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NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
In the Matter of
JORDAN BARDACH, Index No. 159110/2023
Petitioner, AFFIDAVIT OF ANNA
MARTYNOVA IN LIEU OF
-against- DIRECT TRIAL TESTIMONY
ANNA MARTYNOVA,
JENNIFER MILOSAVLJEVIC,
YOEL HERSHKOWITCH, and
ARON WOLOCOWITZ,
Respondents,
-against-
RENTABILITY, INC.,
Nominal Respondent.
Anna Martynova, being duly sworn, deposes and says:
1. I am one of the directors of Rentability, Inc. (“Rentability), its vice president, and
one of the respondents herein. I respectfully submit this affidavit as my direct testimony in this
proceeding.
2. By way of background, I have been a key employee of City5 Consulting LLC
(“City5”) since 2016. Among other things, City5 is an approved marketing agent for affordable
housing lotteries, NYC Housing Preservation and Development (HPD) and Housing Development
Corporation (HDC) agencies. Our office is authorized to work on marketing, leasing up,
compliance, monitoring & reporting of affordable housing under various programs. As shown in
the various emails, I am the person who principally does this work. Jordan’s claim that I only
operated as a secretary under his control and direction is untrue.
3. City5 is a limited liability company consisting of two members, petitioner Jordan
Bardach (“petitioner” or “Jordan”) and Isaac Katz (“Isaac”). It is my understanding that City5 is
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a limited liability company and Isaac Katz and Jordan Bardach each hold 50 percent membership,
and each are a manager of City5.
4. In July 2015 Jordan and I moved in together and lived as partners up until October
2018, when I informed Jordan I was leaving. Despite our split, I remained an employee of City5
although, over the years, Jordan has often shown hostility towards me for personal reasons. Jordan
has interfered with my work and has generally made my situation difficult.
5. In October 2018, Jordan and Isaac decided to form an entity to serve as an
Administering Agent in connection with City5’s work. An Administering Agent is a not-for-profit
entity that is designed to ensure compliance with various New York City affordable housing
programs. Toward that end City5 engaged an attorney, at its expense, to create Rentability (see
Exhibit A).
6. Originally the board of directors of Rentability consisted of Jordan, Martin
Feinberg and Mary Knauf. Mary at the time was a City5 employee.
7. Jordan and I thereafter began work to have Rentability approved by HPD as an
Administering Agent. After Ms. Knauf’s and Mr. Feinberg’s resignation, Jennifer Milosavljevic
and I were put on the board of Rentability because of our experience and background. As Jordan
explained to me, the board needed to include individuals who have experience in the area, and that
Jennifer was included because of her background as a real estate attorney, and I was included
because of my experience working on affordable housing lotteries at City5. I understand that
Jordan communicated this to HPD. See Milosavljevic Aff ¶5; NYSCEF No. 35.
8. After Rentability was approved as an Administering Agent in April of 2020. I
played a critical role in its work. Rentability had (and still has) no employees. At that time, we
were primarily working remotely, and I was the only one who came into the office. In May of
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2020, after we secured approval of Rentability as an approved administering agent, Jordan
prepared an announcement to be sent to City5’s clients about the approval and the expanded
services we could now supply to City5 clients. See Exhibit B; NYSCEF No. 43.
9. I have consistently performed all of the many duties Rentability required of me
without complaint. It is important to note that City5 performs the work as an approved marketing
agent, as described above in paragraph 2, while Rentability is an Administering Agent performs
services described in paragraph 5. One of the responsibilities of the Administrating Agent is to
provide pre-transaction affidavits for Inclusion Housing applications, which I prepare.
10. Rentability has been an integral part of City5’s offerings to its clients. Rentability
was marketed to City5’s clients, on City5’s website, City5’s company brochure, and on City5’s
sales calls with prospective clients. At no time has Rentability worked with any of City5’s
competitors or against City5’s interest.
11. I was executing Rentability services for City5’s clients up until Jordan cut off my
access to Rentability Dropbox files and email on February 1, 2023. Jordan also cut off my access
to my City5 email address on the same day. My lack of access to those accounts has prevented
myself and my counsel from obtaining evidence for this case, much of which confirms the facts
that I am stating here.
12. Jordan says that I have taken sides in a dispute that has arisen between him and
Isaac at City5. It is my understanding that a legal dispute arose between Isaac and Jordan after
Jordan threatened to take certain intellectual property rights from City5 and put them in a new
company of which Isaac would have no part of. Isaac brought a lawsuit against Jordan in August
of 2022. Jordan expressed to me his anger at Isaac numerous times, but the suit that Isaac brought
against Jordan did not involve me. My task was to do my job and provide services to our clients.
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13. Jordan makes a number of false allegations about City5. He claims that Isaac
“effectively locked me out of City5 and refuses to convey information about much of the
company’s operations to me” (Jordan Aff ¶20). Jordan, however, left New York City for
Southampton, New York in summer of 2022, and refused to return to City5’s New York City
office. Jordan’s behavior, after Issac’s lawsuit, was disruptive, and many times appears to have
been intended to undermine City5’s relationship with certain clients. For example, one of the
clients, Naftali Group, would not proceed with us after Jordan refused to attend meeting with them
and made derogatory and profane remarks about them. Despite his conduct, he was never,
however, locked out of City5.
14. In addition, while Jordan claims that I forged his signature, that is even more untrue.
Jordan Aff ¶¶ 31, 33. Jordan routinely would refuse to sign and notarize necessary documents,
and instead would routinely ask that I use an existing signature of his and have James Wolf (a
notary in the office) notarize his signature. See Exhibit C.
15. For example, on December 29, 2020, Jordan asked me to speak to Mr. Wolf to have
him notarize a document by putting Jordan’s signature on the document himself. I did not want to
do this, but Jordan would insist. Jordan chastised me for not following his instruction:
Anna, I asked you to call James on his cell to ask him. You have a problem
following direction which has been a continuing problem. I had to call him and find
out you did’nt call him and he said fine to do what we did the last time. Ester is
calling my cell phone. Please handle it.
I am very disappointed in both of you for lack of leadership in urgency what I asked
for help.
Exhibit D. This was a standard practice of Jordan. For him to now complain about this, when
he was the one who insisted on it, is the height of hypocrisy.
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16. Jordan is also wrong that Jennifer Milosavljevic resigned as a board member of
Rentability. On August 21, 2022, I asked Jennifer to sign semiannual compliance package
documents for Rentability. Jennifer advised me by return email that given that she had switched
law firms, she could not sign the documents. See Milosavljevic Exhibit B, NYSCEF No. 37.
17. After receiving the email from Jennifer, I immediately reached out to Isaac and
Jordan via email asking them if there is anyone we can replace Jennifer with but I never received
a response with a replacement suggestion. Exhibit E is an email I sent to Jordan on August 21,
2022 concerning finding a replacement for Jennifer.1 I did not receive a response from Jordan with
a proposed replacement and I started looking for replacement options.
18. At that time, my work relationship with Jordan had deteriorated because of his
consistent claims that he is going to dissolve City5 and that I needed to seek employment
elsewhere. I was under the impression that Jordan did not have City5’s or Rentability’s best interest
in mind. Exhibit F are true text messages from Jordan threatening to dissolve City5.
19. Based on the numerous emails and conversations I had with Jennifer, it was clear
that she wanted to be replaced but had not submitted her resignation to the Board because a
replacement had not been found
20. I believed that Aleftina Budaeva (“Tina”) was the only logical choice for replacing
Jennifer because of Tina’s experience with affordable housing. I reached out to Isaac and discussed
the idea with him and asked him to speak to Tina around this time to let her know we were
interested in having her come aboard Rentability. In the past I was the one who brought Jennifer
1
This is one of the emails that I lost access to when Jordan deleted my email account. Was subsequently able to
obtain a copy of the email from Issac, and can confirm that it is a true and accurate copy of an email I sent to
Jordan and Issac on that date.
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on board for Rentability and I was working on onboarding Tina in a similar way. Jordan never
proposed any other candidate to replace Jennifer.
21. After Tina and Isaac spoke, Tina agreed to help and on August 23, 2022, I sent her
via slack the documents to review and to sign. Exhibit G are slack messages I sent to Tina
concerning singing compliance documents. Exhibit H are the signed compliance documents I
received back from Tina via slack.
22. At that time the semiannual compliance package was already overdue for
submission, which was due on August 8, 2022 and we needed to file the package to be in
compliance with HPD to allow closings for the cases to be scheduled which we had a couple of
coming up.
23. I was under the impression that in order for Jennifer to be replaced a “transfer
document” had to be executed to formally transfer her responsibilities to Tina. My plan was for
Jennifer to formally resign after the transfer document was executed.
24. On August 30, 2022, I sent Jennifer an email clarifying that in order to be properly
replaced she had to sign a “transfer document.” However, the “transfer document” was never
executed and Jennifer remained in her position on the Board. See Exhibit I. I have since learned
that to replace Jennifer, there would have to be a meeting of the board directors of Rentability at
which the new director would be elected or a unanimous written consent of the directors (myself,
Jordan and Jennifer) electing the new director.
25. Concerning the Board, given how informally Rentability was run and the fact that
no Board Meetings were ever called, I expected that Tina would be appointed by unanimous
consent. For example, no formal board meeting was held when Jennifer and I were elected to the
Board.
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26. With this expectation, I included Tina’s name on the Compliance Package filed
with HPD in August 2022 and then the Pre-Transaction Affidavit I submitted to the HPD on
October 20, 2022.
27. On September 16, 2022, I attended a Zoom call with Jordan where we spoke about
the situation at Rentability. I expressed to Jordan that we should replace Jennifer with someone as
soon as possible. During this conversation, I discussed with Jordan a project that would involve
working with a company called A-View Equities. Even though completing this project would be
in Rentability’s best interest, Jordan expressed intent not to honor the services because it would
involve working with Hasidic Jews.
28. Jordan then stated that Rentability had to be completely separated from City5 and
to not offer Rentability as a service for City5 clients. I stated that this was improper because we
had consistently offered Rentability as a service to City5 clients and stopping would harm
Rentability’s interests.
29. Jordan continued to insist that this must be done and also instructed me to cut Isaac
out of any communications pertaining to Rentability. Jordan threatened to remove me from the
Board if I did not follow these directions.
30. On October 20, 2022, I emailed Jennifer to schedule another call to discuss her
replacement and the call took place on October 24, 2022. Jennifer and I agreed that she was still
on the Board and that she must be replaced in accordance with Rentability’s By-Laws and with
Rentability’s best interests in mind. Exhibit I.
31. Indeed, Jennifer asked me for the By-Laws and certificate of incorporation so she
could determine the correct method for her to be replaced and whether she should resign. I emailed
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Jennifer the By-Laws and Rentability’s other corporate documents on October 24, 2022. Exhibit
I.
32. After Jennifer’s review of the By-Laws, she told me that she would not resign yet.
As a consequence, Jennifer remained on the board. It was not until the September 1, 2023, meeting
(which Jordan now attacks) that Jennifer was replaced.
33. City5 and Rentability are currently working on a project for Gerard Avenue
Properties, a project of 164 affordable units located at 414 & 445 Gerard Avenue, in the Bronx.
Rentability entered into the AA agreement where it was designated as an Administering Agent and
City5 was designated as the Marketing Agent for the affordable housing marketing & lease up
which commenced Spring 2023. The affordable housing lottery conducted by City5 is now
complete and tenant selection process is about to begin. Although the client signed the contract
with Rentability, City5 was designated as the Marketing Agent to perform the work on the lottery
for the Gerard Avenue Project with HPD. When we obtained this project, it was pitched by not
only Jordan, but also Isaac and myself and other City5 employees.
34. In July 2023, Jordan demanded that I stop working on the project and disconnected
the email address that City5 was using for this lottery, Estela@City5consulting.com. Jordan
claimed that City5 was never retained or authorized to work on this project. This was in express
contradiction to the representations made to the client. The client had always expected that City5
would do the actual work as it was communicated to the client numerous times. See Exhibit J.
35. More importantly, if City5 were to cease work on the project, the project could not
be completed by Rentability. Jordan would have to give the project to a competitor of City5,
which, given that he is a manager and co-owner of City5, would be improper. Or he would have
to hire staff for Rentability, which would make it City5’s competitor.
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36. Jordan, however, became enraged when I would not stop delivering on the
agreement that was made with the client, although stopping would put Rentability in breach of its
obligations as an Administering Agent and City5 in breach of its obligations as a Marketing Agent,
not to mention it would cause a lot of problems for the client.
37. Jordan’s direction to me was in direct contradiction of Rentability’s best interests.
It was clear that a failure to finish the project would result in losing the client and cause further
damage to Rentability’s reputation generally. Jordan knew that this action would result in
Rentability breaching several contracts, violating regulations and possibly opening up Rentability
to legal liability.
38. On August 25, 2023, I received a notice from Jordan that he was holding a special
meeting at 29 Hampton Road in Southampton, NY. Notably, although Jennifer was still on the
Board, she did not receive any notice of the meeting. When I looked up the address in
Southampton, I discovered it was a Starbucks, which is obviously not a place where we could hold
a board meeting.
39. The purported notice did not include any actual explanation of the purpose of the
meeting and instead only stated: “the special meeting will be held to discuss and vote on board
membership issues.” NYSCEF No. 14.
40. Jennifer asked Jordan to reschedule the meeting and provide her with proper notice
and then she would attend the meeting. However, Jordan did not do this and it appeared that his
goal was to be the only Board member present allowing him to summarily remove me from the
Board.
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41. I had no idea that the purpose of the board meeting was to remove me from the
Board. Much of the so-called “misconduct” that Jordan alleges I committed was done on his
explicit and implicit orders.
42. Jordan ran Rentability very informally and often violated its By-Laws and statutory
requirements. For example, no annual Board meetings to elect directors ever took place, in direct
contravention of the By-Laws.
43. At all times while I was on the Board, I acted in the best interests of Rentability. I
ensured that our reputation remained intact. Jordan at times ordered me to perform actions which
I believed were not in the best interests of Rentability. I believe that Jordan’s personal feud with
me and legal fight with Isaac Katz caused him to disregard Rentability’s best interests.
44. I sent an email to Jordan on August 28, 2023, expressing that the notice and location
of the meeting was insufficient. See Exhibit K. Jennifer and I discussed the situation and on August
30, 2023 I sent out a notice for an annual meeting to be held via Zoom. A copy of this notice is at
Exhibit L; See also NYSCEF No. 17, pg. 3-4.
45. Jordan did not attend the meeting, Jennifer and I did attend, constituting a quorum.
Our attorney Ms. Johnson assisted us with the meeting, at the meeting, as set forth the bylaws, we
elected a new slate of directors and officers consisting of Yoel Hershkowitch, Aaron Wolkowitz
and myself. We also passed a formal resolution ratifying City5 as a Marketing Agent and allowing
it to complete its work on the Gerard Avenue project. A copy of the minutes of that meeting is
annexed as Exhibit M.
46. I understand that Jordan purported to conduct his own meeting on at 9:00 am on
September 5, 2023 (the morning after the Labor Day weekend at the Southampton Starbucks).
That meeting, I would respectfully submit, is invalid for numerous reasons, among them that his
notice was not sent to all the then directors, that he was no longer a member of the board of
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directors on September 5, 2023, and even if he were still on the board, and had sent the appropriate
notice, a Starbucks in Southampton, about 90 miles away from Rentability’s office in New York
City, is clearly not the appropriate location for the board to meet. The meeting if it took place,
consisted of Jordan, and Jordan alone.
47. Jordan’s claims are baseless, and I never had an opportunity to defend myself.
Rentability is managed (and required to be managed) by a three-member board, of which Jordan
was only one member. It is not a corporation he owns or has any right to unilaterally control.
48. Given the falsity of Jordan’s accusations, the lack of specific notice, and the remote
location I believe that Jordan have purposefully set the meeting for a time and in a place where I
could not attend. Obviously, whatever grievance Jordan thought he had is not appropriately aired
in a Starbucks.
49. The allegations of alleged misconduct contained in the Board minutes for Jordan’s
so called meeting are repetitive, incorrect and vague. Many are related to the annual meeting that
I noticed on August 30, 2023, and my statements that Jennifer was still a member of the Board.
50. Jordan seems to focus on the fact that I allegedly did not perform his every demand
immediately, even though I determined that several of his directions could harm Rentability. My
duty of course was to Rentability, not to Jordan personally and Jordan does not specify how any
of this alleged “misconduct” harmed Rentability.
51. If anyone violated a duty to Rentability, it would be Jordan, as he consistently
refused to sign and notarize the documents in a timely manner, attend meetings with clients, speak
and coordinate with all board members, to hold elections to replace members and encouraged
Rentability to breach several contracts.
52. His plan to install himself as the sole board member of Rentability and his
allegations that Jennifer was not part of the board, could have had disastrous consequences for
Rentability. Having less than three board members violates Rentability’s by-laws, two statutes,
and could result in the eventual dissolution of the company.
53. For these reasons, the relief that Jordan seeks is clearly without merit and the
petition should be denied in all respects.
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FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK In the Matter of JORDAN BARDACH, Index No. 159110/2023 Petitioner, AFFIDAVIT OF ANNA MARTYNOVA IN LIEU OF -against- DIRECT TRIAL TESTIMONY ANNA MARTYNOVA, JENNIFER MILOSAVLJEVIC, YOEL HERSHKOWITCH, and ARON WOLOCOWITZ, Respondents, -against- RENTABILITY, INC., Nominal Respondent. Anna Martynova, being duly sworn, deposes and says: 1. I am one of the directors of Rentability, Inc. (“Rentability), its vice president, and one of the respondents herein. I respectfully submit this affidavit as my direct testimony in this proceeding. 2. By way of background, I have been a key employee of City5 Consulting LLC (“City5”) since 2016. Among other things, City5 is an approved marketing agent for affordable housing lotteries, NYC Housing Preservation and Development (HPD) and Housing Development Corporation (HDC) agencies. Our office is authorized to work on marketing, leasing up, compliance, monitoring & reporting of affordable housing under various programs. As shown in the various emails, I am the person who principally does this work. Jordan’s claim that I only operated as a secretary under his control and direction is untrue. 3. City5 is a limited liability company consisting of two members, petitioner Jordan Bardach (“petitioner” or “Jordan”) and Isaac Katz (“Isaac”). It is my understanding that City5 is 1 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 a limited liability company and Isaac Katz and Jordan Bardach each hold 50 percent membership, and each are a manager of City5. 4. In July 2015 Jordan and I moved in together and lived as partners up until October 2018, when I informed Jordan I was leaving. Despite our split, I remained an employee of City5 although, over the years, Jordan has often shown hostility towards me for personal reasons. Jordan has interfered with my work and has generally made my situation difficult. 5. In October 2018, Jordan and Isaac decided to form an entity to serve as an Administering Agent in connection with City5’s work. An Administering Agent is a not-for-profit entity that is designed to ensure compliance with various New York City affordable housing programs. Toward that end City5 engaged an attorney, at its expense, to create Rentability (see Exhibit A). 6. Originally the board of directors of Rentability consisted of Jordan, Martin Feinberg and Mary Knauf. Mary at the time was a City5 employee. 7. Jordan and I thereafter began work to have Rentability approved by HPD as an Administering Agent. After Ms. Knauf’s and Mr. Feinberg’s resignation, Jennifer Milosavljevic and I were put on the board of Rentability because of our experience and background. As Jordan explained to me, the board needed to include individuals who have experience in the area, and that Jennifer was included because of her background as a real estate attorney, and I was included because of my experience working on affordable housing lotteries at City5. I understand that Jordan communicated this to HPD. See Milosavljevic Aff ¶5; NYSCEF No. 35. 8. After Rentability was approved as an Administering Agent in April of 2020. I played a critical role in its work. Rentability had (and still has) no employees. At that time, we were primarily working remotely, and I was the only one who came into the office. In May of 2 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 2020, after we secured approval of Rentability as an approved administering agent, Jordan prepared an announcement to be sent to City5’s clients about the approval and the expanded services we could now supply to City5 clients. See Exhibit B; NYSCEF No. 43. 9. I have consistently performed all of the many duties Rentability required of me without complaint. It is important to note that City5 performs the work as an approved marketing agent, as described above in paragraph 2, while Rentability is an Administering Agent performs services described in paragraph 5. One of the responsibilities of the Administrating Agent is to provide pre-transaction affidavits for Inclusion Housing applications, which I prepare. 10. Rentability has been an integral part of City5’s offerings to its clients. Rentability was marketed to City5’s clients, on City5’s website, City5’s company brochure, and on City5’s sales calls with prospective clients. At no time has Rentability worked with any of City5’s competitors or against City5’s interest. 11. I was executing Rentability services for City5’s clients up until Jordan cut off my access to Rentability Dropbox files and email on February 1, 2023. Jordan also cut off my access to my City5 email address on the same day. My lack of access to those accounts has prevented myself and my counsel from obtaining evidence for this case, much of which confirms the facts that I am stating here. 12. Jordan says that I have taken sides in a dispute that has arisen between him and Isaac at City5. It is my understanding that a legal dispute arose between Isaac and Jordan after Jordan threatened to take certain intellectual property rights from City5 and put them in a new company of which Isaac would have no part of. Isaac brought a lawsuit against Jordan in August of 2022. Jordan expressed to me his anger at Isaac numerous times, but the suit that Isaac brought against Jordan did not involve me. My task was to do my job and provide services to our clients. 3 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 13. Jordan makes a number of false allegations about City5. He claims that Isaac “effectively locked me out of City5 and refuses to convey information about much of the company’s operations to me” (Jordan Aff ¶20). Jordan, however, left New York City for Southampton, New York in summer of 2022, and refused to return to City5’s New York City office. Jordan’s behavior, after Issac’s lawsuit, was disruptive, and many times appears to have been intended to undermine City5’s relationship with certain clients. For example, one of the clients, Naftali Group, would not proceed with us after Jordan refused to attend meeting with them and made derogatory and profane remarks about them. Despite his conduct, he was never, however, locked out of City5. 14. In addition, while Jordan claims that I forged his signature, that is even more untrue. Jordan Aff ¶¶ 31, 33. Jordan routinely would refuse to sign and notarize necessary documents, and instead would routinely ask that I use an existing signature of his and have James Wolf (a notary in the office) notarize his signature. See Exhibit C. 15. For example, on December 29, 2020, Jordan asked me to speak to Mr. Wolf to have him notarize a document by putting Jordan’s signature on the document himself. I did not want to do this, but Jordan would insist. Jordan chastised me for not following his instruction: Anna, I asked you to call James on his cell to ask him. You have a problem following direction which has been a continuing problem. I had to call him and find out you did’nt call him and he said fine to do what we did the last time. Ester is calling my cell phone. Please handle it. I am very disappointed in both of you for lack of leadership in urgency what I asked for help. Exhibit D. This was a standard practice of Jordan. For him to now complain about this, when he was the one who insisted on it, is the height of hypocrisy. 4 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 16. Jordan is also wrong that Jennifer Milosavljevic resigned as a board member of Rentability. On August 21, 2022, I asked Jennifer to sign semiannual compliance package documents for Rentability. Jennifer advised me by return email that given that she had switched law firms, she could not sign the documents. See Milosavljevic Exhibit B, NYSCEF No. 37. 17. After receiving the email from Jennifer, I immediately reached out to Isaac and Jordan via email asking them if there is anyone we can replace Jennifer with but I never received a response with a replacement suggestion. Exhibit E is an email I sent to Jordan on August 21, 2022 concerning finding a replacement for Jennifer.1 I did not receive a response from Jordan with a proposed replacement and I started looking for replacement options. 18. At that time, my work relationship with Jordan had deteriorated because of his consistent claims that he is going to dissolve City5 and that I needed to seek employment elsewhere. I was under the impression that Jordan did not have City5’s or Rentability’s best interest in mind. Exhibit F are true text messages from Jordan threatening to dissolve City5. 19. Based on the numerous emails and conversations I had with Jennifer, it was clear that she wanted to be replaced but had not submitted her resignation to the Board because a replacement had not been found 20. I believed that Aleftina Budaeva (“Tina”) was the only logical choice for replacing Jennifer because of Tina’s experience with affordable housing. I reached out to Isaac and discussed the idea with him and asked him to speak to Tina around this time to let her know we were interested in having her come aboard Rentability. In the past I was the one who brought Jennifer 1 This is one of the emails that I lost access to when Jordan deleted my email account. Was subsequently able to obtain a copy of the email from Issac, and can confirm that it is a true and accurate copy of an email I sent to Jordan and Issac on that date. 5 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 on board for Rentability and I was working on onboarding Tina in a similar way. Jordan never proposed any other candidate to replace Jennifer. 21. After Tina and Isaac spoke, Tina agreed to help and on August 23, 2022, I sent her via slack the documents to review and to sign. Exhibit G are slack messages I sent to Tina concerning singing compliance documents. Exhibit H are the signed compliance documents I received back from Tina via slack. 22. At that time the semiannual compliance package was already overdue for submission, which was due on August 8, 2022 and we needed to file the package to be in compliance with HPD to allow closings for the cases to be scheduled which we had a couple of coming up. 23. I was under the impression that in order for Jennifer to be replaced a “transfer document” had to be executed to formally transfer her responsibilities to Tina. My plan was for Jennifer to formally resign after the transfer document was executed. 24. On August 30, 2022, I sent Jennifer an email clarifying that in order to be properly replaced she had to sign a “transfer document.” However, the “transfer document” was never executed and Jennifer remained in her position on the Board. See Exhibit I. I have since learned that to replace Jennifer, there would have to be a meeting of the board directors of Rentability at which the new director would be elected or a unanimous written consent of the directors (myself, Jordan and Jennifer) electing the new director. 25. Concerning the Board, given how informally Rentability was run and the fact that no Board Meetings were ever called, I expected that Tina would be appointed by unanimous consent. For example, no formal board meeting was held when Jennifer and I were elected to the Board. 6 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 26. With this expectation, I included Tina’s name on the Compliance Package filed with HPD in August 2022 and then the Pre-Transaction Affidavit I submitted to the HPD on October 20, 2022. 27. On September 16, 2022, I attended a Zoom call with Jordan where we spoke about the situation at Rentability. I expressed to Jordan that we should replace Jennifer with someone as soon as possible. During this conversation, I discussed with Jordan a project that would involve working with a company called A-View Equities. Even though completing this project would be in Rentability’s best interest, Jordan expressed intent not to honor the services because it would involve working with Hasidic Jews. 28. Jordan then stated that Rentability had to be completely separated from City5 and to not offer Rentability as a service for City5 clients. I stated that this was improper because we had consistently offered Rentability as a service to City5 clients and stopping would harm Rentability’s interests. 29. Jordan continued to insist that this must be done and also instructed me to cut Isaac out of any communications pertaining to Rentability. Jordan threatened to remove me from the Board if I did not follow these directions. 30. On October 20, 2022, I emailed Jennifer to schedule another call to discuss her replacement and the call took place on October 24, 2022. Jennifer and I agreed that she was still on the Board and that she must be replaced in accordance with Rentability’s By-Laws and with Rentability’s best interests in mind. Exhibit I. 31. Indeed, Jennifer asked me for the By-Laws and certificate of incorporation so she could determine the correct method for her to be replaced and whether she should resign. I emailed 7 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 Jennifer the By-Laws and Rentability’s other corporate documents on October 24, 2022. Exhibit I. 32. After Jennifer’s review of the By-Laws, she told me that she would not resign yet. As a consequence, Jennifer remained on the board. It was not until the September 1, 2023, meeting (which Jordan now attacks) that Jennifer was replaced. 33. City5 and Rentability are currently working on a project for Gerard Avenue Properties, a project of 164 affordable units located at 414 & 445 Gerard Avenue, in the Bronx. Rentability entered into the AA agreement where it was designated as an Administering Agent and City5 was designated as the Marketing Agent for the affordable housing marketing & lease up which commenced Spring 2023. The affordable housing lottery conducted by City5 is now complete and tenant selection process is about to begin. Although the client signed the contract with Rentability, City5 was designated as the Marketing Agent to perform the work on the lottery for the Gerard Avenue Project with HPD. When we obtained this project, it was pitched by not only Jordan, but also Isaac and myself and other City5 employees. 34. In July 2023, Jordan demanded that I stop working on the project and disconnected the email address that City5 was using for this lottery, Estela@City5consulting.com. Jordan claimed that City5 was never retained or authorized to work on this project. This was in express contradiction to the representations made to the client. The client had always expected that City5 would do the actual work as it was communicated to the client numerous times. See Exhibit J. 35. More importantly, if City5 were to cease work on the project, the project could not be completed by Rentability. Jordan would have to give the project to a competitor of City5, which, given that he is a manager and co-owner of City5, would be improper. Or he would have to hire staff for Rentability, which would make it City5’s competitor. 8 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 36. Jordan, however, became enraged when I would not stop delivering on the agreement that was made with the client, although stopping would put Rentability in breach of its obligations as an Administering Agent and City5 in breach of its obligations as a Marketing Agent, not to mention it would cause a lot of problems for the client. 37. Jordan’s direction to me was in direct contradiction of Rentability’s best interests. It was clear that a failure to finish the project would result in losing the client and cause further damage to Rentability’s reputation generally. Jordan knew that this action would result in Rentability breaching several contracts, violating regulations and possibly opening up Rentability to legal liability. 38. On August 25, 2023, I received a notice from Jordan that he was holding a special meeting at 29 Hampton Road in Southampton, NY. Notably, although Jennifer was still on the Board, she did not receive any notice of the meeting. When I looked up the address in Southampton, I discovered it was a Starbucks, which is obviously not a place where we could hold a board meeting. 39. The purported notice did not include any actual explanation of the purpose of the meeting and instead only stated: “the special meeting will be held to discuss and vote on board membership issues.” NYSCEF No. 14. 40. Jennifer asked Jordan to reschedule the meeting and provide her with proper notice and then she would attend the meeting. However, Jordan did not do this and it appeared that his goal was to be the only Board member present allowing him to summarily remove me from the Board. 9 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 41. I had no idea that the purpose of the board meeting was to remove me from the Board. Much of the so-called “misconduct” that Jordan alleges I committed was done on his explicit and implicit orders. 42. Jordan ran Rentability very informally and often violated its By-Laws and statutory requirements. For example, no annual Board meetings to elect directors ever took place, in direct contravention of the By-Laws. 43. At all times while I was on the Board, I acted in the best interests of Rentability. I ensured that our reputation remained intact. Jordan at times ordered me to perform actions which I believed were not in the best interests of Rentability. I believe that Jordan’s personal feud with me and legal fight with Isaac Katz caused him to disregard Rentability’s best interests. 44. I sent an email to Jordan on August 28, 2023, expressing that the notice and location of the meeting was insufficient. See Exhibit K. Jennifer and I discussed the situation and on August 30, 2023 I sent out a notice for an annual meeting to be held via Zoom. A copy of this notice is at Exhibit L; See also NYSCEF No. 17, pg. 3-4. 45. Jordan did not attend the meeting, Jennifer and I did attend, constituting a quorum. Our attorney Ms. Johnson assisted us with the meeting, at the meeting, as set forth the bylaws, we elected a new slate of directors and officers consisting of Yoel Hershkowitch, Aaron Wolkowitz and myself. We also passed a formal resolution ratifying City5 as a Marketing Agent and allowing it to complete its work on the Gerard Avenue project. A copy of the minutes of that meeting is annexed as Exhibit M. 46. I understand that Jordan purported to conduct his own meeting on at 9:00 am on September 5, 2023 (the morning after the Labor Day weekend at the Southampton Starbucks). That meeting, I would respectfully submit, is invalid for numerous reasons, among them that his notice was not sent to all the then directors, that he was no longer a member of the board of 10 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 directors on September 5, 2023, and even if he were still on the board, and had sent the appropriate notice, a Starbucks in Southampton, about 90 miles away from Rentability’s office in New York City, is clearly not the appropriate location for the board to meet. The meeting if it took place, consisted of Jordan, and Jordan alone. 47. Jordan’s claims are baseless, and I never had an opportunity to defend myself. Rentability is managed (and required to be managed) by a three-member board, of which Jordan was only one member. It is not a corporation he owns or has any right to unilaterally control. 48. Given the falsity of Jordan’s accusations, the lack of specific notice, and the remote location I believe that Jordan have purposefully set the meeting for a time and in a place where I could not attend. Obviously, whatever grievance Jordan thought he had is not appropriately aired in a Starbucks. 49. The allegations of alleged misconduct contained in the Board minutes for Jordan’s so called meeting are repetitive, incorrect and vague. Many are related to the annual meeting that I noticed on August 30, 2023, and my statements that Jennifer was still a member of the Board. 50. Jordan seems to focus on the fact that I allegedly did not perform his every demand immediately, even though I determined that several of his directions could harm Rentability. My duty of course was to Rentability, not to Jordan personally and Jordan does not specify how any of this alleged “misconduct” harmed Rentability. 51. If anyone violated a duty to Rentability, it would be Jordan, as he consistently refused to sign and notarize the documents in a timely manner, attend meetings with clients, speak and coordinate with all board members, to hold elections to replace members and encouraged Rentability to breach several contracts. 52. His plan to install himself as the sole board member of Rentability and his allegations that Jennifer was not part of the board, could have had disastrous consequences for Rentability. Having less than three board members violates Rentability’s by-laws, two statutes, and could result in the eventual dissolution of the company. 53. For these reasons, the relief that Jordan seeks is clearly without merit and the petition should be denied in all respects. 11 of 12 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 100 RECEIVED NYSCEF: 10/27/2023 12 of 12