conduct has been intentional, wanton, willful, malicious, and in
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`reckless disregard of the rights of East 1SI Street, plaintiff, and the other limited partners
`
`in East 1St Street, was undertaken in bad faith, and constitutes knowing violation of GP
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`Corp., Benjamin, and Maxine’s duties and the law, intentional wrongdoing, gross
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`misconduct, and failure to discharge their duties to East 1St Street, plaintiff, and the other
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`limited partners in East 1St Street in good faith and with the degree of care that an
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`ordinarily prudent person would use.
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`49.
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`By reason of the foregoing, GP Corp. and Maxine (both individually and
`
`in her capacity as personal representative of Benjamin’s Estate) are jointly and severally
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`liable for the damages that East 1St Street, plaintiff, and the other limited partners in East
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
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`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
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`656144/2017
`INDEX NO. 656144/2017
`INDEX NO~
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`R«.C«.IV«.D \IYSCEF:
`10/02/2017
`RECEIVED NYSCEF: 10/02/2017
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`
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`1St Street have suffered as a result of defendants’ actions, the amount of such damages to
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`be determined at trial, plus punitive damages in an amount to be determined at trial.
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`THIRD CAUSE OF ACTION
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`Unjust Enrichment, Money Due and Owing,
`Money Had and Received, and Constructive Trust — Against
`All Defendants
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`50.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 -
`
`49 above as if fully set forth herein.
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`51.
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`By engaging in the conduct described above, defendants have unjustly
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`enriched themselves at the expense of East lSt Street, plaintiff, and the other limited
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`partners in East 1St Street, and have retained money that is due and owing, and rightfully
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`belongs, to East 1St Street, plaintiff, and the other limited partners in East 1St Street, and
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`that defendants have no right to, and cannot in equity and good conscience, retain.
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`52.
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`By reason of defendants’ unjust enrichment at the expense of East lSt
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`Street, plaintiff, and the other limited partners in East lSt Street, defendants are jointly and
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`severally liable for the damages that East 1St Street, plaintiff, and the other limited
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`partners in East lSt Street suffered and continue to suffer as a result of defendants’
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`actions, in an amount to be determined at trial, and the Court should award that amount to
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`East 1St Street, plaintiff, and the other limited partners in East lSt Street and establish a
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`constructive trust in favor of East lSt Street, plaintiff, and the other limited partners in
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`East 15‘ Street in that amount, plus interest, plus the amount of plaintiff 5 costs and
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`expenses in this action.
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
`
`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
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`656144/2017
`INDEX NO. 656144/2017
`INDEX NO~
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`
`
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`RaCaIVaD VYSCEF:
`10/02/2017
`RECEIVED NYSCEF: 10/02/2017
`
`
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`FOURTH CAUSE OF ACTION
`
`Aiding and Abetting Breach of Fiduciary
`Duty — Against Ohebshalom, Big Apple, and Baja 31
`
`53.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 -
`
`52 above as if fully set forth herein.
`
`54.
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`Ohebshalom, Big Apple, and Baja 31 were and are fully aware of the
`
`wrongdoing in which GP Corp., Benjamin, and Maxine were and are engaging, and of the
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`injury that it has caused, and is continuing to cause, East 15‘ Street, plaintiff, and the other
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`limited partners in East 1St Street.
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`55.
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`Nonetheless, Ohebshalom, Big Apple, and Baja 31 knowingly and
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`substantially participated and assisted GP Corp., Benjamin, and Maxine in their violation
`
`of their duties to East 1St Street, plaintiff, and the other limited partners in East 1St Street,
`
`including by engaging in the actions described above.
`
`56.
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`Ohebshalom, Big Apple, and Baja 31’s participation and assistance have
`
`caused and enabled further injury to be inflicted upon East 1St Street, plaintiff, and the
`
`other limited partners in East lSt Street.
`
`57.
`
`By engaging in the conduct described in this Complaint, Ohebshalom, Big
`
`Apple, and Baja 31 knowingly, deliberately, and wrongfully aided and abetted GP Corp.,
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`Benjamin, and Maxine in the breach of their fiduciary duties to East 1St Street, plaintiff,
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`and the other limited partners in East 1St Street, participated and substantially assisted in
`
`such breach of duty, and wrongfully benefited from that breach.
`
`58.
`
`East lSt Street, plaintiff, and the other limited partners in East 1St Street
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`have suffered, and continued to suffer, significant harm as a direct and proximate result
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`of Ohebshalom, Big Apple, and Baja 31’s actions.
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
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`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
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`656144/2017
`INDEX NO. 656144/2017
`INDEX NO~
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`
`
`
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`RaCaIVaD VYSCEF:
`10/02/2017
`RECEIVED NYSCEF: 10/02/2017
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`
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`59.
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`Ohebshalom, Big Apple, and Baja 31’s conduct has been intentional,
`
`wanton, willful, malicious, and in reckless disregard of the rights of East lSt Street,
`
`plaintiff, and the other limited partners in East 1SI Street, was undertaken in bad faith, and
`
`constitutes gross and willful misconduct, intentional wrongdoing, active and deliberate
`
`dishonesty, and knowing violations of law.
`
`60.
`
`By reason of the foregoing, Ohebshalom, Big Apple, and Baja 31 are
`
`jointly and severally liable for the damages that East 1St Street, plaintiff, and the other
`
`limited partners in East lSt Street have suffered as a result of defendants’ actions, the
`
`amount of such damages to be determined at trial, plus punitive damages in an amount to
`
`be determined at trial.
`
`FIFTH CAUSE OF ACTION
`
`Negligence/Gross Negligence — Against GP Corp. and Maxine
`
`61.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 —
`
`60 above as if fully set forth herein.
`
`62.
`
`GP Corp., Benjamin, and Maxine’s conduct described above has been in
`
`reckless disregard of the rights of East 1St Street, plaintiff, and the other limited partners
`
`in East lSt Street and constitutes gross misconduct and failure to discharge their duties to
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`East 1St Street, plaintiff, and the other limited partners in East 1St Street in good faith and
`
`with the degree of care that an ordinarily prudent person would use in similar
`
`circumstances.
`
`63.
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`GP Corp., Benjamin, and Maxine had and have been so negligent and
`
`derelict in the performance of the duties of, and on behalf of, the general partner of East
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`1St Street that their acts and omissions constitute an extreme departure from the ordinary
`
`standard of care, thus rising to the level of gross negligence.
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
`
`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
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`656144/2017
`INDEX NO. 656144/2017
`INDEX N0.
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`
`
`
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`RfiCaIVfiD VYSCEF:
`10/02/2017
`RECEIVED NYSCEF: 10/02/2017
`
`
`
`64.
`
`Moreover, GP Corp., Benjamin, and Maxine’s actions had and have been
`
`intentional or reckless and in conscious disregard of the interest of East lSt Street,
`
`plaintiff, and the other limited partners in East 1St Street, and constitute a wonton misuse
`
`of authority.
`
`65.
`
`By reason of the foregoing, GP Corp. and Maxine (both individually and
`
`in her capacity as personal representative of Benjamin’s Estate) are jointly and severally
`
`liable for the damages that East lSt Street, plaintiff, and the other limited partners in East
`
`1St Street have suffered and continue to suffer as a result of defendants’ actions, the
`
`amount of such damages to be determined at trial, plus punitive damages in an amount to
`
`be determined at trial.
`
`SIXTH CAUSE OF ACTION
`
`Accounting — Against GP Corp. and Maxine
`
`66.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 —
`
`65 above as if fully set forth herein.
`
`67.
`
`East lSt Street, plaintiff, and the other limited partners in East 1St Street are
`
`entitled to a full and proper accounting with respect to the finances and affairs of East 1St
`
`Street.
`
`68.
`
`As to this claim, East 1St Street, plaintiff, and the other limited partners in
`
`East lSt Street have no adequate remedy at law.
`
`69.
`
`East lSt Street, plaintiff, and the other limited partners in East lSt Street are
`
`entitled to a full and proper formal accounting from East 1St Street as to its financial
`
`condition, and all monies owed to East lSt Street, plaintiff, and the other limited partners
`
`in East lSt Street, which accounting should include a directive ordering defendants to
`
`deliver to plaintiffs for their review and that of their legal and financial advisors all books
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`

`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
`
`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
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`INDEX NO. 656144/2017
`INDEX NO~ 656144/2017
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`R«.C«.IV«.D \IYSCEF: 10/02/2017
`RECEIVED NYSCEF: 10/02/2017
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`and records (including but not limited to financial statements and tax returns) belonging
`
`to or relating to the affairs of East 1St Street since 2011, including but not limited to all
`
`books and records concerning distributions, payments, fees, and other monies and
`
`benefits paid or otherwise provided, directly or indirectly, to or by Ohebshalom, Big
`
`Apple, or Baja 31.
`
`SEVENTH CAUSE OF ACTION
`
`Injunctive Relief — Against All Defendants
`
`70.
`
`Plaintiff repeats and realleges the allegations contained in Paragraphs 1 —
`
`69 above as if fully set forth herein.
`
`71.
`
`By engaging in the conduct described in this Complaint, defendants have
`
`caused, and are continuing to cause, substantial and irreparable harm to East 1St Street,
`
`plaintiff, and the other limited partners in East lSt Street that cannot fully be adequately
`
`remedied by money damages.
`
`72.
`
`The balance of the equities weighs in favor of the entry of preliminary and
`
`permanent injunctive relief in favor of plaintiff.
`
`73.
`
`Given defendants’ conduct and the harm that it is causing and will
`
`continue to cause, the Court should issue a preliminary and permanent injunction (a)
`
`ordering defendants immediately to disgorge all sums, other than distributions reflecting
`
`Benjamin or Maxine’s limited partnership interests in East 1St Street, that defendants have
`
`received, directly or indirectly, from East 1St Street since 2011; and (b) prohibiting
`
`defendants, or any agent, representative, or family member of defendants, from (i) taking
`
`any further steps on behalf of East lSt Street, (ii) causing, directly or indirectly, any
`
`monies or other assets of East lSt Street to be paid or otherwise transferred, disbursed,
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`FILED: NEW YORK COUNTY CLERK 10/02/2017 03:57 PM
`FILED: NEW YORK COUNTY CLERK 10m2017 03:57 PM
`
`NYSCEF DOC. NO.
`1
`NYSCEF DOC. NO. 1
`
`INDEX NO. 656144/2017
`INDEX NO~ 656144/2017
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`
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`RaCaIVaD VYSCEF: 10/02/2017
`RECEIVED NYSCEF: 10/02/2017
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`
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`hypothecated, pledged, or encumbered, to or by themselves or any third party, or (iii) in
`
`any way wasting or harming any of the assets of East 1St Street.
`
`74.
`
`The Court should additionally appoint a temporary receiver for the benefit
`
`of East lSt Street.
`
`WHEREFORE, plaintiff respectively requests that the Court enter judgment in his
`
`favor:
`
`1.
`
`On the First Cause of Action, awarding against GP Corp. the damages that
`
`plaintiff and the other limited partners in East lSt Street have suffered as a result of
`
`defendants’ actions, the amount of such damages to be determined at trial, plus interest.
`
`2.
`
`On the Second Cause of Action, awardi