SUPREME COURT THE STATE OF NEW YORK COUNTY OF ROCKLAND ABRAHAM KLEINMAN, and COHEN BRAFFITS Index-No. 3 3 C: cl I ESTATES DEVELOPMENT LLC, VERIFIED COMPLAINT Plaintiffs, --against - ZOHAR COHEN elk/a ZOHAR ABIKZER, THOMAS W. WILLIAMS, Defendants Plaintiffs, Abraham Kleinman and Cohen Braf?ts Estates DeveIOpment LLC, by and through their attorneys, Kantrowitz, Goldhamer Graifman, P.C., allege the following based upon personal knovirledge as to the individual plaintiff?s acts and upon information and belief as to all other matters. I EATURJE 9E THIS ACIIOE 1. This case a11ses f1 om a business ventme between the plaintiff, Abraham Kleinman I and defendant Zohai Cohen a/k/a Zohar Abikzer. The venture concerned a ceitain real estate development in Utah called Braffits Mountain, which is currently in bankruptcy. Zohar Abikzer acted in concert with Thomas W. Williams, Esq. (hereinafter ?Williams?), to commit wrongdoing from the inception of the venture to the present date. Zohar Used an alias, namely ?Zohar Cohen,? and misrepresented himself as an heir of the Cohen Brothers real estate empire in New York City, and a bene?ciary of a Cohen Family T1 ust valued in the hundreds of millions 'of dollars. His tlue suiname is Abikzer but he claimed to live with other Cohen family membeis at locations including T1 urnp Towel in New Y01k City Furthe1 he teported that he had the ability to borrow or receive distributions from the Cohen Family Trusts and/or to obtain loans or advances against his interests in order to fund his various real estate ventures. All such claims were false and his co-conspirator, Thomas Williams, Esq, knew them to be false. . 2. Zohar Abikzer falsi?ed his identity in order to obtain money, ?nancial and real estate interests through false pretenses. He and Thomas Williams, Esq. became ?duciaries with a special relationship of trust and confidence with plaintiff. They nevertheless conspired to make and breach various agreements and to commit various tortious acts against plaintiff. Their misrepresentations caused plaintiff to ente1 into agreements, to contribute and pay substantial moneys that Zohar had promised to pay. In fact, Zohar ended up contributing ve1y little capital 1n the Braf?ts Mountain venture, and the amount'that Zohar did contribute was through a secret and improper loan that he obtained from a third party, prejudicing the rights and interests of plaintiff. 3. The wrongdoing?of defendants caused plaintiff to sustain substantial monetary damages. Plaintiff also requests equitable relief to enforce his rights under various agreements including, among other things, corporate control and management pursuant to the parties? agreements, production of books and records including corporate, ?nancial, banking, escrow funds and a detailed accounting. THE PARTIES 4. At all times relevant herein, the plaintiff, Abraham Kleinman, was and is an individual residing in the County of Rockland in the State of New York. 5. At all relevant times, plaintiff Cohen Braf?ts Estates Development LLC (hereinafter was and is a Limited Liability Company existing under the laws of the State of New York or the State of Delaware. 6. Since July 15, 2014, as set forth below in further detail, plaintifleeinman has been the majority member of CBED, with the sole right to manage the company pursuant to the Operating Agreement, but defendants have refused to acknowledge and abide by their agreements. 7. At all relevant times, the defendant, Zohar Cohen a/k/a Zohar Abikzer (hereinafter ?Zohar?), was and IS an individual residing in the County of Rockland 1n the State of New York, and has been the de facto managing member of CBED. 8. At all relevant times, the defendant, Thomas W. Williams, Esq. (hereinafter ?Williams?), was and is an attorney licensed and regularly practicing law in the State of New York and acting as counsel for Zohar and/or CBED, maintaining his principal law of?ce at 220 Franklin Turnpike, Mahwah, New Jersey 07430. FA AQTUAL ALLEGATIONS The Parties? First Written Agreement Regarding Braffits Mountain. On or about November 22, 2013, plaintiff and defendant Zohar made and entered into a written agreement (hereinafter the ?Kennedy Loan Purchase Agreement?), whereby each-party would contribute one-half of the funds towards the purchase of a certain note and mortgage held by Kennedy Funding Inc. on property located in Cedar City, Utah, consisting of thousands of acres of partially developed land known as Braf?ts Mountain. 10.. Said agreement was prepared by attorney Williams, whose principal law of?ce is in Mahwah, New Jersey. Williams also supervised the execution of the-Agreement which took place in his of?ce. 1 1. Zohar listed his address therein as 721 Fifth Avenue, New Yor,k New York 10022/ 10019 Upon infmmation and belief, such address 13 the Trump Tower and it was falsely used by Zohar 1n furtherance of the fraudulent scheme alleged herein. 12. Williams knew that Zohar was engaged in false impersonation?relative to the Kennedy Loan Agreement at and prior to the time it was executed. 13. 1 Williams facilitated the' impersonation by Zohar by af?rming the ?Cohen Family Trust? pe1sona that Zohar created of himself being a rich real estate scion from a well? known family' 111 New York City with a real estate empire. Williams knew or should have known that such persona was false. . 14. Williams had in fact known Zohar since prior to 2007, and knew that Zchar actually resided in Monsey, New York, with his mother and/or siblings and not in Trump Tower. ?Zohar?s lastgname is in- fact Abikzer, and he adopted as his alias his mother?s maiden name of ?Cohen? in order to perpetrate the wrongdoing and fraud that is alleged herein. 15. The agreement provided, among other things, for the parties to form a Limited Liability Company for the purpose of completing the above described transaction with Kennedy, and developing and/or marketing the property. The parties agreed that going forward they would jointly review and approve all matters/concerns with Kennedy-(par. 5), and to hire a law ?rm to lift the automatic stay in bankruptcy proceeding that had been cemmenced by the owner of Braf?ts Mountain, and to ultimately facilitate a sale of the asset (par. 8). 16. Upon the sale of the asset, plaintiff was to receive the ?rst $1,313,000.00 in proceeds (par. 10). 17. The Operating Agreement. On or about November 27, 2013, the parties executed a Limited Liability Company Agreement of Cohen Braftits Estates Development, LLC. (hereinafter ?Operating Agreement?), which agreement was prepared by attorney Williams. Williams also supervised execution of the Operating Agreement in his law of?ce. I 18. I The Operating Agreement listed Zohar?s address as 721 Fifth Ayenue, New York, New York 10022?10019 [sic] 0/0 29 Dolson Road, Monsey, New York 10952. It essentially . I provided for the partiesto have an equal 50% interest in the Braf?ts Mountain venture. 19. - Plaintiff has requested from Williams a copy of the certi?cate or proof of plaintiff?s interest in CBED, and a copy of the LLC register, but Williams has failed, neglected or refused to comply. 20. The LLC Agreement provides, among other things, that no member shall have the power or authority to bindthe company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. . 21. Up to November 27, 2013, plaintiff had contributed a total of $1,010,500.00 in the Braffits Mountain venture, which was in excess of his required contribution. Zohar was promising that he was" going to imminently receive money from another source in order to pay his share of the Kennedy Loan purchase but such amounts never materialized, Plaintiff, therefore, was additionally compelled to pay to Kennedy, on November 27, 2013, Zohar?s obligation in the amount-of $365,000.00. Per Zohar?s instructions, plaintiff likewise paid another $255,000.00 to Kennedy, and another $100,000.00 to the ?Cohen Brothers? account at Chase (upon information and belief, this account was and is managed or controlled by Williams), in order to consummate the Kennedy Loan purchase, all because Zohar could not ful?ll his obligations. -5- 22. The Subsequent Amendment. Between November 21, 2013 and November 27, 2013, the parties entered into an amendment of their agreement providing, among other things, f01 Zohar to pay plaintiff the amounts of and ?$730, 000? and ?$116,,000 that IS a total of $866,000.00, with payment ?no later than 12/13/13.? I 23. As of December 12, 2013,plaintiff was still pressing Zohar and Williams regarding the reimbursement of $766,000.00 thatZohar owed to plaintiff. Zohar and Williams represented that it would be paid from what they called funds? (also referred to as ?Bronx I 24. For instance, Williams sent an email to plaintiff representing: will send the $760 out once received per Zohar.? Williams. repreSented the LNR funds were to be depoSited in his attorney trust account and would be paid to plaintiff therefrom. I - 25. Plaintiff never received such funds or reimbursement from Zohar or Williams, and defendants thar and Williams knowingly and/or negligently misled plaintiff into believing that such funds were assured and thereafter continued to represent LNR funds were imminently forthcoming to pay plaintiff which was false. Plaintiff was damaged thereby. 26. ?On or about December 18, 2013, a closingtook place, at which CBED purchased the Kennedy Funding, Inc. note and mortgage dated May 31, 2007. CBED thereby obtained all rights and interests therein to the Braf?ts Mountain property, appeared through counsel 'in the bankruptcy proceeding and the Bankruptcy Court has approved plan of reciganization by which CBED or a 1elated entity will Ultimately obtain ownership of the Braf?ts Mountain propeity. 27. Zohar failedto timely make a required contribution? of $700,000, which resulted in waste, damages and/or an additional $200,000.00 in costs, penalties or additional costs, pursuant to the Amendment of the Kennedy'Loan purchase agreement. - i - Zoha?r?s Secret, ImprOper?Agreement With International Interest, LP. Zohar failed to make all payments required under his agreements with plaintiff and the payments he did i make were made not with his own funds, nor from. ?Cohen Brothers Trust? funds or loans, but were obtained from a secret loan that Zohar ostensibly made on behalf of CBBD with International Interest LP (hereinafter Zohar failed to disclose plaintiff?s interest in the venture to the Texas LP, and the agreement that Zohar made with the Texas LP grossly violated Zohar prior agreement With plaintiff. 29. On or about December 17, 2013, Zohar executed a Binding Term Sheet with Texas LP. Zohar did so purportedly on behalf of CBBD. ?Zohar A. Cohen,? individually guaranteed all obligations and payments to Texas LP under the agreement. 30. I Zohar used the false name or alias of ?Zohar AuCohen,? and not his actual surname Zohar A. Ebikzer, in furtherance of the wrongdoing alleged herein. 31. Zohar also used the false and apparently prestigious Trump Tower address, 72i Fifth Avenue, New York, NY 10022, to help create a false persona together with Williams' in furtherance of the wrongdoing alleged herein. 32. zohar? 3 secret loan provided that the Texas LP would pay $900,000.00 toward purchase of the Kennedy Note and Mortgage; and an additional $100,000.00 to ?Cohen? (which the Binding Term Sheet de?nes as CBETJ), to be used for costs and expenses associated with the purchase.- 33. Zohar concealed plaintiff?s interest in CBED from the Texas LP, and entered into the transaction which was ultra vires under the Operating Agreement. Zohar thereby fraudulently obtained the funds necessary to pay his required contribution to CBED from the secret loan proceeds and, at the same time, improperly incurring additional liability to plaintiff and/or CBED to repay the loan with interest, penalties and attorney?s fees, inter alia. 34.- Zohar?s secret loan agreement with the Texas LP provided that the latter could elect, within the ?Due Diligence Period? until July 31, 2014, to pay certain additional sums and thereby obtain 80% of all rights, title and interest in the Kennedy Mortgage and Note, thereby secretly agreeing to virtually extinguish plaintiff?s interest 1n CBED without his knowledge, consent, approval 01 acquiescence. 13.5. Zohar?s secret loan agreement was wrongful, fraudulent, unauthorized, ultra vires, and constituted a breach of his agreement(s) with plaintiff. 36. On or about the same date of December 17, 2013, Zohar executed a Continuing and Unconditional Personal Guaranty of the secret and improper loan that he made with Texas LP. I 37. 011 or about January 2S, 2014, Zohar and the Texas LP entered into an Amendment to Binding Term Sheet, which provided for an additional payment of $60,000.00 to ?Cohen? (again de?ned therein as CBED). Such money Was to ?reimburse? Cohen for $60,000.00, which was a false and/or misleading representation by Zohar A. Cohen because legal and other expenses were paid by plaintiff. 38. Attorney Williams was aware of Zohar?s secret loan agreement with the Texas LP because, inter alto, he notarized Zohar?s execution of the Amendment to Binding Term Sheet .3- dated January 28, 2014, and Williams violated his ?duciary duties as an attorney, trustee and otherwise by failing to notify plaintiff and continuing to mislead plaintiff regarding Zohar. Plaintiff was not aware of, and did not consent or acquiesce in Zohar?s secret and imprOper loan agreement with the Texas LP. - 39. The Texas LP Judgment. On or about July 11, 2014, the Texas LP sent Zohar and/or CBED Written notice that it elected not to exercise its Option to proceed with the proposed Braf?ts Mountain investment, and requested payment of its loan. 40. ZOhar and/01 CBED failed to make such payment and breached their ultra vires . agreement(s) with the Texas LP. 41. On or about September 9, 2014, the Texas LP brought suit in federal court for remedies associated with the above transactions, in a case entitled International Interests LP Cohen Bra?its Estates Development, LLC and Zohar A. Cohen Individually, Case No. 4: 02594 (S. D. Tx 2014) 42. ion or about April 23, 2015, the Court granted'the Texas motion for summary judgment, dismissed the defendants? answer and counterclaim and awarded Final Judgment to the Texas LP, jointly and severally against CBED and Zohar, individually, in the amount of $1,060,000.00, plus additional interest thereon, attorney?s fees of $3,000.00 with interest and costs. 43. Plaintiff did not ?nd out about Zohar?s secret loan until after ?nal judgment by the Court as aforesaid had already been awarded in favor of the Texas LP, and the consequences I substantially prejudiced the rights of plaintiff and CBED and has resulted in substantial damages. 44. The Bankruptcy Prgceeging. On August 23,- 2012, Braffits Creek Estates. (hereinafter ?Debt0r?) ?led a voluntary petition for relief under Chapter 1 1 of the United States Code (the ?Bankruptcy Code?), in the United States Bankruptcy Court fo1 the District of Las Vegas, and the Debtor continued to operate and manage its business as a debtor-in?possession. 45. On December 18, 2013, purchase of the Kennedy Note and Mortgage closed and the transfer of all such right, title and interest 'was effective on said date. CBED thereby became a secured creditor with a ?rst lien on the sole asset of the Debtor, and obtained counsel to seek relief from the automatic stay in Bankruptcy Court. 46. CBED through bankruptcy counsel proposed a Plan-of Reorganization with the goal of taking. ownership of 100% of the equity of the reorganized Debtor and disposing of all related claims. The Debtor? operating reports showed little or no recent business activity and the Debtor did not ?le a plan of reorganization. On October 20, 2014, Amended Plan of Reorganization was Con?rmed by the Bankruptcy Court. 47. During ongoing bankruptcy proceedings, substantial funds have been required at various times to pay taxes and other expenses to pay Iron County Utah for pre and post ?ling real estate), all of which had time constraints, and the failure to pay such expenses would potentially jeopardize or result: in the failure of Plan of Reorganization in bankruptcy, and the loss of funds which the partieshave invested to date in the transactiOn. 48. To wit, on June 4, 2014, plaintiff made payment by check in the amount of $420,000.00 to the Williams Attorney Trust Account, loaning Zohar the money to pay post petition real estate taxes required pursuant to the Bankruptcy Court Order of May 27, 2014. Such check was accompanied by a written trust agreement of even date, based upon Zohar?s email -10- dated June 3, 20.14 at 8:45 PM, which included representations about Zohar?s false identity and ability or intent to timely repay plaintiff. Attorney Williams either knew Or should have known were false. I 49. Plaintiff relied upon Zohar?s false representations, including that he would pay I plaintiff back within 14-21 days. Despite repeated promises and obligations, Zohar did not make payments as required under the Plan of Reorganization in bankruptcy. - 50. CBED is the source for funding payments and distributions that are required under its Plan of Reorganization. Plaintiff Kleinman, in order to protect his interest and investment in this matter, has been compelled to advance such ?mds as necessary either to the. CBED bank account or to Williams? Attorney Trust Account, and plaintiff has sustained damages as a result of defendants? wrongful conduct as alleged herein. 51. The Cd-anspirators: Zohar and Williams. Zohar misrepresented that he could obtain funds through the Cohen Family resources but not until after a Bankruptcy Court ordered deadline of June 16, 2014." Plaintiff therefore agreed to loan Zohar the funds for such payment Iwhich Zohar was obligated to pay but Zohar would obtain such funds and subsequently repay plaintiff. I 52. Prior to Zohar?s transactions with plaintiff, Williams and Zohar had engaged in prior transactions involving alleged breach of contract, default and investment fraud. 53. WW. On or about July 15, 2014, plaintiff and Zohar entered into another agreement because Zohar still had not made required capital contributions or payments after purchase of the Kennedy Note and Mortgage. 511- 54. Such agreement, also drafted by Williams, named Zohar according to his alias, ?Zohar Cohen,? and listed his address at the principal law of?ce of defendant Williams in Mahwah, New Jersey. 55. Plaintiff and Zohar had equal ownership interest 1n CBED and, at the time of the I agreement dated July 15, 2014, Zohar owed plaintiff additional amounts of $420, 000. 00 and $250, 000 00, respectively, plus interest. 56. As collateral for such payments, the agreement dated July 15,2014 provided that. - Zohar pledged as security his interest in CBED together with his interest in two other real estate investments, namely, Cohen Brian Head Development and Cohen Kleinman Brian Head - Development, LLC. 57. In'addition, Zohar agreed and transferred to plaintiff a portion of his interest in CBED, Cohen Brian Head Development and Cohen Kleinman Brian Head Development, LLC. 53. The agreement dated July 15, 2014 expressly provided that Zohar would be the one solely responsible for all further payments or obligations relating to CBED, Cohen Brian Head Development and Cohen Kleinman Brian Head Development, LLC. 59. In the event of Zohar?s default in timely making the payments of $420,000.00 and $250,000.00 plus interest as required by the agreement dated July 15, 2014, ZOhar would forfeit . an additional 5% of his interest in said ventures to plaintiff in addition to owing the principal amounts plus interest at the default rate of 16%. I I 60. Zohar never paid such amounts and has never made-a single payment thereof despite due demand therefor. -12- 61. The Pledge Agreement. On or aboin the same date of July 15, 2014, Zohar and plaintiff. entered into a written Pledge Agreement, which recited Zohar?s additional indebtedness to plaintiff of $670,000.00 and $250,000.00 plus interest, as stated in the above- mentioned written agreement of even date). 62. Zohar pledged his shares and interest in CBED, among other things, as collateral security for the payment of principal and interest due under the agreement of July 15, 2014. 63. The parties appointed and designated attorney Williams as the escrow agent under the Pledge Agreement, and the parties authorized and directed the deposit of Zohar?s interest/shares therein with the Escrowee, to keep and preserve them until Zohar?s payment in full or, if the" Pledgor defaults or such amounts are not duly paid, ?to thereupon deliver the Shares and the blank Stock Power hereinbefore deserz'bed, to the Pledges. 64' Despite due demand therefor, Williams has not delivered the shares to plaintiff. 65. The actions and omissions of Williams herein have been in bad faith and/or in willful. disregard of the parties? agreements and/or his responsibilities or obligations arising therefrom. 66. . The foregoing wrongful conspiracy by Williams and Zohar were intended to induce plaintiff to advance Zohar funds based on his impersonation and misrepresentations concerning, among other things, that funds were imminently forthcoming from the Trust? and or other ?operating trusts,? and/or a ?Cohen Lender? with a prestigious address at ?767 Avenue, New York, New York 10019 Clo Weil Gotshal Manges -13. 67. Zoharbontinued to acknowledge the additional debts that he owed to plaintiff as aforesaid, and continued to promise that payment would be made shortly but never made payment. 68. The Agreement Dated October 3, 2014. On October 3, ?2014, plaintiff and Zohar entered into another agreement which, among other things, clari?ed and set forth certain continuing ?nancial obligations of the parties relative to Zohar?s default and Braf?ts Mountain. 69. The Fifth Agreement was made following certain proposals and a meeting of the parties on the previous day at the of?ce of attorney Williams. Plaintiff set forth in writing the terms of the agreement which was executed by the parties. 70. Plaintiff agreed to advance an additional $600,000.00 in consideration for Zohar?s agreement and representation, inter alia, that he would procure a loan of at least $3,000,000.00. Plaintiff was not required to advance any additional funds and any further required payments were Zohar?s sole responsibility. Zohar did not ful?ll his obligations and, as a result, plaintiff had to make further advanees' and/or contributions. 71. Zohar agreed to pay plaintiff additional amounts of $400,000.00 plus interest upon the closing of the loan ?from the Cohen Trust,? and within 30 to 60 days thereafter Zohar agreed to pay plaintiff an additional $400,000.00 with interest..- 72. As per the agreement dated October 3, 2014 (supra), [Plaintiff has] no further obligation to advance funds on the Braf?ts and Grand Loge [sic] transaction with the understanding that any future obligation shall be the sole obligation of Zohar to pay and he promises to do so timely and in no way impair the investments that both he and Abe have made to date. -14.. 73. In addition, Zohar agreed and conveyed all of his interest in" CBED to plaintiff as security for Zohar?s ful?lling his payments and commitments under the agreement of July 15, I 2014, and such interest would be reconveyed upon Zohar?s ful?llment thereof. 74. Zohar has never ful?lled his payments and commitments under the agreement of July 15, 2014. 75. Williams had a vital role in the wrongdoing alleged herein. Williams assumed the duty of accounting for the venture, through bank accounts that he controlled, into which most of plaintiff?s advances were made following Zohar?s default in ful?lling his obligations to pay under the parties? various agreements. Williams was or should have been aware of Zohar?s false identity, impersonation, misrepresentations, and actively encouraged or furthered Zohar?s wrongful acts and omission in obtaining plaintiff?s funds and Zohar?s serial defaults on all of his agreements, throughWilliams? communications, legal and banking services including but not limited to the misuse of his attorney-trust account. 76. On November 14, 2014, plaintiff?requested that Zohar sell the Braf?ts Mountain property as soon as pessible, pursixant to Zohar?s prior report of an interested buyer, and plaintiff stated-that he did not intendto disburse any further-funds for expenses and demanded that defendants provide him with the following: -. As I previously indicated, you are" not now or have ever been authorized to obligate Cohen Braffits or Cohen Brian Head to any loan or action without my prior written approval. Finally, I would like to get copies of the bank statements of the above LLCs and copies of checks drawn from Tom?s escrow aCcOunt from funds that I deposited with him. -15- 77. In reply, Zohar advised plaintiff that he had ?no desire in selling Braf?ts? and that his ?model is to hold? and that, if plaintiff found a buyer, Zohar Would exercise his ?rights to- refuse a sale of your Zohar and Williams refused to provide an accounting of CBBD funds under their control. - I i '78. On January 3 0, 2015, Zohar advised plaintiff that he did not need to hire a broker to sell the Braf?ts Mountain property, since he had ?at least 7 offers from locals in the west coast, [and gets] calls weekly or every other week to say the least.? No serious buyer ever emerged and the property has not been sold. 79. On December 29, 2014, due to Zohar?s continuing breaches of the parties? agreements and failures to make payments as promised, plaintiff was compelled to make further payments of $75,000 00 as required under Plan of Reorganization 1n the Braf?ts Mountain bankruptcy pioceeding, notwithstanding that plaintiff was under no obligation to de se, in order to avoid partial or complete forfeiture of interest in the property. 80. There is presently pending a motion in the Bankruptcy Courtto vacate Plan of Reorganization and to convert the case from Chapter 11 to Chapter 7 (liquidation), for failure'to make required payments which is due to defendants" wrongdoing. 81. Plaintiffs damages are continuing, including but not limited to the payment of future bankruptcy and property related expenses, inter alia, as may be required to avoid failure of Plan of Reorganization and/or forfeiture of property. -16- FIRST OF ACIIQN (Breach of Contract Against Defendant Zohar) 82. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and? at length herein. 83. The above stated agreements formed and constituted a contract between plaintiff I and Zohar. I I 84. Plaintiff substantially performed the duties on his part under said agreements. 85. . Defendant Zohar breached the above stated agreements with, plaintiff by failing to duly make required payments and by- failing to duly reimburse plaintiff who made payments on the above real estate ventures that Zohar was obligated to make. 86. Plaintiff sustained damages as a result of Zohar?s breaches. . SECOND CAUSE OF ACTION (Breach of the Implied Covenant of Good Faith Fair Dealing Against Defendant Zohar) 87. - Plaintiff repeats and realleges the foregoing paragraphs as if set forth'fully and at length herein. I 88. Defendant Zohar acted and failed to act in such a manner,? as stated above, as to deprive plaintiff of the right to receive bene?ts under-the said agreements. 89. Plaintiff sustained damages as a result of defendant Zohar?s breach of the implied covenant of good faith and fair dealing. THIRD gnusn QF ACTION (Breach of Fiduciary Duty Against Defendants Zohar and Williams) 90. Plaintiff repeats and realleges? the foregoing paragraphs as if set forth fully and at length herein. -17- 91. A ?duciary relationship of trust and con?dence existed between plaintiff and defendants, whereby the defendants were bound to exercise the utmost good faith and undivided loyalty toward plaintiff throughout the relationship.? I 92. Defendants acted and failed to act in such a manner, as statedabo've, as to breach the ?duciary duties that they owed to plaintiff. 93.' Plaintiff sustained damages as a result of defendants breach of ?du01a1 duties. EOURTH CAUSE OF ACIIOE (Negligence Against Defendants Zohar Williams) 94. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 95. Defendants were entrusted with funds belonging to plaintiff and had duties to use such funds for the purposes intended and not to commit waste. 96. Defendants were negligent in their duties. . 97. Plaintiff sustained damages as a result of defendants" negligence. FIFTH CAUSE OF ACTION (Negligent Misrepresentation Against Defendants Zohar Williams) 98. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 99. Defendants and plaintiff had a special or privity-like relationship imposing a duty on defendants to impart correct information to plaintiff. 100. Defendants knew that plaintiff used their statements for the purpose of paying various monies relating to the ventures set forth herein. ~18- 101. Defendants imparted meorrect information to plaintiff, including-but not limited to that pertaining to Zohar?s identity, background, experience, family, ?nancial resources, his ability to obtain funds, trust funds, loans or money from other sources, his ability to make required payments as set forth herein, activity 1elating to the attorney escrow account and other accounts controlled by Williams, checks and payments relating thereto. - 102. Plaintiff reasonably relied upon defendants? statements. 103. Plaintiff sustained damages as a result of defendants? negligent misrepresentations. - SIXTH CAUSE OF ACTION (Fraud Against Defendants Zohar and Williams) 104. Plaintiff repeats and manages the feregoing paragraphs as if set forth fully and at . length herein. 105. Defendants made the above stated misrepresentations and-omissions of material facts, which were false and known to be false by defendants at the time they were made. 106. Dlefendants? misrepresentations and omissions of facts Were made for the purpose of plaintiff to rely upon them. - 107. Plaintiff was justi?ed in relying upon such statements by defendants. . 108. Plaintiff sustained damages as a result of defendants? fraud. CAUSE OF ACTION (Fraudulent Concealment Against Defendants Zohar Williams) 109. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. -19- 110. Defendants Zohar and Williams omitted to disclose to plaintiff material facts including but not limited to those pertaining to Zohar?s impersonation, false identity, family members, ?nancial rescurces, background and experience, as well as the true extent of funds of defendants or in accounts that they controlled. ll 1. Defendants committed such omissions in a deceptive manner and with an intent to defraud. 112. Defendants had a duty to disclose such matters to plaintiff accurately and truthfully and not in a deceptive manner. 113. Plaintiff reasonably relied on defendants? omissions. 114. As a result, plaintiff sustained damages. EIGHTH QAUS QF, ACTION (Fraudulent Inducement Against Defendants Zohar Williams) 115. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 1 16. Defendants made false representations of material fact as aforesaid. 117. Such representations were known by defendants to be untrue. 1 18. Defendants made such representations with the intent of inducing reliance from plaintiff to make payments of money, and to advance Zohar funds, and to induce forbearance by plaintiff from further inquiry. 119. Plaintiff justi?ably relied upon defendants? statements. 120. As a result, plaintiff sustained damages. -20- NINTH CAUSE OF ACTION (Aiding Abetting Against Defendant Williams) 121. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 122. Defendant Zohar committed the tortious conduct that is alleged herein. 1223. Defendant Williams had knowledge of Zohar?s wrengful conduct. Defendant Williams provided substantial assistance to Zohar?s Commission of the underlying torts. 125. Plaintiff sustained damages as a result of the wrongful assistance provided by defendant Williams. TENTH CAUSE OF. ACTION (Civil Conspiracy Against Defendants Zohar Williams) .126. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. I - I I 127. Defendants Zohar and Williams had a corrupt agreement among themselves whereby Zohar deceived persons including plaintiff concerning his background, experience and ?nancial resources, and thereby wrongfully obtained funds and pro?ts which bene?tted defendants. 128. Defendant Williams engaged in overt acts and omissions in furtherance of his corrupt agreement with Zohar, and provided legal, banking and other assistance of the scheme. 129. As a result, plaintiff sustained damages. -21.. ELEVENTH CAUSE OF ACTION (Professional Malpractice Against Defendant Williams) 130. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. I I I 131. Defendant Williams was retained to perform and did perform legal services on behalf of the above captioned parties, and had a duty to do so in a competent and professional manner. I 132. Defendant Williams failedto exercise the ordinary reasonable skill and knowledge commonly possessed by a member of the legal profession. I. 133. The breach of such defendant Williams proximately caused plaintiff to sustain damages. I TWELFTH CAUSE OF ACTION (Violation of General Business Law 349 Against Defendants Zohar Williams) 134. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. I 135. Defendants engaged in deceptive business practices directed towards persons with Whom they sought to do business. I 136. Defendants deceived plaintiff and others with respect to Zohar?s identity, background, family, ?nancial-resources and experience, inter alia, with the intent to wrongfully pro?t therefrom. 137. D?efendants? acts and omissions were deceptive and misleading in a material way. 138. As a result, plaintiff has sustained damages. -22.. THIRTEENTH AU OF ACTIO (Accounting Against Defendants Zohar Williams) 139. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 140. At all relevant times, plaintiff and defendants have and/or had a con?dential or ?duciary relationship. I 141. Defendants were entrusted with a duty to account fer money or property that they received from plaintiff. 142. Plaintiff has requested information but defendants have failed to provide true and full information pertaining to the business ventures alleged herein. 143. No adequate legal remedy exists. FOURTEENTH CAUSE OF ACTION (Conversion Against Defendants Zohar and Williams) 144. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 145. Plaintiff has rights and interests in money, property and ownership relative to the business ventures and transactions that are alleged herein. I I 146?- Defendants have interfered with or exercised dominion over plaintiffs? money, property and ownership interests in derogation of plaintiffs? rights. EIFTEENTH CAUSE OF ACTIQN (Unjust Enrichment Against Defendants Zohar Williams) 147. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. .23.. I 148. Defendants received substantial moneys from plaintiff as aforeSaid. 149. Defendants bene?tted? from such ?mds. 150. Under principles of equity and good conscience, defendants should not be permitted to retain such funds. SIXTEENTH clause or (Inspection of Books Records Against Defendants Zohar Williams) 151. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 152. Plaintiff owns or controls a 100% interest in CBED, by vray of his original 50% interest, plus the additional 2% interest that Zohar transferred to plaintiff outright pursuant to the parties? written agreement. dated July 15, 2014, and the additional 5% interest that Zohar transferred under said agreement upon his subsequent default in making required payments that are referred to therein, and the Pledge Agreement of even date, whereby Zohar ceded control of all rights and control over his remaining interest in CBED until such time as Zohar repays plaintiff. . 153. Based on the foregoing, plaintiff has an absolute right to possess and/or inspect books and records and to an accounting. I SEVENTEENTH CAUSE OF ACTION (Prime Faerie Tort Against Defendants Zohar-8; Williams) 154. Plaintiff repeats and realleg'es the foregoing paragraphs as if set forth fully and at length herein. 155. Defendants Zohar and Williams intentionally in?icted harm upon plaintiff, without legal excuse or justi?cation, which resulted in special damages. -24- 156. Such harm resulted from a series of acts which may or may not-have been lawful but which caused such harm to plaintiff. 157. Such'acts by defendants?Zohar and Williams were intentional and had malevolent motivation. IGHTEENTI-I CAUSE OF ACTION (Declaratory Judgment Against Defendants Zohar Williams) I 158. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 159. A bona?de, justiciable and substantial controversy exists with regard to the rights, duties and/or obligations of the parties relative to their express and/or implied agreements, and the meaning or interpretation of provisions therein, and concerning the performance and/or enforcement thereof. I 160. Plaintiff and defendants have aduerse legal interests as to certain present and/or prospective rights, duties and/or obligations pursuant to such agreements. 161. A declaratory judgment would serve a'useful purpose in clarifying or settling the legal issues. .. 162. A judgment would ?nalize the controversy and/or offer relief from uncertainty. HINETEENTH CAUSE OF ACTION (Imposition of a Constructive Trust Against Defendants Zohar Williams) 163. Plaintiff repeats and realleges the foregoing paragraphs as if set forth fully and at length herein. 164. Plaintiff and defendants had a confidential or ?duciary relation.- 165. In reliance upc'm promises made by defendants, plaintiff Kleinrnan transferred -25- funds for various purposes relating to CBED. 166. Defendants have been unjustly enriched by ?obtaining such funds in a wrongful manner. 167. Since defendant Zohar obtained his interest in CBED through a pattern of deceptive, dishonest, fraudulent and wrongful behavior, and contributed little or no money to the venture that was not raised wrongfully, defendant Zohar would be unjustly enriched if permitted to retain his interest in CBED. . 168. Plaintiff is entitled to Zohar?s entire interest in CBED as unjust enrichment damages and/or imposition of a constructive trust on such interest, in addition to any other damages and money or property of - defendants which was wrongfully obtained?upon which a construction should also be imposed. WHEREFORE, plaintiff demands judgment against defendants for the following relief: A. Directing defendants to render a full accounting for produce and turn over books and records, and provide an accounting, to the plaintiff; B. Directing defendants Zohar and Williams to return all monetary and/or other property and records that belongs to CBED, and to pay restitution and disgorge such amounts and any pro?ts derived therefrom, with interest; 1 C. Enjoining Zohar from possessing or attempting to take possession, control or from transferring or using any property, assets, expenses or liability of CBED or which was obtained from plaintiff; Imposing a constructive trust upon preperty of defendants Zohar and Williams in the amount of any funds that they wrongfully diverted or converted from plaintiff, an accounting for pro?ts, or for any damages that he caused to plaintiff, or any other amounts that the Court may henceforth order; .26- E. Declaratory judgment that plaintiff owns or controls 100% of CBED and is its sole managing member; F. Awarding monetary damages in amounts to be proved at or before trial; 0. Otherwise declaring and setting forth the respective rights and duties of the parties and/or fashioning appropriate legal and equitable remedies in the interest of justice; - H. Foriattorney?s fees, punitive damages, interest, costs, disbursements. and Such. other and ?irther relief as may be deemed just and proper. Dated: Chestnut Ridge, New York August 6, 2015 - . - KANTROWITZ, GOLDHAMER GRAIFMAN, P.C. Attorneys for Plainti? ray: ??a?vj?b Reginald H. Rutish?auser, Esq. -27- VERIFICATION STATE OF NEW YORK - COUNTY OF ROCKLAND ABRAHAM KLEINMAN, being duly sworn says: I am the individual plaintiff in the within action; I have read the foregoing Complaint and know theoontents thereof; the same is true to my own knowledge except as to the matters therein'stated to be alleged on information and belief and, as to those matters, I believe to be true. ABRAHAM KLEINMAN Sworn to before me this 6"1 day of August, 2015 02, 7Q Notary. Public REGINALD H. RUTISHAUSER Notary Pu bltc. State of New York No. 02Rtl4984256 -- Qualified in Orange County CQmmission EXpires Ju .