Preview
FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
--------------------------------------------x
Index No.: /2024
STEVE PAPPAS,
AFFIDAVIT OF
Plaintiff,
STEVE PAPPAS
-against-
EFTHIMIOS ZISIMOPOULOS a/k/a TIMOTHY ZISS,
CATHERINE PAPPAS, and TOMMY TZIVAS.
--------------------------------------------------------------------Ç
STEVE PAPPAS, being duly sworn, deposes and says as follows:
1. I am shareholder of Lundy's Management Corp. ("Lundy's").
2. I am fully familiar with the facts and circumstances set forth below based upon my
personal knowledge of the facts and circumstances leading up to this emergency filing.
3. I respectfully submit this emergency affirmation in support of my order to show
cause seeking, among other things, an order:
a. pursuant to CPLR 6301, et seq., order and judgment temporarily, preliminarily,
and permanently: (a) enjoining defendants EFTHIMIOS ZISIMOPOULOS
A/K/A TIMOTHY ZISS a/k/a TIM ZISS "Mr. Ziss"), CATHERINE PAPPAS
Pappas,"
("Ms. and unrelated to Mr. Pappas), and TOMMY TZIVAS ("Mr.
Tzivas") (together, Mr. Ziss, Ms. Pappas, and Mr. Tzivas are the
Defendants'
"Defendants"), and employees, attorneys, agents, and/or any other
affiliates from acting on behalf of Mr. Pappas and/or Lundy's in connection
with the management of the property located at 1901 Emmons Avenue in
Brooklyn (the "Building"); (b) compelling Defendants to provide an immediate
accounting of any and all funds collected on behalf of Lundy's or paid on behalf
of Lundy's, together with all supporting fimancial documentation; (c) directing
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Defendants to provide all books, records, communications, and/or any other
relevant information necessary to manage the Building and perform Lundy's
obligations pursuant to the commercial lease with Owner and the subleases with
the subtenants; and (d) appointing Mr. Pappas, or an independent commercial
years'
real estate management company with at least ten (10) experience
managing comparable commercial properties selected by Mr. Pappas, as the
manager of the Building during the pendency of this action; and
b. Staying any and all other court and/or administrative proceedings involving
Lundy's pending a hearing and determination on this injunction application.
A. The Parties and Lease
4. Lundy's leases the Building from the current fee owner, Sheepshead Restaurant
Associates, Inc. (the "Owner"), who acquired the property in the 1980s when it was in a state of
disrepair.
5. The Building is an iconic part of the Sheepshead Bay waterfront, located at the
corner of Emmons Avenue and Ocean Avenue, and was originally built in 1934.
6. The Building is a designated landmarked building, and renovations are subject to
restrictions overseen by the New York City Landmarks Preservation Commission ("LPC").
7. The Building fell into disrepair as a result of a failed development plan by Owner,
and in 1993, Owner approached me and offered to enter into a long-term commercial lease for the
Building with me in exchange for my investment of time and money repairing, developing, and
managing the Building.
8. Together with a partner, I formed Lundy'sin andenteredinto a 49-year triple-
1994,
net commercial lease for the Building, to undertake a new development plan and ultimately
sublease the Building.
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9. Owner and Lundy's jointly obtained a mortgage on the Building to fund the
anticipated work.
10. Over the next decade, I invested an additional $8,000,000 into the restoration and
development of the Building, and oversaw a massive renovation and clean-up at of the Building,
which was necessary to sublease the Building as anticipated under the commercial lease with
Owner.
11. This monumental work required extensive coordination with the Department of
Buildings and the LPC.
12. I shouldered this financial burden alone, as I had become the sole shareholder of
Lundy's during this time.
13. By 2007, Lundy's was able to secure as an anchor tenant Cherry Hill Gourmet, Inc.
("Cherry Hill").
14. After withstanding the 2008/2009 Great Recession, following years of work paid
by Lundy's and after I had invested millions of dollars, the Building ultimately began to be
moderately profitable around 2009, as the development and renovations were completed and
additional subtenants were secured.
15. Commencing in or around 2011, once Lundy's had paid to fix up and sublease the
Building, Owner engaged in a series of lawsuits against Lundy's to attempt to cancel the long-term
lease and take back control over the Building in a blatant case of seller's remorse.
16. Upon information and belief, these lawsuits were a meritless attempt to drive
Lundy's out and profit from the attractive subtenants as soon as I had, through years of hard work
and millions of dollars of investments, repositioned the Building as the successful commercial
enterprise I knew it could be.
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17. These lawsuits are ongoing, and I have brought this action in part because of
Defendants'
catastrophic mismanagement of both those lawsuits and the Building, which is likely
to create irreparable harm unless I regain managerial control of Lundy's.
Defendants'
B. Takeover of Lundy's
18. Between 2009 and 2022, there were a number of disputes between Lundy's, and
Owner and the subtenants, particularly including Cherry Hill, which were exacerbated by
Hurricane Sandy in 2012 and resulting damage to the Building which I paid to repair.
19. During this entire time period, I continued to spend significant time and energy, as
well as personally investing significant additional funds, into maintaining the Building and
fulfilling Lundy's duties as manager of the subtenants pursuant to the commercial lease.
20. In 2022, as a result of these ongoing hardships, I sought investment partners who
would share the burden of maintaining the Building and using their best efforts to resolve ongoing
out"
litigation with Owner and the subtenants, all of whom sought to "cut Lundy's to secure lower
preferential rent directly with Owner, at the express behest of Owner's representatives.
21. Defendant Mr. Ziss presented himself to me as having the necessary funds, skills,
and real estate management experience to assist with running Lundy's and overseeing the Building,
notwithstanding his unsavory personal and business reputation in the community arising from
various dealings.
22. While I was wary of entering into a partnership with Mr. Ziss, by the summer of
2022, I had no other option, and based upon Mr. Ziss's representation that he would exercise the
utmost care to protect Lundy's and Mr. Pappas's interests, I moved forward with admitting Mr.
Ziss as a member of Lundy's.
23. After several discussions, I agreed with Mr. Ziss agreed that: (a) Mr. Ziss would
help fund the various litigations with Owner and certain subtenants and pay debts accrued as a
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result of those litigations; (b) undertake accounts payable for Lundy's, which specifically included
paying sums I owed and/or Lundy's owed pursuant to notes held by investors and lenders and
other creditors; (c) take over management of the Building; and (d) undertake a buyout of certain
of Owner's shareholders and/or their heirs and successors to assist with resolving the underlying
existential dispute between Owner and Lundy's regarding the commercial lease.
24. Naturally, these commitments required Mr. Ziss, and later his affiliates Ms. Pappas
and Mr. Tzivas, to act in the best financial non-conflicting interest of Lundy's, and Lundy's
Defendants'
shareholder, me, because the failure to perform obligations would directly and
imperil Lundy's and its assets - the valuable commercial lease with and
immediately key Owner,
the subleases with the various subtenants, including Cherry Hill.
25. However, after I had agreed with Mr. Ziss upon a partnership which would
accomplish the forgoing objectives, Defendants immediately took advantage of the information
Mr. Ziss had learned about my financial situation to renegotiate the partnership agreement in a
duplicitous and deceptive manner.
"Agreement"
26. On Friday, July 8, 2022, Mr. Ziss presented me with a 64-page (the
"2022 Agreement") which Defendants had prepared, purporting to memorialize the partnership
agreement previously I had reached with Mr. Ziss.
27. The 2022 Agreement was actually a material deviation from the verbal agreement
between us, and each deviation was solely in Mr. Ziss's favor.
LLC,"
28. First, Defendants created a new LLC, "Lundy's Leasehold which would now
be deemed a 50% owner of Lundy's, rather than Mr. Ziss, personally.
29. Second, rather than a fair and balanced partnership of equals, the 2022 Agreement
purportedly granted Defendants extraordinarily broad powers which I had never agreed to,
including all rights to Lundy's cash management, an irrevocable power of attorney form, an
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irrevocable proxy, and decision-making authority vested in three (3) directors, two (2) of whom
would be appointed by Defendants. This was wildly different from the terms agreed upon between
myself and Mr. Ziss prior to the meeting called by Mr. Ziss.
30. Among many other inconsistencies and falsehoods in the 2022 Agreement were
references to purported shareholder meetings which never took place, and upon information and
belief these fraudulent and imaginary shareholder meetings were the basis for Defendants stripping
me of my rights and authority to act on behalf of Lundy's which Defendants have sought to exploit
to seize control.
31. Mr. Ziss presented the 2022 Agreement as a mere documentation of the prior verbal
agreements, and that it had been prepared by Rivkin Radler LLP, a firm which had previously
represented me in an ongoing legal matter.
32. Upon information and belief, Defendants falsely portrayed the 2022 Agreement as
being prepared by Rivkin Radler jointly on behalf of both myself and Mr. Ziss, and thus prepared
by a law firm to protect and balance both of their respective interests, despite the fact that I would
later learn that Rivkin Radler claimed it had only represented Mr. Ziss in the preparation of the
2022 Agreement.
33. Specifically, Mr. Ziss misrepresented to me that "our law firm from Long Island
it,"
drafted to convey the false impression that the firm had jointly represented both parties in
memorializing their previous agreed upon partnership terms.
34. This lie was made possible in part by Defendants taking advantage of my age and
memory issues, to push forward the false representation that I was being represented in the
preparation of the 2022 Agreement by trusted counsel, Rivkin Radler, a falsehood which Rivkin
Radler later disclaimed.
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35. Upon information and belief, this was a material misrepresentation by Defendants
to compel me into surrendering control of Lundy's to Defendants in violation of the prior verbal
agreement with Mr. Ziss regarding how to run Lundy's.
36. Defendants demanded that I immediately sign the 2022 Agreement without review
or further discussion, and explicitly without having any other attorney review the 2022 Agreement
"fair"
to explain its contents to me, based on the false claim that it was a document produced by
Rivkin Radler which only memorialized our prior agreement.
37. I asked if I could at least review the 2022 Agreement over the weekend, because I
had a medical appointment on Monday, July 11, 2022, and wouldn't have time to speak with an
attorney before the appointment to confirm Defendant's representations.
38. Defendants demanded that the 2022 Agreement be signed immediately under threat
of withdrawing from Mr. Ziss's partnership with me, and on Tuesday, July 12, 2022, I signed the
2022 Agreement under duress, based upon the misrepresentations from Mr. Ziss and without the
benefit of having any independent counsel reviewing the 2022 Agreement.
39. Defendants also extorted me into signing the 2022 Agreement by threatening to
violate Mr. Ziss's earlier promises to fund the ongoing litigation with Cherry Hill and Owner,
wherein the law firm representing Lundy's was threatening to immediately withdraw unless
Defendants made the payment Mr. Ziss had promised me he would make as a partner.
40. From that day forward, Defendants executed a plan to usurp control over Lundy's,
and use information gained from me and my associates to manipulate me and abuse the 2022
Defendants'
Agreement, all to personal benefit.
Defendants'
41. Upon information and belief, ultimate goal is to use the various
Lundy's litigations, management of the Building, and prospective settlements with the subtenants
and Owner to permit Mr. Ziss (upon information and belief the employer of defendants Ms. Pappas
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and Mr. Tzivas through his real estate firm, Allied Properties) to acquire a membership interest or
subtenants'
control over Owner, by agreeing to acquiesce to Owner's and the demand to terminate
the commercial lease and instead negotiate direct leases between Owner and the subtenants, thus
destroying Lundy's most important asset and ultimately destroying the company entirely.
42. Upon information and belief, all of the extraordinary powers Defendants had
procured through coercion and misrepresentation regarding the contents of the 2022 Agreement,
including securing irrevocable powers and majority control through the appointment of Ms. Pappas
and Mr. Tzivas as directors of Lundy's, were intended to serve that purpose, and allow Defendants
to act on behalf of Lundy's over any reasonable objection from me or my attorneys or associates.
Defendants'
C. Mismanagement of Lundy's and the Building
43. This fear would swiftly be proven true: from July 2022 through the present date,
Defendants have embarked upon a series of bizarre and inexplicably poor management and
litigation decisions which only make sense when considered in light of the fact that Defendants
are not serving Lundy's or my interests as a shareholder in Lundy's, but only seeking to secure a
personal advantage for Mr. Ziss in his quest to buy into Owner and then cause the termination of
the commercial lease between Owner and Lundy's.
44. Upon information and belief, this dichotomy between Lundy's best interests, and
Defendants'
personal interests, became apparent to the law firm representing Lundy's in one of
the litigations against Owner and Cherry Hill, and the firm requested a conflict waiver from both
myself and Defendants.
Defendants'
45. I refused to waive the obvious conflict based upon course of conduct.
I agreed to a waiver provided that I received a clear written commitment from Defendants that
Defendants would not circumvent me and attempt to buy-out Owner without my participation, like
we had already agreed. Defendants declined to sign a non-circumvention agreement.
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46. In response, Defendants improperly noticed a shareholder's meeting of Lundy's in
July 2022 to seek to either improperly expel me or gain further control over Lundy's. I objected
"meeting"
to this as it was not properly held.
"meetings"
47. I would likewise reject subsequent purported which Defendants sought
"directors"
to hold based on their appointment as purported of Lundy's.
48. I also served a revocation of the proxy previously granted under duress, together
Defendants'
with a demand letter regarding wrongful conduct.
49. Defendants nonetheless purportedly appointed themselves as Lundy's managers
and/or directors, but have failed to actually perform their duties as managers and/or directors, and
instead have intentionally run Lundy's and the Building into the ground.
Defendants'
50. wrongdoing and falsification of Lundy's business records was readily
apparent, because Defendants claimed to correct and ratify earlier deficient resolutions of a
fabricated Lundy's shareholder's meeting that never took place.
Defendants' meetings"
51. sham "shareholder were also used to seek to create a false
Preview
FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS --------------------------------------------x Index No.: /2024 STEVE PAPPAS, AFFIDAVIT OF Plaintiff, STEVE PAPPAS -against- EFTHIMIOS ZISIMOPOULOS a/k/a TIMOTHY ZISS, CATHERINE PAPPAS, and TOMMY TZIVAS. --------------------------------------------------------------------Ç STEVE PAPPAS, being duly sworn, deposes and says as follows: 1. I am shareholder of Lundy's Management Corp. ("Lundy's"). 2. I am fully familiar with the facts and circumstances set forth below based upon my personal knowledge of the facts and circumstances leading up to this emergency filing. 3. I respectfully submit this emergency affirmation in support of my order to show cause seeking, among other things, an order: a. pursuant to CPLR 6301, et seq., order and judgment temporarily, preliminarily, and permanently: (a) enjoining defendants EFTHIMIOS ZISIMOPOULOS A/K/A TIMOTHY ZISS a/k/a TIM ZISS "Mr. Ziss"), CATHERINE PAPPAS Pappas," ("Ms. and unrelated to Mr. Pappas), and TOMMY TZIVAS ("Mr. Tzivas") (together, Mr. Ziss, Ms. Pappas, and Mr. Tzivas are the Defendants' "Defendants"), and employees, attorneys, agents, and/or any other affiliates from acting on behalf of Mr. Pappas and/or Lundy's in connection with the management of the property located at 1901 Emmons Avenue in Brooklyn (the "Building"); (b) compelling Defendants to provide an immediate accounting of any and all funds collected on behalf of Lundy's or paid on behalf of Lundy's, together with all supporting fimancial documentation; (c) directing 1 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 Defendants to provide all books, records, communications, and/or any other relevant information necessary to manage the Building and perform Lundy's obligations pursuant to the commercial lease with Owner and the subleases with the subtenants; and (d) appointing Mr. Pappas, or an independent commercial years' real estate management company with at least ten (10) experience managing comparable commercial properties selected by Mr. Pappas, as the manager of the Building during the pendency of this action; and b. Staying any and all other court and/or administrative proceedings involving Lundy's pending a hearing and determination on this injunction application. A. The Parties and Lease 4. Lundy's leases the Building from the current fee owner, Sheepshead Restaurant Associates, Inc. (the "Owner"), who acquired the property in the 1980s when it was in a state of disrepair. 5. The Building is an iconic part of the Sheepshead Bay waterfront, located at the corner of Emmons Avenue and Ocean Avenue, and was originally built in 1934. 6. The Building is a designated landmarked building, and renovations are subject to restrictions overseen by the New York City Landmarks Preservation Commission ("LPC"). 7. The Building fell into disrepair as a result of a failed development plan by Owner, and in 1993, Owner approached me and offered to enter into a long-term commercial lease for the Building with me in exchange for my investment of time and money repairing, developing, and managing the Building. 8. Together with a partner, I formed Lundy'sin andenteredinto a 49-year triple- 1994, net commercial lease for the Building, to undertake a new development plan and ultimately sublease the Building. 2 2 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 9. Owner and Lundy's jointly obtained a mortgage on the Building to fund the anticipated work. 10. Over the next decade, I invested an additional $8,000,000 into the restoration and development of the Building, and oversaw a massive renovation and clean-up at of the Building, which was necessary to sublease the Building as anticipated under the commercial lease with Owner. 11. This monumental work required extensive coordination with the Department of Buildings and the LPC. 12. I shouldered this financial burden alone, as I had become the sole shareholder of Lundy's during this time. 13. By 2007, Lundy's was able to secure as an anchor tenant Cherry Hill Gourmet, Inc. ("Cherry Hill"). 14. After withstanding the 2008/2009 Great Recession, following years of work paid by Lundy's and after I had invested millions of dollars, the Building ultimately began to be moderately profitable around 2009, as the development and renovations were completed and additional subtenants were secured. 15. Commencing in or around 2011, once Lundy's had paid to fix up and sublease the Building, Owner engaged in a series of lawsuits against Lundy's to attempt to cancel the long-term lease and take back control over the Building in a blatant case of seller's remorse. 16. Upon information and belief, these lawsuits were a meritless attempt to drive Lundy's out and profit from the attractive subtenants as soon as I had, through years of hard work and millions of dollars of investments, repositioned the Building as the successful commercial enterprise I knew it could be. 3 3 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 17. These lawsuits are ongoing, and I have brought this action in part because of Defendants' catastrophic mismanagement of both those lawsuits and the Building, which is likely to create irreparable harm unless I regain managerial control of Lundy's. Defendants' B. Takeover of Lundy's 18. Between 2009 and 2022, there were a number of disputes between Lundy's, and Owner and the subtenants, particularly including Cherry Hill, which were exacerbated by Hurricane Sandy in 2012 and resulting damage to the Building which I paid to repair. 19. During this entire time period, I continued to spend significant time and energy, as well as personally investing significant additional funds, into maintaining the Building and fulfilling Lundy's duties as manager of the subtenants pursuant to the commercial lease. 20. In 2022, as a result of these ongoing hardships, I sought investment partners who would share the burden of maintaining the Building and using their best efforts to resolve ongoing out" litigation with Owner and the subtenants, all of whom sought to "cut Lundy's to secure lower preferential rent directly with Owner, at the express behest of Owner's representatives. 21. Defendant Mr. Ziss presented himself to me as having the necessary funds, skills, and real estate management experience to assist with running Lundy's and overseeing the Building, notwithstanding his unsavory personal and business reputation in the community arising from various dealings. 22. While I was wary of entering into a partnership with Mr. Ziss, by the summer of 2022, I had no other option, and based upon Mr. Ziss's representation that he would exercise the utmost care to protect Lundy's and Mr. Pappas's interests, I moved forward with admitting Mr. Ziss as a member of Lundy's. 23. After several discussions, I agreed with Mr. Ziss agreed that: (a) Mr. Ziss would help fund the various litigations with Owner and certain subtenants and pay debts accrued as a 4 4 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 result of those litigations; (b) undertake accounts payable for Lundy's, which specifically included paying sums I owed and/or Lundy's owed pursuant to notes held by investors and lenders and other creditors; (c) take over management of the Building; and (d) undertake a buyout of certain of Owner's shareholders and/or their heirs and successors to assist with resolving the underlying existential dispute between Owner and Lundy's regarding the commercial lease. 24. Naturally, these commitments required Mr. Ziss, and later his affiliates Ms. Pappas and Mr. Tzivas, to act in the best financial non-conflicting interest of Lundy's, and Lundy's Defendants' shareholder, me, because the failure to perform obligations would directly and imperil Lundy's and its assets - the valuable commercial lease with and immediately key Owner, the subleases with the various subtenants, including Cherry Hill. 25. However, after I had agreed with Mr. Ziss upon a partnership which would accomplish the forgoing objectives, Defendants immediately took advantage of the information Mr. Ziss had learned about my financial situation to renegotiate the partnership agreement in a duplicitous and deceptive manner. "Agreement" 26. On Friday, July 8, 2022, Mr. Ziss presented me with a 64-page (the "2022 Agreement") which Defendants had prepared, purporting to memorialize the partnership agreement previously I had reached with Mr. Ziss. 27. The 2022 Agreement was actually a material deviation from the verbal agreement between us, and each deviation was solely in Mr. Ziss's favor. LLC," 28. First, Defendants created a new LLC, "Lundy's Leasehold which would now be deemed a 50% owner of Lundy's, rather than Mr. Ziss, personally. 29. Second, rather than a fair and balanced partnership of equals, the 2022 Agreement purportedly granted Defendants extraordinarily broad powers which I had never agreed to, including all rights to Lundy's cash management, an irrevocable power of attorney form, an 5 5 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 irrevocable proxy, and decision-making authority vested in three (3) directors, two (2) of whom would be appointed by Defendants. This was wildly different from the terms agreed upon between myself and Mr. Ziss prior to the meeting called by Mr. Ziss. 30. Among many other inconsistencies and falsehoods in the 2022 Agreement were references to purported shareholder meetings which never took place, and upon information and belief these fraudulent and imaginary shareholder meetings were the basis for Defendants stripping me of my rights and authority to act on behalf of Lundy's which Defendants have sought to exploit to seize control. 31. Mr. Ziss presented the 2022 Agreement as a mere documentation of the prior verbal agreements, and that it had been prepared by Rivkin Radler LLP, a firm which had previously represented me in an ongoing legal matter. 32. Upon information and belief, Defendants falsely portrayed the 2022 Agreement as being prepared by Rivkin Radler jointly on behalf of both myself and Mr. Ziss, and thus prepared by a law firm to protect and balance both of their respective interests, despite the fact that I would later learn that Rivkin Radler claimed it had only represented Mr. Ziss in the preparation of the 2022 Agreement. 33. Specifically, Mr. Ziss misrepresented to me that "our law firm from Long Island it," drafted to convey the false impression that the firm had jointly represented both parties in memorializing their previous agreed upon partnership terms. 34. This lie was made possible in part by Defendants taking advantage of my age and memory issues, to push forward the false representation that I was being represented in the preparation of the 2022 Agreement by trusted counsel, Rivkin Radler, a falsehood which Rivkin Radler later disclaimed. 6 6 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 35. Upon information and belief, this was a material misrepresentation by Defendants to compel me into surrendering control of Lundy's to Defendants in violation of the prior verbal agreement with Mr. Ziss regarding how to run Lundy's. 36. Defendants demanded that I immediately sign the 2022 Agreement without review or further discussion, and explicitly without having any other attorney review the 2022 Agreement "fair" to explain its contents to me, based on the false claim that it was a document produced by Rivkin Radler which only memorialized our prior agreement. 37. I asked if I could at least review the 2022 Agreement over the weekend, because I had a medical appointment on Monday, July 11, 2022, and wouldn't have time to speak with an attorney before the appointment to confirm Defendant's representations. 38. Defendants demanded that the 2022 Agreement be signed immediately under threat of withdrawing from Mr. Ziss's partnership with me, and on Tuesday, July 12, 2022, I signed the 2022 Agreement under duress, based upon the misrepresentations from Mr. Ziss and without the benefit of having any independent counsel reviewing the 2022 Agreement. 39. Defendants also extorted me into signing the 2022 Agreement by threatening to violate Mr. Ziss's earlier promises to fund the ongoing litigation with Cherry Hill and Owner, wherein the law firm representing Lundy's was threatening to immediately withdraw unless Defendants made the payment Mr. Ziss had promised me he would make as a partner. 40. From that day forward, Defendants executed a plan to usurp control over Lundy's, and use information gained from me and my associates to manipulate me and abuse the 2022 Defendants' Agreement, all to personal benefit. Defendants' 41. Upon information and belief, ultimate goal is to use the various Lundy's litigations, management of the Building, and prospective settlements with the subtenants and Owner to permit Mr. Ziss (upon information and belief the employer of defendants Ms. Pappas 7 7 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 and Mr. Tzivas through his real estate firm, Allied Properties) to acquire a membership interest or subtenants' control over Owner, by agreeing to acquiesce to Owner's and the demand to terminate the commercial lease and instead negotiate direct leases between Owner and the subtenants, thus destroying Lundy's most important asset and ultimately destroying the company entirely. 42. Upon information and belief, all of the extraordinary powers Defendants had procured through coercion and misrepresentation regarding the contents of the 2022 Agreement, including securing irrevocable powers and majority control through the appointment of Ms. Pappas and Mr. Tzivas as directors of Lundy's, were intended to serve that purpose, and allow Defendants to act on behalf of Lundy's over any reasonable objection from me or my attorneys or associates. Defendants' C. Mismanagement of Lundy's and the Building 43. This fear would swiftly be proven true: from July 2022 through the present date, Defendants have embarked upon a series of bizarre and inexplicably poor management and litigation decisions which only make sense when considered in light of the fact that Defendants are not serving Lundy's or my interests as a shareholder in Lundy's, but only seeking to secure a personal advantage for Mr. Ziss in his quest to buy into Owner and then cause the termination of the commercial lease between Owner and Lundy's. 44. Upon information and belief, this dichotomy between Lundy's best interests, and Defendants' personal interests, became apparent to the law firm representing Lundy's in one of the litigations against Owner and Cherry Hill, and the firm requested a conflict waiver from both myself and Defendants. Defendants' 45. I refused to waive the obvious conflict based upon course of conduct. I agreed to a waiver provided that I received a clear written commitment from Defendants that Defendants would not circumvent me and attempt to buy-out Owner without my participation, like we had already agreed. Defendants declined to sign a non-circumvention agreement. 8 8 of 14 FILED: KINGS COUNTY CLERK 05/02/2024 10:46 AM INDEX NO. 512359/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/02/2024 46. In response, Defendants improperly noticed a shareholder's meeting of Lundy's in July 2022 to seek to either improperly expel me or gain further control over Lundy's. I objected "meeting" to this as it was not properly held. "meetings" 47. I would likewise reject subsequent purported which Defendants sought "directors" to hold based on their appointment as purported of Lundy's. 48. I also served a revocation of the proxy previously granted under duress, together Defendants' with a demand letter regarding wrongful conduct. 49. Defendants nonetheless purportedly appointed themselves as Lundy's managers and/or directors, but have failed to actually perform their duties as managers and/or directors, and instead have intentionally run Lundy's and the Building into the ground. Defendants' 50. wrongdoing and falsification of Lundy's business records was readily apparent, because Defendants claimed to correct and ratify earlier deficient resolutions of a fabricated Lundy's shareholder's meeting that never took place. Defendants' meetings" 51. sham "shareholder were also used to seek to create a false