Legal Document: Jordan Bardach v. Anna Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, Aron Wolocowitz, Rentability, Inc. (Nominal Respondent)

On September 18, 2023 a ANSWER WITH COUNTER-CLAIM(S) was filed involving a dispute between Jordan Bardach, and Anna Martynova, Aron Wolocowitz, Jennifer Milosavljevic, Rentability, Inc., Yoel Hershkowitch, for Commercial - Other - Commercial Division (N-PCL 618) in the District Court of New York County.

Preview
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
In the Matter of
JORDAN BARDACH, Index No. 159110/2023

Petitioner,

-against-

ANNA MARTYNOVA,
JENNIFER MILOSAVLJEVIC, VERIFIED ANSWER WITH
YOEL HERSHKOWITCH, and COUNTER-CLAIM
ARON WOLOCOWITZ,

Respondent,

-against-

RENTABILITY, INC.,

Nominal
Respondent.

Nominal Respondent Rentability, Inc. by and through its undersigned

attorney Angelyn Johnson & Assoc. LLC hereby appears on behalf of Rentability

Inc. and directs that all pleadings and correspondence be sent to 26 Court Street,

suite 2610, Brooklyn, New York 11242: 718-875-2145 and hereby answers the Petition

of Petitioner Jordan Bardach as follows:

NATURE OF PETITION

1. The instant petition stems from Nominal Respondent Anna Martynova and

Jennifer Milosavljevic’s unlawful and improper actions taken to remove

Petitioner as a director, President, and Treasurer of Rentability, Inc., a New York

not-for-profit corporation, and to avoid Martynova’s own removal from the

1 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

board of directors for cause due to her breach of fiduciary duties to Rentability,

Inc.

Response: Nominal Respondent denies the allegations contained in

paragraph 1.

2. In their attempt to transfer control over Rentability, Inc., Martynova and

Milosavljevic unlawfully and in contradiction to the by-laws of Rentability, Inc.,

noticed an “annual meeting” on less than 48-hours’ notice (noticed on August

30, 2023) and purportedly voted in an election held at such “annual meeting”

conducted on September 1, 2023 to appoint new board members and officers

(Nominal Respondent Martynova, Hershkowitch and Wolocowitz)

Response: Nominal Respondent denies the allegations contained in

paragraph 2.

3. Such “annual meeting” was called and conducted in violation of Rentability’s

By- Laws and New York Not For Profit Corporation Law as it was not called at the

direction or authority of the board, it was not noticed with sufficient time and

was noticed and conducted by Milosavljevic, who had resigned from the board

over a year prior to the meeting and therefore had no authority to take any

action as a board member whatsoever.

Response: Nominal Respondent denies the allegations contained in

paragraph 3.

4. The 48-notice of the “annual meeting” on August 30, 2023 was a desperate

attempt by Martynova to avoid a Special Meeting properly noticed by Petitioner

2 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

on August 25, 2023 to be held on September 6, 2023. Martynova was aware that

such meeting was to discuss her various improper acts and breach of fiduciary

duty and to vote on removing her from the board. Therefore, Martynova

attempted to preempt the Special Meeting by noticing an “annual meeting” on

less than 48-hours’ notice which she knowing had no authority to notice or

conduct as Secretary of Rentability.

Response: Nominal Respondent denies the allegations contained in

paragraph 4.

5. Upon information and belief, such actions taken by Respondents were taken at

the direction of non-party Isaac Katz to exert pressure on Petitioner in relation to

an unrelated pending litigation. Nominal Respondent now attempts to gain

control over Rentability and bestow such control to Katz for his financial gain.

Such is apparent from the actions of respondent Martynova and as Nominal

Respondent Hershkowitch and Wolocowitz are business associates and

longstanding friends of Katz and clients of City5, an entity fifty-percent owned

by Katz and where Martynova is employed.

Response: Nominal Respondent denies the allegations contained in

paragraph 5, except admits that Katz has a 50 percent interest in City5 and

employs Martynova.

6. Nominal Respondent Hershkowitch and Wolocowitz have had no connection or

involvement in the operation of Rentability, Inc. whatsoever since it was formed

in 2018 until their purported election the board of directors on September 1, 2023.

3 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Response: Nominal Respondent denies the allegations contained in

paragraph 6, except admits that Hershkowitz and Wolocowitz did not hold

any position in Rentability prior to the election of the Board.

7. Petitioner now petitions the Court pursuant to New York Not-For-Profit

Corporation Law § 618 to deem such actions of Nominal Respondent related to

the improper noticing and conducting of the “annual meeting”, including the

election purportedly held at such meeting on September 1, 2023, null, void and

of no effect.

Response: Paragraph 7 states a legal conclusion to which no response is

required. To the extent that paragraph 7 states factual allegations, Nominal

Respondent denies the allegations.

THE PARTIES

8. Petitioner, Jordan Bardach, is a natural person and a Director on the board of

directors, President, and Treasurer of Rentability, Inc., since its formation in 2018.

Response: Nominal Respondent denies the allegations contained in

paragraph 8, except admits that Bardach is a natural person and admits that

he was a member of the board of directors and that he was President and

Treasurer until September 1, 2023.

9. Rentability, Inc. (“Rentability”), Nominal Respondent, is a not-for-profit

corporation formed under the laws of the State of New York with a principal

4 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

place of business located at 16 Madison Square West,10th Floor, New York, NY

10010.

Response: Nominal Respondent admits the allegations in Paragraph 9.

10. Respondent, Anna Martynova is a natural person and former director and

Secretary of Rentability, Inc. and was purportedly elected to the board of

directors of Rentability, Inc. on September 1, 2023

Response: Nominal Respondent denies the allegation that Martynova is a

former director and secretary, aver that Martynova was first elected before

September 1, 2023, and aver that she was re-elected on September 1, 2023.

11. Respondent Jennifer Milosavljevic is a natural person and former director of

Rentability, Inc.

Response: Nominal Respondent admits the allegation in paragraph 11,

except denies that to the extent that the meeting on September 1, 2023 was

not valid (which is denied), then Milosavljevic is not a former director.

12. Respondent Yoel Hershkowitch is a natural person and was purportedly elected

to the board of directors of Rentability, Inc. on September 1, 2023.

Response: Nominal Respondent admits the allegations in paragraph 12

except for the word “purportedly.”

13. Respondent Aron Wolocowitz is a natural person and was purportedly elected

to the board of directors of Rentability, Inc. on September 1, 2023

Response: Nominal Respondent admits the allegations in paragraph 13

except for the word “purportedly.”

5 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

JURISDICTION AND VENUE

14. This Court has jurisdiction over the Petition and the parties as it is brought pursuant

to New York Not-For-Profit Corporation Law § 618. Respondent Rentability has a

principal place of business in the County of New York, State of New York.

Response: Paragraph 14 alleges legal conclusions to which no response is

required. Nominal Respondent admits that Rentability has its principlal place

of business in New York County.

FACTS

15. Rentability was formed on November 8, 2018, through Petitioner’s efforts.

Attached as Exhibit 1 is a true copy of Certificate of Incorporation of Rentability

Inc.

Response: Nominal Respondent denies the allegations in paragraph 15,

except admits Rentability was formed on or about November 8, 2018 and

Exhibit 1 is a copy of its certificate of incorporation.

16. Rentability was formed to act as an Administering Agent (“AA”) for New York

City’s Housing Preservation & Development (“HPD”). The AA is required to be a

not-for-profit corporation and is responsible for ensuring compliance pursuant to

an Inclusionary Housing Program or Cure Regulatory Agreement or Restrictive

Declaration. In Mandatory Inclusionary, Voluntary Inclusionary, and Cure

Programs, the AA responsibilities include, but are not limited to, the rental and

re-rental of Inclusionary/Cure units, lease review, tenant selection, income

6 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

verification, and ongoing compliance with the Regulatory Agreement or

Restrictive Declaration.

Response: Nominal Respondent admits the allegations contained in

paragraph 16.

17. Respondent was responsible for shepherding Rentability through the process

and gaining approval for AA status. It was not until April 29th, 2020, that

Rentability received approval from HPD, officially recognizing it as a qualified

AA.

Response: Nominal Respondent denies the allegations of paragraph 17

except admits that petitioner along with others, including Anna Martynova,

worked to have Rentability approved by HPD as an AA and admits that such

approval was obtained on or about April 29, 2020.

18. In 2018, upon the incorporation, and pursuant to the Certificate of Incorporation,

the initial three directors consisted of Petitioner, Martin Feinberg and Mary Knauf.

It was at this time Petitioner was appointed as President and Treasurer, Martin

Feinberg was appointed Vice President, and Mary Knauf was appointed

Secretary and the By-Laws of Rentability were approved.

Response: Admits that the initial board of directors consisted of Jordan

Bardach, Martin Feinberg and Mary Knauf and that they initially held the

offices indicated.

19. Attached as Exhibit 2 is a true copy of By-Laws of Rentability Inc. These By- Laws

were never amended and have been in place since Rentability’s formation.

7 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Response: Nominal Respondent admits the allegations in paragraph 19.

20. In or about February 2019, Feinberg and board signed their roles as directors and

officers, leaving two vacancies on the board that were to be filed. Such

resignations were effective immediately pursuant to the By-Laws (Art. III, Sec.

3.(b)).

Response: Nominal Respondent denies the allegations contained in

paragraph 20, except admits that Feinberg and Knauf resigned as directors

and officers of Rentability and were replaced by Martynova and

Milosavljevic.

21. On September 19, 2019, by vote of the board, Anna Martynova and Jennifer

Milosavljevic were appointed to the board of directors of Rentability, along with

Petitioner. Martynova was also appointed Secretary and Milosavljevic was

appointed Vice President, Petitioner remained President and Treasurer

Response: Nominal Respondent on information and belief admits the

allegations in paragraph 21.

22. It was explicitly communicated and understood that in her role of Secretary,

respondent Martynova could not act or make higher level decisions. Martynova

was aware that she did not have the authority to enter contracts, procure

services from vendors, or undertake any similarly substantial actions, as set forth

in the By-Laws.

Response: Nominal Respondent denies the allegations in paragraph 22.

8 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

23. During the summer of 2022, a disagreement between Petitioner and Isaac Katz,

both fifty-percent partners at City5 Consulting, LLC (“City5”) resulted in litigation,

which is still pending as of the date of this Verified Petition.

Response: Nominal Respondent denies the allegations in paragraph 23,

except state the following: In early 2022, Bardach threatened Katz with

taking intellectual property that had been developed by City5 and moving

it to a separate company that Bardach would own without Katz. Katz

commenced an action against Bardach based on his threats to usurp

corporate assets and other wrongful conduct. See City5 Consulting LLC and

Isaac Katz v. Jordan Bardach, Kings Co. Index no. 532/22. Bardach also

engaged in other acts of misconduct, including paying himself portions of an

SBA Loan and improperly taking other monies out of City5. Since early 2022,

Bardach has effectively withdrawn from most of City5’s operations, leaving

Katz and City5 employees, such as Martynova, to pick up the slack and

attempt to keep the company alive.

24. Martynova, who was also employed by City5, had taken sides with Katz (who

effectively locked Petitioner out of City5 and refused to convey information

about much of the company’s operations to Petitioner) and she had growingly

ceased to relay necessary information to Petitioner or be cooperative in running

Rentability.

Response: Nominal Respondent denies the allegations in Paragraph 24.

9 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

25. Although Katz had no legitimate role in Rentability, upon information and belief,

Katz began directing Martynova on how to conduct Rentability business and to

not provided to me information regarding Rentability business matters.

Response: Nominal Respondent denies the allegations in paragraph 25.

26. On August 21, 2022, respondent Milosavljevic resigned from her position as an

officer and board member in writing to Petitioner and Martynova, whereby

Milosavljevic refused to sign a document that was required to be submitted to

HPD that certified her position on the board of Rentability. Attached as Exhibit 3

is a true copy of the email from Milosavljevic dated August 21, 2022 where she

informs the board that due to a change in her employment and “exclusivity

agreement” with her new firm she would no longer be able to fulfill her duties at

Rentability, closing with “I apologize for any inconvenience this may cause and

wish you guys the best of luck.”

Response: Nominal Respondent denies the allegations in paragraph 26.

27. Milosavljevic had no further involvement in Rentability whatsoever and no

contact with Petitioner regarding Rentability prior to her fraudulently asserting

that she remained a board member over a year later.

Response: Nominal Respondent denies the allegations in paragraph 27.

28. The remaining board members considered the August 21, 2022 email to be a

resignation by Milosavljevic from her director position at Rentability effective

immediately since pursuant to Rentability’s By-Laws, Article III Section 3(b):

A director may resign at any time by giving written notice to the Board of
Directors or to an officer of the Corporation. Unless otherwise specified in the
10

10 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

notice, the resignation shall take effect upon receipt thereof by the Board of
Directors or such officer. Acceptance of such resignation shall not be necessary
to make it effective.

Response: Nominal Respondent denies the allegations in paragraph 28,

except to refer to the By-Laws for the terms thereof.

29. Such was confirmed in an email correspondence from Martynova to Petitioner

dated September 14, 2023 where Martynova reiterated “I am afraid Jennifer

[Milosavljevic] can no longer be a part of Rentability due to her new job.”

Response: Nominal Respondent denies the allegations in paragraph 29,

except to refer to the email for the terms thereof.

30. Martynova then suggested an appointment of an individual, an employee of

City5, which had been suggested to her by Katz. Petitioner responded that Katz

should not be involved in communications concerning the board of Rentability,

as Katz had no position with Rentability.

Response: Nominal Respondent denies the allegations of paragraph 30

except admits that Martynova suggested a replacement director, which

petitioner refused to consider.

31. Petitioner had a virtual meeting with Martynova that same week to discuss an

appointment for the vacant director position and the company operations.

Petitioner unequivocally informed her that Petitioner would not vote to appoint

the suggested City5 employee to the vacant board member position. Petitioner

also voiced his mounting frustration with Martynova, drawing attention to what

seemed to be her deliberate actions, which seemed to be escalating, to
11

11 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

withhold pertinent communications and updates on essential Rentability work-

related matters.

Response: Nominal Respondent denies the allegations of paragraph 31,

except admits that petitioner refused to consider a replacement director for

Milosavljevic.

32. It was agreed at this meeting that Martynova and Petitioner would remain in

their positions on the board, but that we would have to seek a third board

member for the vacant position that would add value or experience to the not-

for-profit corporation. The board of directors of Rentability did not at that point,

or ever, fix a specific date, time or place to hold its annual meetings or a regular

meeting.

Response: Denies the allegations of paragraph 32 except admits that

petitioner refused to conduct a board meeting to replace Milosavljevic

33. As time progressed, it became evident that Martynova was intentionally

withholding vital information, despite Petitioner persistent requests to be

included in correspondence involving developers, clients, HPD, and other

relevant parties. Petitioner harbored increasing concerns that her misconduct

might escalate, further impeding Petitioner’s ability to adequately fulfill his

responsibilities as a director and President of Rentability.

Response: Nominal Respondent denies the allegations in paragraph 33,

except for the allegations of Petitioner’s state of mind, for which Nominal

Respondent denies information or knowledge to respond to.

12 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

34. Petitioner uncovered a substantial amount of misconduct by Martynova,

including but not limited to what seemed to be acts of forgery, unauthorized

notarization, falsification and destruction of documents, and the misuse of the

City5 email domain in matters pertaining to Rentability, ostensibly to conceal her

activities, among other transgressions.

Response: Nominal Respondent denies the allegations in paragraph 3.

35. Alarmingly, there was also a fraudulent attempt to appoint or hold out the

rejected City5 employee as a board member of Rentability (to fill the vacant

spot created by Milosavljevic’s resignation) without Petitioner’s knowledge or

consent.

Response: Denies the allegations of paragraph 35.

36. This fraudulent action included submissions by Martynova to HPD of documents

falsely bearing Petitioner’s signature with a false notarization. The submissions

contained false information, notably listing the rejected City5 employee as a

board member and vice president of Rentability, Inc. Martynova also submitted

documents signed by her falsely listing the rejected City5 employee as a board

member and vice president of Rentability, Inc

Response: Nominal Respondent denies the allegations of paragraph 36.

37. Petitioner’s spoke with the City5 employee over the phone after finding the

forged document and she informed Petitioner that she thought Petitioner had

requested Katz and/or Martynova to speak with her about board membership

and expressed surprise and regret about what had occurred. She later sent

13 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Petitioner a resignation email to ensure that there would be no confusion that

she was not a board member – even though she had never properly been

appointed by the board of directors.

Response: Nominal Respondent denies the allegations of paragraph 37

except denies knowledge or information to form a belief as to the content of

any conversations as to which none of the Nominal Respondent were part

of.

38. Due to the improper conduct and breach of fiduciary duties of Martynova,

Martynova’s misconduct needed to be addressed and she had to be removed

from the board for cause, as allowed by the By-Laws of Rentability (Art. III Sec. 3.

(a)).

Response: Nominal Respondent denies the allegations in paragraph 38.

A. Calling of the Special Meeting by Petitioner President

39. To address Martynova’s misconduct and effectuate her removal from the board

of directors, on August 25, 2023, Petitioner, as President of Rentability, sent notice

of special meeting to be held on September 5, 2023. The ten-day notice of the

special meeting fully complied with the By-Laws of Rentability since the President

was authorized to call a special meeting (Art. III, Sec. 5(b)).

Response: Nominal Respondent denies the allegations in paragraph 39,

except refer to the above By-Laws for its terms.

14 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

40. Martynova responded on August 28, 2023, claiming the notice of the special

meeting was insufficient due to the non-inclusion of the resigned director and

respondent Milosavljevic.

Response: Nominal Respondent denies the allegations in paragraph 40,

except refer to the above email for its terms.

41. Petitioner responded to this false assertion in the context of his response to the

shame “annual meeting” noticed by Martynova and Milosavljevic and

completely rejected the assertion that Milosavljevic was a board member after

her resignation in August 2022.

Response: Nominal Respondent denies the allegations in paragraph 41,

except refer to email for its terms.

42. On September 5, 2023 at 9:00am, Petitioner attended the properly noticed

Rentability special board meeting. Martynova did not attend.

Response: Nominal Respondent denies the allegations in paragraph 42.

43. As a result of the special board meeting, a resolution was passed removing

Martynova from the board of directors effective immediately due to her

improper actions and violation of her fiduciary duties to Rentability.

Response: Nominal Respondent denies the allegations in paragraph 43.

44. Martynova was also removed as an officer by unanimous written consent of the

board on September 6, 2023.

Response: Nominal Respondent denies the allegations in paragraph 44.

15 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

45. On September 8, 2023, Petitioner sent notice to Martynova that she had been

removed as a director and officer of Rentability.

Response: Nominal Respondent denies the allegations in paragraph 45.

46. On August 30, 2023, five days after Petitioner had properly noticed the

September 5, 2023 special meeting, Petitioner received an email from

Martynova at 1:41pm, which also copied Milosavljevic, providing a "Notice of

annual board of directors meeting for Rentability, Inc." scheduled for September

1, 2023 at 12pm.

Response: Nominal Respondent denies the allegations in paragraph 46,

except admits that Petitioner was sent a notice of the September 1, 2023

meeting.

47. The less than 48 hours’ noticing of such “annual” meeting (which was clearly in

violation of Rentability’s by-laws and New York law) was an obvious attempt to

avoid having to attend the properly noticed September 5 special meeting and

to improperly remove the Petitioner from the board in furtherance of the

improper actions Martynova had been taking in violation of her duties to

Rentability and for the benefit of Katz.

Response: Nominal Respondent denies the allegations in paragraph 47.

48. No reoccurring regular annual or other regular meeting date, or specific date

for an annual meeting had ever been set by board. Therefore, the noticing of

this “annual meeting” was a farce, and knowingly not authorized by board, the

By-Laws of Rentability or allowed under New York law (NY N-PCL § 710(b)).

16 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Response: Nominal Respondent denies the allegations in paragraph 48.

49. Petitioner promptly responded, reminding both Martynova and Milosavljevic of

Milosavljevic’s resignation, and explicitly stating his objection to the noticing of

the “annual meeting” as follows:

Anna and Jennifer,

To follow up on my prior email, and to make clear my objection to the
improper notice and proposed purported board meeting, please be
advised that I object to the “Notice of annual board meeting for
Rentability Inc.” (the “Notice”) and do not waive the requirements of
proper notice of any meeting that is properly called pursuant to the By-
Laws of Rentability, Inc. or other applicable laws. The deficiencies of the
Notice include, among other things, the proposed meeting is not a
regular meeting of the Board of Directors for which the time and place
have been fixed by the majority vote of the Board Of Directors at a duly
called meeting for which a quorum is present, nor is it an annual meeting
approved by the Board, as required by the By-Laws and applicable law.
Furthermore, and in any event, the purported Notice has not been
delivered with sufficient advance notice.

I again remind you that Jennifer resigned from the Board of Directors over
a year ago and she has had no involvement in Rentability since her
resignation and cannot now fraudulently deem herself a member of the
Board for the purpose of calling a meeting of the Board and voting as a
Board member in such meeting.
Furthermore, I’ve observed that Jennifer included the title of “Treasurer”
in her email signature below, even though she had never actually held
that position.

Finally, please be advised that in the event the proposed meeting is held,
and any actions are taken on behalf of Rentability on the basis of this
clearly improper and potentially fraudulent “board meeting,” they will be
invalid actions of Rentability of no force or effect. I will also be forced to
take legal action and, if appropriate or required, contact The Office of
the New York State Attorney General in its capacity as regulator of
nonprofit organizations in New York
Response: Nominal Respondent denies the allegations in paragraph 49 and

refers to the email for the terms thereof.

17 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

50. Petitioner did not receive a response to his email. It was not until after Petitioner

had emailed Martynova of her removal from her positions with Rentability, on

September 8, 2023, that Petitioner received an email from an attorney

purporting (as no one had the authority to retain such attorney other than

Petitioner) to represent Rentability. The email attached the alleged resolutions

adopted by the sham board on September 1, 2023. Attached as Exhibit 4 is a

true copy of the email dated September 8, 2023, with attachments.

Response: Nominal Respondent denies the allegations in paragraph 50 and

refer to the email for the terms thereof.

51. In such communications, the attorney informed Petitioner for the first time that

the Nominal Respondent had purportedly held the sham “annual meeting” and

voted in an election to install Nominal Respondent Wolocowitz and

Hershkowitch as directors in place of Petitioner and respondent Milosavljevic.

Response: Nominal Respondent denies the allegations in paragraph 51 and

refers to the email for the terms thereof.

52. It is particularly suspicious, and noteworthy, that respondent Milosavljevic, after

resigning from the board and not being involved with Rentability for over a year,

to suddenly appear, vehemently claim and demand to still be a board member

and then with her first act since her resignation vote herself off the board and

appoint two business associates of Katz in the process.

Response: Nominal Respondent denies the allegations in paragraph 52.

18 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

53. In short, the election was a sham. It was carefully orchestrated by Katz and

respondent Martynova to accomplish their agenda of taking control of

Rentability and running it for their own purposes and benefit.

Response: Nominal Respondent denies the allegations in paragraph 53.

54. The “annual meeting” noticed and held by Nominal Respondent and election

conducted at such meeting must be deemed to be invalid, null and void, as

such violates both the By-Law of Rentability and New York Not-For-Profit

Corporation Law.

Response: Nominal Respondent denies the allegations in paragraph 54.

55. The 48-hour notice of the purported “annual meeting” was in violation of New

York Not-For-Profit Corporation law in that such notice did not provide the

required 10-day notice as set forth in NY N-PCL § 605(a) (. . . If the notice is given

personally, by first class mail or by facsimile telecommunications or by electronic

mail, it shall be given not less than ten nor more than fifty days before the date

of the meeting . . .”).

Response: Nominal Respondent denies the allegations in paragraph 55.

56. Nominal Respondent did not have the authority to notice the time and place

for an annual meeting pursuant to New York Not-For-Profit Corporation Law §

710(b) as “[t]he time and place for holding annual or regular meetings of the

board shall be fixed by or under the by-laws, or, if not so fixed, by the board.”

Response: Nominal Respondent denies the allegations in paragraph 56.

19 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

57. The By-laws do not fix the time or place of Rentability’s annual board meeting,

furthermore, the board of directors never properly noticed and held a board

meeting in which it voted on a time and place for which the annual meeting (or

a regular meeting) would be fixed.

Response: Nominal Respondent denies the allegations in paragraph 57,

except respectfully refer to the By-Laws for the terms thereof.

58. Since Milosavljevic had resigned from the board a year prior to the notice of the

“annual meeting” she had no authority to appear and vote at such meeting

and therefore there was no quorum in violation of the By-Laws and Rentability

(Art. III, Sec. 3(b)) and New York Not-For-Profit Corporation Law §608(a). Both

respondent Martynova and Petitioner would have had to have appear at the

“annual meeting” purportedly held on September 1, 2023 for there to have been

a majority of the board present and thus a quorum.

Response: Nominal Respondent denies the allegations in paragraph 58.

59. Petitioner has been aggrieved by such acts and conduct, has been prejudiced

and injuriously affected and has been and continues to be by the acts of such

persons assuming to act as directors and officers of Rentability by virtue of the

illegal proceedings.

Response: Nominal Respondent denies the allegations in paragraph 59.

60. This matter is brought on by order to show cause by reason of the nature of the

of the nature of the proceeding and the need to provide the method of service

on the parties in interest.

20 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Response: Nominal Respondent lacks information or knowledge to respond

to paragraph 60.

61. No previous application for the relief herein sought has been made to any Court

or Judge.

Response: Nominal Respondent admits the allegations in paragraph 61.

FIRST AFFIRMATIVE DEFENSE
(Failure to State a Claim)

62. Petitioner fails to state a claim against Nominal Respondent upon which relief

can be granted.

SECOND AFFIRMATIVE DEFENSE
(Alleged Irregularity was Harmless)

63. Petitioner fails to allege how any irregularity in the election process altered the

result of the election.

THIRD AFFIRMATIVE DEFENSE
(Standing)

64. Petitioner lacks standing to maintain the claims alleged against Nominal

Respondent.

FOURTH AFFIRMATIVE DEFENSE
(Bad Faith)

65. Petitioner’s claims are barred based on its own conduct being in bad faith.

FIFTH AFFIRMATIVE DEFENSE
(Consent)

66. Petitioner’s claims are in whole or in part barred because of ratification,

agreement, acquiescence, or consent to defendant’s alleged conduct.

21 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

SIXTH AFFIRMATIVE DEFENSE
(Waiver)

67. Petitioner’s claims are in whole or in part barred by virtue of his conduct

constituting one or more waivers.

SEVENTH AFFIRMATIVE DEFENSE
(Estoppel)

68. Petitioner is estopped from seeking recovery on its claims against Nominal

Respondent based on his own actions and conduct.

EIGTH AFFIRMATIVE DEFENSE
(Unclean Hands)

69. Petitioner’s claims are barred by the doctrine of unclean hands to the extent

that he seeks an equitable remedy.

NINTH AFFIRMATIVE DEFENSE
(No Attorneys’ Fees or Costs)

70. Petitioner fails to state a claim against Nominal Respondent upon which

attorneys’ fees or costs can be awarded.

TENTH AFFIRMATIVE DEFENSE
(Reserve Rights)

71. Nominal Respondent reserves the right to raise any and all defenses that may

become evident during discovery and during any other proceedings in this

action.

AS AND FOR A FIRST COUNTER-CLAIM
REPLEVIN
72. Jordan Bardach (“Bardach”) has sole dominion and control of all of the assets

held by Rentability held in the Rentability bank account at JP Morgan Chase

Bank under account # 787513982 ,

22 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

73. Mr. Bardach has wrongfully retained all Rentability’s books and records,

including website and domain, Dropbox files, email access, and all other

applicable books records and authorizations necessary for Rentability to

operate its mission.

74. The Board of Directors passed a resolution on September 1, 2023 requiring the

return of all of the books records property and assets of the corporation to its

members.

75. Despite due demand Mr. Bardach has failed to return any of the property of

Rentability, including software, Quikbooks, the website domain

www.rentability.nyc and email access.

76. In order to protect the assets of Rentability, Petitioner must delete former Director

Bardach’s access to said account and complete any paperwork necessary for

the new Directors to have full access to the Not-for Profit’s bank account.

WHEREFORE, the undersigned prays for an Order granting a Writ of Replevin and

Mandamus Directing

a. the return by the Petitioner of the intangible property and all copies of the
property, regardless of form (paper, electronic, cloud-stored, or
otherwise);
b. Awarding, to the plaintiff, possession of any storage devices containing
the intangible property;
c. Directing the permanent erasure by the Petitioner of the intangible
property;
d. Directing the Petitioner and anyone else who received a copy of the
storage device containing the external property by electronic means to

23 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

submit their electronic devices to a qualified, independent forensic
analyst selected by the parties to confirm that any and all of the Nominal
Respondent’s intangible property has been entirely and permanently
erased from such devices and from any cloud service or other outside
storage method; and
e. Directing the defendant to pay the cost of that forensic analysis. Granting
such other and further relief as the Court deems just and proper.

Dated: New York, New York
October 4, 2023

By: ______________________________
Angelyn Johnson & Assoc LLC
By: Angelyn D. Johnson, Esq.
Attorneys for Nominal Respondent
Rentability, Inc.

24 of 27
FILED: NEW YORK COUNTY CLERK 10/04/2023 09:57 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 10/04/2023

Case Info

Judge

Jennifer G. Schecter Track Judge’s New Case

Case No.

(Subscribe to View)

Document Filed Date

October 04, 2023

Case Filing Date

September 18, 2023

County

Parties

For full print and download access, please subscribe at https://www.trellis.law/.

Document for Jordan Bardach v. Anna Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, Aron Wolocowitz, Rentability, Inc. (Nominal Respondent)

Preview

Related Topics

Case Info

Parties