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Paul H. Aloe • Direct (212) 868-1888 • paloe@kudmanlaw.com
September 20, 2023
VIA NYSCEF
Justice To Be Assigned
Supreme Court of the State of New York
County of New York
60 Centre Street
New York, NY 10007
Re: Jordan Bardach v. Anna Martynova, et al.
Index No. 159110/2023
Your Honor:
My firm is being asked to undertake representation of the individual respondents Anna
Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, and Aron Wolocowitz. Arrangements for
engagement are still being worked out among the respondents. They have asked us to address the
request for a temporary restraining order, which they oppose. We are writing this letter as a limited
appearance pursuant to CPLR 321(d) for the purpose of opposing the request for a temporary
restraining order.
There is no urgency requiring a temporary restraining order. On September 1, 2023, at a
duly noticed meeting of Rentability, Inc. (“Rentability”), an annual meeting of the entity was held.
Rentability had three directors at the time of the meeting: (1) Anna Martynova, (2) Jennifer
Milosavljevic, and (3) Jordan Bardach. Anna Martynova and Jennifer Milosavljevic appeared for
the meeting; petitioner did not.
Petitioner contends that Ms. Milosavljevic had previously resigned, but plainly she had
not. On August 30, 2023, Ms. Milosavljevic wrote the following to petitioner:
I am writing to firmly reject the allegations and assertions you have made regarding
my supposed resignation from my position as a director at Rentability.
Contrary to your claims, I have not formally submitted a resignation. In the email
communication I sent in August 2022, I merely expressed the need for my position
to be considered for replacement due to changing employment circumstances. It
should not, and cannot, under any circumstances, be construed as a
resignation notice. It did not contain any language that I had resigned.
As you acknowledged in your email, and in line with Article III (3)(b) of our
corporate bylaws, a director’s resignation necessitates a written notice to the Board
of Directors or an officer of the Corporation, and I have not provided such
resignation notice.
488 Madison Avenue · 23rd Floor · New York, NY 10022
Tel: (212) 868-1010 · Fax: (212) 868-0013 · www.kudmanlaw.com
September 20, 2023
Page| 2
Furthermore, as outlined in Article III (2) of the bylaws, officers, including myself,
are obligated to retain their positions until the Annual Meeting of the Board of
Directors or until a duly elected and qualified successor is ready to assume the role.
Bardach Aff., Ex. 10 [NYSCEF No. 17] (emphasis in original).
As two of the three directors were at the meeting, a quorum was present. See Bardach Aff.,
Ex. 2 (Bylaws of Rentability) at Art. III, § 6 [NYSCEF No. 2]. Pursuant to Article III, § 2 of the
bylaws, the existing directors duly elected Anna Martynova, Yoel Hershkowitch, and Aron
Wolocowitz as the board. This replaced the prior board of Anna Martynova, Jennifer
Milosavljevic, and petitioner. Although the bylaws and the Not-for-Profit Corporation Law require
annual meetings, this was the first annual meeting that the entity held.
Petitioner contends that this meeting was not valid, even though it plainly was. Instead,
petitioner urges that the real meeting is a meeting that he noticed to himself and Ms. Martynova in
Southampton, New York, at what we understand to be a Starbucks. Even though Ms. Milosavljevic
was still a director when petitioner noticed his meeting, it is undisputed that he failed to give her
notice of the meeting. Even if the first meeting was somehow invalid (and it was perfectly valid),
the second meeting is obviously invalid as it was only attended by petitioner alone.
Petitioner seems to treat Rentability as though it was his corporation which he alone
controls. That is most assuredly not the case. Respondents strongly contest petitioner’s allegations.
In any event, the temporary restraining order that petitioner is seeking should not be
entered. At the outset, Rentability has a bank account that was funded from funds from City5
Consulting, LLC (“City5”). That is the sole source of revenue that Rentability had before this
controversy erupted. While that account should rightfully be turned over to the newly elected
board, petitioner, not respondents, is in control of that account. Respondents are concerned that
Rentability’s funds are being used for improper purposes, including paying for petitioner’s
personal counsel. We would recommend that the account be frozen and that no withdrawals be
made from any without further order of the Court. That will best preserve the funds and the status
quo pending the return date of the OSC.
There is also the situation of an ongoing contract among Rentability, City5, and the City
of New York. Rentability is engaged to monitor housing lotteries for the City of New York.
Petitioner and Ms. Martynova organized Rentability as an officer and employee of City5.
Petitioner is a 50% member and manager of City5 and is currently locked in a dispute with the
other 50% member and manager, Mr. Isaac Katz. That matter is currently in litigation in the
Supreme Court of the State of New York, Kings County, before Justice Reginald Boddie. Justice
Boddie has ordered, with respect to City5, that nothing outside the ordinary course of business be
done without the consent of both members/managers of City5.
In the ordinary course of business, Rentability enters into contracts to supervise housing
lotteries and works with City5. Rentability has never been engaged to work with any entity other
than City5. It appears that petitioner was attempting to terminate an ongoing project and either
turn away the project, thereby causing a breach of obligations to the City of New York, or to direct
September 20, 2023
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that work to an entity that would be competitive with City5, which would be a clear breach of
petitioner’s fiduciary duty and the usurping of corporate opportunity. Respectfully, the operation
of Rentability, pending the return date of the OSC, should proceed in the ordinary course of
business, including completion of the job that was already underway when this dispute occurred.
Petitioner should not use a temporary restraining order from this Court to enable his own
misconduct.
If funds are maintained in this account, there is truly no emergency. While petitioner
contests the election, which is the ultimate relief he seeks in his petition, that relief should not be
granted as a part of a temporary restraining order without a full hearing and full evidentiary record.
The proposed temporary restraining order is unnecessary and is a gambit to obtain the ultimate
relief which respondents contend petitioner has no right to receive.
If there is a hearing on the temporary restraining order, which we submit would be
appropriate, we or other counsel will appear on behalf of respondents to oppose the relief
requested.
Very truly yours,
Paul H. Aloe
cc: All Counsel of Record (via NYSCEF)
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Paul H. Aloe • Direct (212) 868-1888 • paloe@kudmanlaw.com September 20, 2023 VIA NYSCEF Justice To Be Assigned Supreme Court of the State of New York County of New York 60 Centre Street New York, NY 10007 Re: Jordan Bardach v. Anna Martynova, et al. Index No. 159110/2023 Your Honor: My firm is being asked to undertake representation of the individual respondents Anna Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, and Aron Wolocowitz. Arrangements for engagement are still being worked out among the respondents. They have asked us to address the request for a temporary restraining order, which they oppose. We are writing this letter as a limited appearance pursuant to CPLR 321(d) for the purpose of opposing the request for a temporary restraining order. There is no urgency requiring a temporary restraining order. On September 1, 2023, at a duly noticed meeting of Rentability, Inc. (“Rentability”), an annual meeting of the entity was held. Rentability had three directors at the time of the meeting: (1) Anna Martynova, (2) Jennifer Milosavljevic, and (3) Jordan Bardach. Anna Martynova and Jennifer Milosavljevic appeared for the meeting; petitioner did not. Petitioner contends that Ms. Milosavljevic had previously resigned, but plainly she had not. On August 30, 2023, Ms. Milosavljevic wrote the following to petitioner: I am writing to firmly reject the allegations and assertions you have made regarding my supposed resignation from my position as a director at Rentability. Contrary to your claims, I have not formally submitted a resignation. In the email communication I sent in August 2022, I merely expressed the need for my position to be considered for replacement due to changing employment circumstances. It should not, and cannot, under any circumstances, be construed as a resignation notice. It did not contain any language that I had resigned. As you acknowledged in your email, and in line with Article III (3)(b) of our corporate bylaws, a director’s resignation necessitates a written notice to the Board of Directors or an officer of the Corporation, and I have not provided such resignation notice. 488 Madison Avenue · 23rd Floor · New York, NY 10022 Tel: (212) 868-1010 · Fax: (212) 868-0013 · www.kudmanlaw.com September 20, 2023 Page| 2 Furthermore, as outlined in Article III (2) of the bylaws, officers, including myself, are obligated to retain their positions until the Annual Meeting of the Board of Directors or until a duly elected and qualified successor is ready to assume the role. Bardach Aff., Ex. 10 [NYSCEF No. 17] (emphasis in original). As two of the three directors were at the meeting, a quorum was present. See Bardach Aff., Ex. 2 (Bylaws of Rentability) at Art. III, § 6 [NYSCEF No. 2]. Pursuant to Article III, § 2 of the bylaws, the existing directors duly elected Anna Martynova, Yoel Hershkowitch, and Aron Wolocowitz as the board. This replaced the prior board of Anna Martynova, Jennifer Milosavljevic, and petitioner. Although the bylaws and the Not-for-Profit Corporation Law require annual meetings, this was the first annual meeting that the entity held. Petitioner contends that this meeting was not valid, even though it plainly was. Instead, petitioner urges that the real meeting is a meeting that he noticed to himself and Ms. Martynova in Southampton, New York, at what we understand to be a Starbucks. Even though Ms. Milosavljevic was still a director when petitioner noticed his meeting, it is undisputed that he failed to give her notice of the meeting. Even if the first meeting was somehow invalid (and it was perfectly valid), the second meeting is obviously invalid as it was only attended by petitioner alone. Petitioner seems to treat Rentability as though it was his corporation which he alone controls. That is most assuredly not the case. Respondents strongly contest petitioner’s allegations. In any event, the temporary restraining order that petitioner is seeking should not be entered. At the outset, Rentability has a bank account that was funded from funds from City5 Consulting, LLC (“City5”). That is the sole source of revenue that Rentability had before this controversy erupted. While that account should rightfully be turned over to the newly elected board, petitioner, not respondents, is in control of that account. Respondents are concerned that Rentability’s funds are being used for improper purposes, including paying for petitioner’s personal counsel. We would recommend that the account be frozen and that no withdrawals be made from any without further order of the Court. That will best preserve the funds and the status quo pending the return date of the OSC. There is also the situation of an ongoing contract among Rentability, City5, and the City of New York. Rentability is engaged to monitor housing lotteries for the City of New York. Petitioner and Ms. Martynova organized Rentability as an officer and employee of City5. Petitioner is a 50% member and manager of City5 and is currently locked in a dispute with the other 50% member and manager, Mr. Isaac Katz. That matter is currently in litigation in the Supreme Court of the State of New York, Kings County, before Justice Reginald Boddie. Justice Boddie has ordered, with respect to City5, that nothing outside the ordinary course of business be done without the consent of both members/managers of City5. In the ordinary course of business, Rentability enters into contracts to supervise housing lotteries and works with City5. Rentability has never been engaged to work with any entity other than City5. It appears that petitioner was attempting to terminate an ongoing project and either turn away the project, thereby causing a breach of obligations to the City of New York, or to direct September 20, 2023 Page| 3 that work to an entity that would be competitive with City5, which would be a clear breach of petitioner’s fiduciary duty and the usurping of corporate opportunity. Respectfully, the operation of Rentability, pending the return date of the OSC, should proceed in the ordinary course of business, including completion of the job that was already underway when this dispute occurred. Petitioner should not use a temporary restraining order from this Court to enable his own misconduct. If funds are maintained in this account, there is truly no emergency. While petitioner contests the election, which is the ultimate relief he seeks in his petition, that relief should not be granted as a part of a temporary restraining order without a full hearing and full evidentiary record. The proposed temporary restraining order is unnecessary and is a gambit to obtain the ultimate relief which respondents contend petitioner has no right to receive. If there is a hearing on the temporary restraining order, which we submit would be appropriate, we or other counsel will appear on behalf of respondents to oppose the relief requested. Very truly yours, Paul H. Aloe cc: All Counsel of Record (via NYSCEF)