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Plaintiff,
- against - : COMPLAINT
Menaker & Herrmann LLP, for his Complaint against defendants John Dory LLC (“John
York, New York 10014 and a member of John Dory, a New York limited liability
company, duly organized and existing under the laws of the State of New York, with a
principal place of business at 90 Bedford St., New York, NY, 10014, and operating a
restaurant called Market Table located at 54 Carmine Street, New York, NY 10014.
with a place of business at 90 Bedford St., New York, NY 10014, and a member of John
Dory.
place of business at 90 Bedford St., New York, NY 10014, and at 54 Carmine Street,
formed John Dory with the intention to develop and run restaurants in New York City.
member and officer of John Dory, but retained his Membership Interest.
counsel that a merger had been effected by a merger between John Dory and John Dory
Merger LLC (“John Dory Merger”) (“Merger”) and that the merger terminated his
“John Dory, LLC Consent of Members Holding a Majority In Interest” in John Dory and
an “Agreement of Merger” for John Dory and John Dory Merger, which revealed that the
between John Dory and John Dory Merger prior to his receipt of the May 1,2009 letter.
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dissent from, or otherwise oppose the Merger and only learned of the merger after the
fact.
11. The Merger, despite its intent, was ineffective in removing Plaintiff
12. The May 1, 2009 letter contained an offer from Defendants in the
sum of $102,299.70 as the fair market value of Plaintiffs Membership Interest in John
Dory.
13. This sum does not represent the fair value of Plaintiffs Membership
demand that he receive the fair value for his Membership Interest in John Dory.
17. On or about March 10, 2009 Stulman received a K-1 from John
Dory indicating his share of the profits of John Dory in 2008 to be $62,000.
since the inception of the company despite the fact that John Dory has made distributions.
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20. On information and belief, in the first quarter of 2009 John Dory
profits at a comparable rate and therefore currently has earned additional profits of
$45,000.
John Dory for his Membership Interest, or the fair value of the Membership Interest.
23. No previous application for the relief herein sought has been made.
24. Plaintiff repeats each and every allegation contained in the foregoing
by failing to allocate and distribute funds to Plaintiff, and further breached 5 14 of the
against Defendants in the amount of at least $437,000.00 for the value of Plaintiffs
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27. Plaintiff repeats each and every allegation contained in the foregoing
29. Defendants have failed to offer Stulman the fair value of his
Membership Interest in John Dory in violation of Article 10 of the N.Y. Limited Liability
Company Law.
against defendants in the amount of at least $437,000.00 for the value of Plaintiffs
interest in John Dory and unpaid distributions, together with interest, attorneys’ fees, and
32. Plaintiff repeats each and every allegation contained in the foregoing
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Article 10 of the N.Y. Limited Liability Company Law in performing their merger and
judgment declaring him to be a member in good standing of John Dory, together with
interest, attorneys’ fees, and the costs and disbursements of this action.
36. Plaintiff repeats each and every allegation contained in the foregoing
Article 10 of the N.Y. Limited Liability Company Law in performing their merger and
38. As a result, Stulman requests the Court set aside or rescind the
judgment from this Court stating that Stulman is a member in good standing of John
Dory, together with interest, attorneys’ fees, and the costs and disbursements of this
action.
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40. Plaintiff repeats each and every allegation contained in the foregoing
Article 10 of the N.Y. Limited Liability Company Law in offering Plaintiff the fair value
of his interest in John Dory and all distributions allocated to his Membership Interest.
herein determining the rights of Plaintiff to receive payment for his Membership Interest
in John Dory and fixing the fair value of the Membership Interest as of the close of
business on the day prior to the time the alleged Merger occurred, which is May1 2009,
to be paid by Defendants to Plaintiff, with interest thereon from May 1, 2009, and further
ordering Defendants to pay Plaintiff the unpaid distributions allocated to his Membership
Interests.
(i) for his first and second causes of action damages in the amount of at least
$437,000.00, together with interest, attorneys’ fees, and the costs and disbursements of
this action; (ii) in the alternative, for his third cause of action an order and declaratory
judgment from this Court stating that Stulman is a member in good standing of John
Dory; (iii) in the alternative, for his fifth cause of action an order to determine the rights
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Respectfully submitted,
Samuel F. Abernethy
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