Motion-Secondary: Rudman, Harvey, Individually And On Behalf Of Starrett City Preservation Llc, Derivatively, Kuplesky, Harold, Individually And On Behalf Of Starrett City Preservation Llc, Derivatively v. Carol Gram Deane, Disque D. Deane, Salt Kettle Llc, St. Gervais Llc, Starrett City Preservation Llc, Dd Spring Creek Llc, Sk Spring Creek Llc, Spring Creek Plaza Llc, Dd Shopping Center Llc, Sk Shopping Center Llc

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                                FILED:         NEW     YORK       COUNTY        CLERK        11/04/2016             04:32        PM                 INDEX    NO.   650159/2010
   NYSCEF     DOC.   NO.   402                                                                                RECEIVED      NYSCEF:     11/04/2016




                  SUPREME COURT OF THE STATE OF NEW YORK
                  COUNTY OF NEW YORK

                  HARVEY RUDMAN and HAROLD KUPLESKY, on
                                                                                            Index No. 650159/10
                  Behalf of Each of Them Individually And On Behalf Of
                  Starrett City Preservation LLC, Derivatively,
                                                                                            Hon. Shirley Werner Kornreich
                                                      Plaintiffs,
                                                                                            Motion Seq. Nos. 9 and 10
                                          - against   -

                  CAROL GRAM DEANE, THE ESTATE OF DISQUE
                  D. DEANE by CAROL G. DEANE, as TEMPORARY
                  EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS
                  LLC, STARRETT CITY PRESERVATION LLC, DD
                  SPRING CREEK LLC, SK SPRING CREEK LLC,
                  SPRING CREEK PLAZA LLC, DD SHOPPING
                  CENTER LLC and SK SHOPPING CENTER LLC,

                                                      Defendants.



                               AFFIRMATION OF JACQUELINE VEIT IN OPPOSITION TO THE
                        (I) MOTION TO DISMISS BY ALL DEFENDANTS EXCEPT SPRING CREEK,
                                     AND (II) THE “MOTION TO CONFIRM” BY SPRING CREEK

                                    JACQUELINE G. VEIT, an attorney duly admitted to practice before the Bar of

                  the State of New York, affirms under penalty of perjury as follows:

                           1.       I am a partner in the firm of Golenbock Eiseman Assor Bell & Peskoe LLP,

                  counsel to plaintiffs Harvey Rudman and Harold Kuplesky (“Plaintiffs”) in this case, and am

                  fully familiar with the facts set forth herein.       I submit this affirmation in opposition to (i) the

                  motion to dismiss by all Defendants except Spring Creek, and (ii) the “Motion to Confirm” by

                  Spring Creek, and in order to provide the Court with certain documents and testimony pertinent

                  to Plaintiffs’ opposition.

                           2.       Attached hereto as Exhibit 1 is a true and correct copy of the Second Amended

                  and Restated Agreement of Limited Partnership of Starrett City Associates, dated January 1,



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                  1973.   This partnership agreement had 19 amendments as of the time of the events at issue in this

                  case, comprising hundreds of additional pages.            Our arguments are based on certain sections

                  which are only impacted by the Sixteenth Amendment to the Second Amended and Restated

                  Agreement of Limited Partnership of Starrett City Associates, dated August 25, 2003.                    That

                  amendment is attached hereto as Exhibit 2.           Plaintiffs will make the remaining amendments

                  available to the court upon request if desired.

                           3.       Attached hereto as Exhibit 3 is a true and correct copy of a letter sent by Disque and

                  Carol Deane to the SCA limited partners, with excerpts of the exhibits, dated March 22, 2010.

                           4.       Attached hereto as Exhibit 4 is a true and correct copy of a Schedule K-1 for year

                  2009 issued by Starrett City Associates L.P. to Starrett City Preservation LLC.

                           5.       Attached hereto as Exhibit 5 are excerpts from the deposition testimony of Iris

                  Sutz, taken June 27 and July 27, 2012.

                           6.       Attached hereto as Exhibit 6 is a true and correct copy of a Schedule K-1 for year

                  2010 issued by Spring Creek Plaza LLC to Starrett City Preservation LLC.

                           7.       Attached hereto as Exhibit 7 is a true and correct copy of an accounting analysis

                  for Starrett City Preservation LLC, dated December 31, 2010.

                           8.       Attached hereto as Exhibits 8 and 9 are true and correct copies of Schedule K-1’s

                  for year 2009 issued by Starrett City Preservation LLC to Plaintiffs Harvey Rudman and Harold

                  Kuplesky, respectively.

                           9.       Attached hereto as Exhibit 10 are excerpts from the Revised Expert Report of

                  John Evanich, dated August 10, 2012.


                  Dated:   New York, New York                                             /s/ Jacqueline G. Veit
                           November 4, 2016                                      Jacqueline G. Veit



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