482 Tompkins Realty LLC v. 482 Tompkins Capital LLC

2024 NY Slip Op 34520(U)
CourtNew York Supreme Court, Kings County
DecidedDecember 18, 2024
DocketIndex No. 1322/18
StatusUnpublished

This text of 2024 NY Slip Op 34520(U) (482 Tompkins Realty LLC v. 482 Tompkins Capital LLC) is published on Counsel Stack Legal Research, covering New York Supreme Court, Kings County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
482 Tompkins Realty LLC v. 482 Tompkins Capital LLC, 2024 NY Slip Op 34520(U) (N.Y. Super. Ct. 2024).

Opinion

482 Tompkins Realty LLC v 482 Tompkins Capital LLC 2024 NY Slip Op 34520(U) December 18, 2024 Supreme Court, Kings County Docket Number: Index No. 1322/18 Judge: Larry D. Martin Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. [FILED: KINGS COUNTY CLERK 12/26/2024 12:38 P~ INDEX NO. 1322/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 12/26/2024

At an IAS Term, Part Comm-10, of the Supreme Court of the State of New York, held in and for the County of Kings, at the Courthouse, at 360 Adams Street, Brooklyn, New York, on the 18th day of December, 2024.

PRES ENT:

HON. LARRY D. MARTIN, Justice. -----------------------------------------------------------------------X 482 TOMPKINS REAL TY LLC, THERESA EMELI, and JOAN KOMOLAFE, Plaintiffs,

-against- Index No. 1322/18

482 TOMPKINS CAPITAL LLC, 482 TOMPKINS SME LLC, SME CAPITAL VENTURES, SME CAPITAL MANAGEMENT LLC, ERAN SILVERBERG, DAVID KAMINSKY, and USC 482 TOMPKINS LLC,

Defendants. -----------------------------------------------------------------------X The following e-filed papers read herein: NYSCEF Nos.:

Notice of Motion/Order to Show Cause/ Petition/Cross Motion and Affidavits (Affirmations) Annexed_ _ _ _ _--'2=8=-.c8'--2=8=-c9...i..=2.cc..96-=----=2"'---9-'--'7,_,3'-4'--"'0--'-3"-4=2"'--"-3"--58"---=---3=-..c59'--_ Opposing Affidavits (Affirmations) _ _ _ _ 341-342, 359, 360, 362-363, 388,391,397 Affidavits/ Affirmations in Reply _ _ _ _ ~3~8~8~3~9--'1~39"---7'----------- Other Papers: Affidavit/Affirmation in Support_ 324_ _ _ _ _ _ _ __

Upon the foregoing papers, defendant David Kaminsky (Kaminsky) moves

(Motion Sequence [MS]# 11), pursuant to CPLR 3212 and/or 3211 (a) (7) and 3016 (b),

dismissing the claims of plaintiffs 482 Tompkins Realty LLC (482 Realty), Theresa

Emeli (Emeli) and Joan Komolafe (Komolafe) and all cross claims as against Kaminsky.

Defendant USC 482 Tompkins LLC (USC) moves (MS # 12) for an order, pursuant to

CPLR 3212, granting summary judgment dismissing the complaint as against USC. 1

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Plaintiffs cross-move (MS# 13) for an order, pursuant to CPLR 3212, granting plaintiffs

summary judgment and denying the summary judgment motion of Kaminsky. Plaintiffs

cross-move (MS# 14) for an order, pursuant to CPLR 3212, granting summary judgment

and denying the summary judgment motion of USC.

Plaintiffs commenced this action to recover damages and equitable relief

stemming from a transaction where the subject property at 482 Tompkins Avenue in

Brooklyn, owned by 482 Realty, was conveyed to defendant 482 Tompkins SME LLC

(SME) as part of an alleged fraudulent foreclosure rescue scheme. 482 Realty, a limited

liability company held by members Emeli, as to a 90% interest, and Komolafe, as to a

10% interest, assumed title to the subject property by deed dated November 15, 2007. In

2015, a foreclosure action was commenced on the mortgage encumbering the property.

Plaintiffs wished to retain ownership of the property, but were unable to obtain the

refinancing necessary to pay off the delinquent mortgage. Consequently, plaintiffs came

into contact with defendant Eran Silverberg (Silverberg), member of defendant SME

Capital Management LLC (SME Capital), who allegedly promised to help plaintiffs

obtain refinancing that would save the subject property from foreclosure. According to

the complaint, Silverberg represented that title to the property would have to be

transferred to a newly formed limited liability company (LLC) due to the poor credit

standing of 482 Realty, but that plaintiffs would still retain the majority interest in the

new LLC, with Silverberg having a small interest so as to enable him to negotiate with

the foreclosing mortgagee. Plaintiffs allege being told that after three months' worth of

payments were made on a hard money loan given by Silverberg's company, they would

2 of 13 [* 2] [FILED: KINGS COUNTY CLERK 12/26/2024 12:38 P~ INDEX NO. 1322/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 12/26/2024

be able to obtain an affordable conventional refinancing loan from a banking institution.

Plaintiffs allege that Kaminsky's firm was brought in by Silverberg to act as plaintiffs'

purported counsel in the transaction. 482 Realty, by Komolafe, entered into a retainer

agreement with Kaminsky' s firm, dated April 18, 2017, which provided, in part, the

following:

"We agree to assist and represent you in settling the mortgage default and resolve a payoff of the loan amount, which will result in discontinuance of the foreclosure, but not to appear in the foreclosure case and litigate the foreclosure defense. *** "Client waives attorney client confidentiality with regard to the proposed new lender and the mortgage broker, and client wants David A. Kaminsky & Associates, P.C. to communicate with them jointly in email threats, and that client waives any conflict of interest in David A. Kaminsky & Associates, P.C. representing her, and client understands that David A. Kaminsky & Associates, P.C. have in the past and continue to represent Evan Silverberg in separate unrelated matters, and he is a principal and/or participant in the new loan being arranged to payoff Client's existing lender."

On June 8, 2017, plaintiffs entered into a 'joint venture" with an "option

agreement" (as alleged in the complaint) with the newly formed company, SME, whereby

the existing mortgage in foreclosure was satisfied. The transaction included a Contract of

Sale between 482 Realty and SME, a Bargain and Sale Deed conveying the property

from 482 Realty to SME, an Operating Agreement for SME establishing a 90% interest

in defendant 482 Tompkins Capital LLC (482 Capital) and a 10% interest in 482 Realty,

and an Option Agreement giving 482 Realty the option of purchasing all membership

interests held by 482 Capital in SME for an exercise price of $2,150,000.00. The option

3 of 13 [* 3] [FILED: KINGS COUNTY CLERK 12/26/2024 12:38 P~ INDEX NO. 1322/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 12/26/2024

would be available to 482 Realty so long as monthly payments of $25,083.33 were

remitted to 482 Capital. The option was available to 482 Realty from the date of the

Option Agreement (June 8, 2017) through June 8, 2018 or the date of an option payment

default as defined in the Option Agreement. The aforementioned documents were signed

by Komolafe on behalf of 482 Realty as managing member. Also executed at the closing

was a stipulation of discontinuance of the foreclosure action with prejudice by the

foreclosing plaintiffs attorney and 482 Realty's foreclosure action counsel. The deed

conveying the property from 482 Realty to SME, dated June 8, 2017, was recorded on

June 30, 2017. A satisfaction of the mortgage encumbering the property, dated June 8,

2017, was recorded on June 30, 2017.

Plaintiffs allege that following the closing, Komolafe was made managing agent to

operate and maintain the building and to collect rents, which would be deposited into a

joint account with Silverberg to be used toward the monthly payments of $25,083.33,

with plaintiffs making up any balance from their own income.

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2024 NY Slip Op 34520(U), Counsel Stack Legal Research, https://law.counselstack.com/opinion/482-tompkins-realty-llc-v-482-tompkins-capital-llc-nysupctkings-2024.