Preview
FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
-----------------------------------------------------------------------------X
In the Matter of JORDAN BARDACH, 159110/2023
Petitioners,
AFFIRMATION IN
OPPOSITION
-against-
ANNA MARTYNOVA, JENNIFER MILOSAVLJEVIC,
YOEL HERSHKOWITCH, ARON WOLOCOWITZ,
Respondents.
-and-
Rentability, Inc.,
Nominal Respondent.
--------------------------------------------------------------------------------X
ANGELYN D. JOHNSON, being an attorney duly admitted to practice before the
Courts of the State of New York hereby affirms the following under the penalty of perjury:
1. I respectfully submit this affirmation in opposition to Petitioner’s Order to Show Cause
and petition. I will demonstrate herein that petitioner is not entitled to the relief he
seeks, that the board meeting of Rentability, Inc. (“Rentability”) held on September 1,
2023 at its offices at 1115 Broadway 10th Floor, New York, New York, 10010 was valid
and proper, that the meeting was attended by a quorum of the board, that the
election of new directors was proper and in accord with the bylaws and the New York
Not-For-Profit Law, and resolutions adopted were proper, and the purported meeting
conducted by petitioner, at which he alone attended, at 29 Hampton Road in
Southampton, New York, which is a Starbucks in Southampton, New York, was null and
void and of no effect.
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2. Rentability is a New York not-for-profit corporation, formed under the New York Not-
For-Profit law, to work as an administrative agent and work along with City5 Consulting
LLC (“City5”), a limited liability company in which petitioner and Issac Katz are equal
members and both managers.
3. Pursuant to the By-Laws of Rentability, Inc. (“By-Laws”) and the Certificate of
Incorporation, Rentability is located in the County of New York, State of New York with
its principal office to be located in the County of New York [NYCEF Doc. No. 2, 3].
Rentability’s office and sole place of business is at1115 Broadway 10th Floor, New York,
New York, 10010.
4. Rentability was formed in November 7, 2018, and its board consisted of Jordan
Bardach, Martin Feinberg and Mary Knauf. In early 2020, respondents ANNA
MARTYNOVA, JENNIFER MILOSAVLJEVIC were elected to the board in place of Mr.
Feinberg and Ms. Knauf as part of the effort to secure approval of Rentability as an
administering agent by New York City HPD.
5. I was contacted by Ms. Martynova and Ms. Milosavljevic after Ms. Martyova received
from petitioner a notice dated August 25, 2023 (Exhibit A) that purported to set up a
board meeting at the Southampton Starbucks. .
6. After reviewing the August 25, 2023 notice for a special meeting sent by Mr. Bardach,
it was immediately apparent that the notice was invalid. First, he failed to provide
notice to Ms. Milosavljevic, plainly in violation of both the By-Laws and N.Y. Not-for-
Profit Corp. Law § 711 .
7. Second, Mr. Bardach’s notice did not include anything about the purpose of the
special meeting or specify that the meeting was allegedly to remove Ms. Martynova
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“for cause”. A hearing for an attempt to remove a director for cause, must be noticed
in a way that gives the director time to prepare.
8. The meeting was set for September 5, 2023 at 9 A.M. (the day after labor day) the
Southampton Starbucks. k. The bylaws require that the meeting be at a place where
the directors could “conveniently assemble” which is surely not a Southampton
Starbucks far from the corporation’s offices. Although N.Y. Not-for-Profit Corp. Law §
708[c] allows for a remote link, petitioner did not provide such.
9. I Further noted that Rentability had gone for more than five years without having had
an annual meeting, which the bylaws, and not for profit law does not permit.
10. Martynova and Milosavljevic asked that I represent the corporation to set up a proper
meeting. Accordingly, under my direction, they sent out a notice for a meeting, at
corporation’s offices, with a zoom link, as Section 708 permits [NYCEF Doc. No. 18].
11. Mr. Bardach did not appear at the meeting.
12. I attended the duly held September 1, 2023 meeting, and all actions and votes taken
during the meeting were in accordance with the By-Laws and relevant statutory
provisions. Because Rentability had gone for almost five years without an annual
meeting, despite the legal requirements, Martynova and Milosavljevic appropriately
provided that it would be an annual meeting.
13. At the duly held annual meeting on September 1, 2023, a majority of the Board
(Respondents Martynova and Milosavljevic) constituting a quorum to transact
business pursuant to Article III Section 6 of the By-Laws, the following actions were
taken among others:
a. Two new Board members were nominated and elected under Article IV
Sections 1-3, each with significant knowledge of acting as Authorized Agents
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for the Department of Housing Preservation. Two out of Three, or a majority
constituting a quorum partook in the election.
b. The former Director Jordan Bardach was commanded to return the books and
records, including Quik Books account, website and domain, DropBox files and
email access to the corporation,
c. The alleged “meeting” called by Jordan Bardach, wherein he would be the
only attendee was cancelled as it was not “a convenient assembly” as
mandated by the By-Laws. [Resolution of the Board, NYCEF Doc. No. 18].
d. Terminating the legal services of Brett Canna, Esq. due to a conflict of interest.
e. Requiring Mr. Bardach to return all books and records, in any medium, to the
Rentability office.
f. Cancelling the upcoming sham September 5, 2023, noticed by Mr. Bardach.
g. Passing numerous resolutions regarding the Gerard Avenue project.
A copy of the Board Resolutions are annexed hereto as Exhibit “A” and “B”,
respectfully.
14. Although petitioner was no longer a member of the board, he apparently proceeded
to conduct a meeting, at which he and he alone was present, at the Southampton
Starbucks. Even if he were still a board member (which he was not) the meeting
would be invalid because no notice had been given to all of the board members,
and the Southampton is not a time or place deemed to be convenient assembly as
required by Art. III Section 5(c) of the bylaws. The purported meeting also would have
lacked a quorum.
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15. It is plain that the petition should be denied. Pursuant to BCL § 619 the Supreme Court
may entertain the petition “of any shareholder aggrieved by an election.” In
connection with this application, the Court is obligated to “hear the proof and
allegations of the parties….” The Court is not limited to ordering a new election; it
may “take such action as justice may require.”
16. Although, under N-PLC § 618 this court has "broad equitable powers and may direct
a new election where the election under review is so clouded with doubt or tainted
with questionable circumstances that the standards of fair dealing require the court
to order a new, clear and adequate expression'" see Jackson v First Dist. Dental
Soc., 240 AD2d 265 (2nd Dep’t. 1997).
17. The only action herein that “is so clouded with doubt or tainted with questionable
circumstances” is the purported meeting wherein Bardach acting as President,
Treasurer and Secretary removed, according to him, the only other member of the
Board, leaving himself as sole member, President, Director and Treasurer of the Not-
for-Profit Corporation [NYCEF Doc. No. 15].
18. Pursuant to N-PCL 703, the corporation must have at least 3 Board members. Mr.
Bardach’s failure to fill a claimed vacancy and thereafter, his alleged removal of the
only other member of the board threatened the status of the corporation,
jeopardizing its not-for-profit status and also its ability to operate as a Not-For-Profit
under New York State Law under N-PCL 201 and 404.
19. Pursuant to the Petitioner’s own minutes [NYCEF Doc. No. 15], the rogue action of
Bardach left the corporation with one Director allegedly on its Board.
20. In Mittasch v. Long Island Greyhound Transfer, Inc., 2008 N.Y. Slip Op 31414 (Sup. Ct.
2008) the Court noted:
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As to election of directors, N-PCL §703 provides that directors may
be elected, appointed or a combination of both, there must be at
least three and the term shall not exceed five years.
21. While petitioner may believe that he and he alone owns Rentability, that is clearly
not the case. He was at most one of three required directors, and he does not own
a not-for-profit corporation. Rather, he served as a trustee, along with two other
directors.
22. Further, attorney Mr. Canna should be disqualified from this action for a clear conflict
of interest. Mr. Canna, until September 1, 2023, served as counsel to Rentability and
on information and belief, he still serves as counsel to City5. This puts him in a situation
where he has a conflict not permitted under NY RPC Rule 1.8 and 1.9.
WHEREFORE, it is respectfully requested that Petitioner’s petition be dismissed and
denied, the Court grant the above requested relief, and for such other and further
relief as the Court deems just and proper under the circumstances.
Dated: Brooklyn, New York
October 4, 2023
_____________________________
ANGELYN D. JOHNSON
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ANGELYN JOHNSON & ASSOCIATES
CIVIL COURT OF THE CITY OF NEW YORK
COUNTY OF NEW YORK INDEX NO.: 159110/2023
In the Matter of
JORDAN BARDACH,
Petitioner,
-against-
ANNA MARTYNOVA,
JENNIFER MILOSAVLJEVIC,
YOEL HERSHKOWITCH, and
ARON WOLOCOWITZ,
Respondent,
-against-
RENTABILITY, INC.,
Nominal Respondent.
AFFIRMATION IN OPPOSITION TO ORDER TO SHOW CAUSE
ANGELYN JOHNSON & ASSOCIATES
Attorney(s) for Nominal Respondent Rentability Inc.
Office Address & Tel. No.:
26 Court Street, Suite 2610
Brooklyn, New York 11242
(718) 875-2145 (office)
(516) 395-6902 (cell)
ajohnson@adj-law.com
ADMISSION OF SERVICE CERTIFICATION PURSUANT
The undersigned acknowledges to Rule 130-1, 1-a
receipt of a copy of the within
On
at am/pm
_______________________________ _________________________________
Attorney (s) for Angelyn Johnson & Associates LLC
By: By: Angelyn D. Johnson, Esq.
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Preview
FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------------------------------------------------X In the Matter of JORDAN BARDACH, 159110/2023 Petitioners, AFFIRMATION IN OPPOSITION -against- ANNA MARTYNOVA, JENNIFER MILOSAVLJEVIC, YOEL HERSHKOWITCH, ARON WOLOCOWITZ, Respondents. -and- Rentability, Inc., Nominal Respondent. --------------------------------------------------------------------------------X ANGELYN D. JOHNSON, being an attorney duly admitted to practice before the Courts of the State of New York hereby affirms the following under the penalty of perjury: 1. I respectfully submit this affirmation in opposition to Petitioner’s Order to Show Cause and petition. I will demonstrate herein that petitioner is not entitled to the relief he seeks, that the board meeting of Rentability, Inc. (“Rentability”) held on September 1, 2023 at its offices at 1115 Broadway 10th Floor, New York, New York, 10010 was valid and proper, that the meeting was attended by a quorum of the board, that the election of new directors was proper and in accord with the bylaws and the New York Not-For-Profit Law, and resolutions adopted were proper, and the purported meeting conducted by petitioner, at which he alone attended, at 29 Hampton Road in Southampton, New York, which is a Starbucks in Southampton, New York, was null and void and of no effect. 1 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 2. Rentability is a New York not-for-profit corporation, formed under the New York Not- For-Profit law, to work as an administrative agent and work along with City5 Consulting LLC (“City5”), a limited liability company in which petitioner and Issac Katz are equal members and both managers. 3. Pursuant to the By-Laws of Rentability, Inc. (“By-Laws”) and the Certificate of Incorporation, Rentability is located in the County of New York, State of New York with its principal office to be located in the County of New York [NYCEF Doc. No. 2, 3]. Rentability’s office and sole place of business is at1115 Broadway 10th Floor, New York, New York, 10010. 4. Rentability was formed in November 7, 2018, and its board consisted of Jordan Bardach, Martin Feinberg and Mary Knauf. In early 2020, respondents ANNA MARTYNOVA, JENNIFER MILOSAVLJEVIC were elected to the board in place of Mr. Feinberg and Ms. Knauf as part of the effort to secure approval of Rentability as an administering agent by New York City HPD. 5. I was contacted by Ms. Martynova and Ms. Milosavljevic after Ms. Martyova received from petitioner a notice dated August 25, 2023 (Exhibit A) that purported to set up a board meeting at the Southampton Starbucks. . 6. After reviewing the August 25, 2023 notice for a special meeting sent by Mr. Bardach, it was immediately apparent that the notice was invalid. First, he failed to provide notice to Ms. Milosavljevic, plainly in violation of both the By-Laws and N.Y. Not-for- Profit Corp. Law § 711 . 7. Second, Mr. Bardach’s notice did not include anything about the purpose of the special meeting or specify that the meeting was allegedly to remove Ms. Martynova 2 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 “for cause”. A hearing for an attempt to remove a director for cause, must be noticed in a way that gives the director time to prepare. 8. The meeting was set for September 5, 2023 at 9 A.M. (the day after labor day) the Southampton Starbucks. k. The bylaws require that the meeting be at a place where the directors could “conveniently assemble” which is surely not a Southampton Starbucks far from the corporation’s offices. Although N.Y. Not-for-Profit Corp. Law § 708[c] allows for a remote link, petitioner did not provide such. 9. I Further noted that Rentability had gone for more than five years without having had an annual meeting, which the bylaws, and not for profit law does not permit. 10. Martynova and Milosavljevic asked that I represent the corporation to set up a proper meeting. Accordingly, under my direction, they sent out a notice for a meeting, at corporation’s offices, with a zoom link, as Section 708 permits [NYCEF Doc. No. 18]. 11. Mr. Bardach did not appear at the meeting. 12. I attended the duly held September 1, 2023 meeting, and all actions and votes taken during the meeting were in accordance with the By-Laws and relevant statutory provisions. Because Rentability had gone for almost five years without an annual meeting, despite the legal requirements, Martynova and Milosavljevic appropriately provided that it would be an annual meeting. 13. At the duly held annual meeting on September 1, 2023, a majority of the Board (Respondents Martynova and Milosavljevic) constituting a quorum to transact business pursuant to Article III Section 6 of the By-Laws, the following actions were taken among others: a. Two new Board members were nominated and elected under Article IV Sections 1-3, each with significant knowledge of acting as Authorized Agents 3 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 for the Department of Housing Preservation. Two out of Three, or a majority constituting a quorum partook in the election. b. The former Director Jordan Bardach was commanded to return the books and records, including Quik Books account, website and domain, DropBox files and email access to the corporation, c. The alleged “meeting” called by Jordan Bardach, wherein he would be the only attendee was cancelled as it was not “a convenient assembly” as mandated by the By-Laws. [Resolution of the Board, NYCEF Doc. No. 18]. d. Terminating the legal services of Brett Canna, Esq. due to a conflict of interest. e. Requiring Mr. Bardach to return all books and records, in any medium, to the Rentability office. f. Cancelling the upcoming sham September 5, 2023, noticed by Mr. Bardach. g. Passing numerous resolutions regarding the Gerard Avenue project. A copy of the Board Resolutions are annexed hereto as Exhibit “A” and “B”, respectfully. 14. Although petitioner was no longer a member of the board, he apparently proceeded to conduct a meeting, at which he and he alone was present, at the Southampton Starbucks. Even if he were still a board member (which he was not) the meeting would be invalid because no notice had been given to all of the board members, and the Southampton is not a time or place deemed to be convenient assembly as required by Art. III Section 5(c) of the bylaws. The purported meeting also would have lacked a quorum. 4 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 15. It is plain that the petition should be denied. Pursuant to BCL § 619 the Supreme Court may entertain the petition “of any shareholder aggrieved by an election.” In connection with this application, the Court is obligated to “hear the proof and allegations of the parties….” The Court is not limited to ordering a new election; it may “take such action as justice may require.” 16. Although, under N-PLC § 618 this court has "broad equitable powers and may direct a new election where the election under review is so clouded with doubt or tainted with questionable circumstances that the standards of fair dealing require the court to order a new, clear and adequate expression'" see Jackson v First Dist. Dental Soc., 240 AD2d 265 (2nd Dep’t. 1997). 17. The only action herein that “is so clouded with doubt or tainted with questionable circumstances” is the purported meeting wherein Bardach acting as President, Treasurer and Secretary removed, according to him, the only other member of the Board, leaving himself as sole member, President, Director and Treasurer of the Not- for-Profit Corporation [NYCEF Doc. No. 15]. 18. Pursuant to N-PCL 703, the corporation must have at least 3 Board members. Mr. Bardach’s failure to fill a claimed vacancy and thereafter, his alleged removal of the only other member of the board threatened the status of the corporation, jeopardizing its not-for-profit status and also its ability to operate as a Not-For-Profit under New York State Law under N-PCL 201 and 404. 19. Pursuant to the Petitioner’s own minutes [NYCEF Doc. No. 15], the rogue action of Bardach left the corporation with one Director allegedly on its Board. 20. In Mittasch v. Long Island Greyhound Transfer, Inc., 2008 N.Y. Slip Op 31414 (Sup. Ct. 2008) the Court noted: 5 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 As to election of directors, N-PCL §703 provides that directors may be elected, appointed or a combination of both, there must be at least three and the term shall not exceed five years. 21. While petitioner may believe that he and he alone owns Rentability, that is clearly not the case. He was at most one of three required directors, and he does not own a not-for-profit corporation. Rather, he served as a trustee, along with two other directors. 22. Further, attorney Mr. Canna should be disqualified from this action for a clear conflict of interest. Mr. Canna, until September 1, 2023, served as counsel to Rentability and on information and belief, he still serves as counsel to City5. This puts him in a situation where he has a conflict not permitted under NY RPC Rule 1.8 and 1.9. WHEREFORE, it is respectfully requested that Petitioner’s petition be dismissed and denied, the Court grant the above requested relief, and for such other and further relief as the Court deems just and proper under the circumstances. Dated: Brooklyn, New York October 4, 2023 _____________________________ ANGELYN D. JOHNSON 6 of 7 FILED: NEW YORK COUNTY CLERK 10/04/2023 10:01 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 57 RECEIVED NYSCEF: 10/04/2023 ANGELYN JOHNSON & ASSOCIATES CIVIL COURT OF THE CITY OF NEW YORK COUNTY OF NEW YORK INDEX NO.: 159110/2023 In the Matter of JORDAN BARDACH, Petitioner, -against- ANNA MARTYNOVA, JENNIFER MILOSAVLJEVIC, YOEL HERSHKOWITCH, and ARON WOLOCOWITZ, Respondent, -against- RENTABILITY, INC., Nominal Respondent. AFFIRMATION IN OPPOSITION TO ORDER TO SHOW CAUSE ANGELYN JOHNSON & ASSOCIATES Attorney(s) for Nominal Respondent Rentability Inc. Office Address & Tel. No.: 26 Court Street, Suite 2610 Brooklyn, New York 11242 (718) 875-2145 (office) (516) 395-6902 (cell) ajohnson@adj-law.com ADMISSION OF SERVICE CERTIFICATION PURSUANT The undersigned acknowledges to Rule 130-1, 1-a receipt of a copy of the within On at am/pm _______________________________ _________________________________ Attorney (s) for Angelyn Johnson & Associates LLC By: By: Angelyn D. Johnson, Esq. 7 of 7