BRIGHTER CAPITAL MANAGEMENT, LLC v. BCF-EF, LLC

CourtCourt of Appeals of Georgia
DecidedOctober 2, 2024
DocketA24A0257
StatusPublished

This text of BRIGHTER CAPITAL MANAGEMENT, LLC v. BCF-EF, LLC (BRIGHTER CAPITAL MANAGEMENT, LLC v. BCF-EF, LLC) is published on Counsel Stack Legal Research, covering Court of Appeals of Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
BRIGHTER CAPITAL MANAGEMENT, LLC v. BCF-EF, LLC, (Ga. Ct. App. 2024).

Opinion

FOURTH DIVISION DILLARD, P. J., BROWN and PADGETT, JJ.

NOTICE: Motions for reconsideration must be physically received in our clerk’s office within ten days of the date of decision to be deemed timely filed. https://www.gaappeals.us/rules

October 2, 2024

In the Court of Appeals of Georgia A24A0257. BRIGHTER CAPITAL MANAGEMENT, LLC et al. v. BCF-EF, LLC et al.

BROWN, Judge.

In the second appearance of these parties before this Court, Brighter Capital

Management, LLC, its principal, Ricardo I. Korn, and non-party Hermes Venture,

LLC (“Appellants”) appeal the trial court’s order which held Korn and Hermes

Venture (“Hermes”) in contempt, struck Brighter Capital and Korn’s complaint, and

imposed attorney fees and a fine. Appellants argue that the trial court erred both in its

contempt holding and in dismissing the complaint. For the following reasons, we

affirm the trial court’s finding of contempt against Korn and Hermes, but reverse the

dismissal of Brighter Capital’s claims. The evidence shows that Korn was the sole member and manager of Brighter

Capital, a limited liability company which bought properties at tax sales to rehabilitate

and resell. Meanwhile, Emmanuel Fialkow is the owner and sole member of Bentley

Spectrum, LLC (“Bentley”). In February 2019, Fialkow and Korn, along with their

respective LLCs, Bentley and Brighter Capital, formed a new entity, BCF-EF, LLC

(“BCF”), to buy tax sale properties to renovate and sell. The BCF operating

agreement that they executed listed Korn and Bentley as the BCF members, Brighter

Capital and Bentley as the managers, and designated Fialkow as a “special member”

with certain managerial authority over the new LLC. The agreement further provided

that Bentley would make an initial capital contribution of $300,000, while Brighter

Capital would contribute $1,000. Fialkow considered the Bentley $300,000 capital

contribution a loan which would be paid off after about two years.

Between 2019 and 2021, BCF acquired seven properties at tax and foreclosure

sales. To finance these purchases, throughout 2019 and 2020, Fialkow and Bentley

loaned BCF funds to purchase tax deeds, eventually contributing more than $700,000

to the new company. In contrast, Korn did not deposit any money to BCF’s account

after his initial $1,000 deposit in March 2019.

2 In May 2021, Fialkow provided BCF funds to purchase a tax deed at 550

Stratford Green (“550 Stratford”) in Avondale Estates, Georgia, a property which

was held by the Estate of David Howell. But though Korn bought the 550 Stratford

deed with BCF funds, the deed listed Korn, individually, as the property purchaser,

instead of BCF. Korn did not initially inform Fialkow of this alleged mistake, though

he eventually claimed that the failure to designate BCF as the purchaser was simply

a county clerical error. Nonetheless, Korn did not quitclaim the property to BCF until

after Fialkow discovered the problem and hired an attorney to demand that Korn do

so.

Throughout 2021, the relationship between Fialkow and Korn deteriorated as

Fialkow questioned various BCF expenses that Korn claimed and grew increasingly

dissatisfied with Korn’s refusal to provide requested corroboration. In July 2021,

Bentley removed Brighter Capital as the BCF manager and terminated Korn as a BCF

officer. In October 2021, Korn and Brighter Capital filed a verified complaint against

BCF, Bentley, and Fialkow (“Defendants”) for breach of fiduciary duty, false light

and defamation, breach of contract, unjust enrichment, and attorney fees. They

alleged that Defendants had improperly placed security deeds on BCF properties,

3 wrongfully blocked Korn’s access to the BCF bank account, and unlawfully

transferred BCF assets. Korn and Brighter Capital requested that the trial court

declare Korn BCF’s sole owner; they also requested an accounting and sought to have

a receiver appointed and a constructive trust imposed.1

BCF and Bentley and, separately Fialkow, answered the complaint and

counterclaimed for breach of fiduciary duty, breach of contract, fraud, tortious

interference, and bad faith attorney fees. In their verified pleadings, Defendants

alleged that Korn repeatedly withdrew money from the BCF account without

explanation, that he usurped corporate opportunities, made material factual

misrepresentations — including about the 550 Stratford transaction — and

improperly paid his separate LLC and alter ego, Hermes, BCF funds without

explanation.2 They requested various relief, including that the trial court order Korn

and Brighter Capital to provide missing account and tax information so that BCF

could complete its accounting.

1 In May 2022, Korn and Brighter Capital filed an amended complaint through new counsel which set forth the same causes of action. 2 Korn started Hermes in 2012. 4 On July 1, 2022, BCF served interrogatories, requests for documents, and

requests for admission on Korn and Brighter Capital; the same day, BCF and Bentley

served a non-party request for documents on Hermes, through its attorney and

registered agent, Leon Van Gelderen, who had previously also served as BCF’s

counsel. On August 3, Korn and Brighter Capital responded to the discovery by filing

a motion for a protective order, claiming that they were protected from discovery by

the pending appeal, which involved the trial court’s decision to appoint a receiver to

manage BCF’s assets.3 Then, on August 15, Bentley served Korn and Brighter Capital

and, separately, Hermes with the same discovery requests.4

Motions to Compel

On August 10, 2022, BCF filed a motion to compel and for sanctions against

Korn and Brighter Capital, alleging that neither had responded at all to its discovery

requests and that instead of complying with their discovery duties, Korn and Brighter

3 On June 10, 2022, the trial court granted Korn and Brighter Capital’s motion to appoint a receiver, and BCF and Bentley appealed. We affirmed the trial court in an unpublished opinion pursuant to Court of Appeals Rule 36. BCF-EF, LLC v. Brighter Capital Management, LLC, 367 Ga. App. XXIII (March 2, 2023) (unpublished). 4 On August 1, 2022, the trial court granted the parties’ consent motion to extend the discovery period until October 31, 2022. 5 Capital had filed an improper motion for protective order. Arguing that Korn and

Brighter Capital’s failure to respond to its discovery was intentional, BCF requested

that the trial court dismiss their complaint. Hermes had also failed to respond to the

discovery, and in September 2022, Bentley filed a motion to compel against it. The

next month, BCF and Bentley filed a separate motion to compel against Korn and

Brighter Capital, attaching as exhibits both the questions promulgated to them, and

the responses they filed after the first motion to compel was filed. Bentley argued that

though Korn and Brighter Capital had responded to the discovery, they had asserted

baseless objections, had not produced a privilege log, and had refused to provide

discoverable information.

In October 2022, after various attempts to schedule Korn’s noticed deposition

as a representative of Brighter Capital failed, BCF and Bentley filed a third motion to

compel and for sanctions against both Korn and Brighter Capital, alleging that Korn,

individually and as the representative of Brighter Capital, had failed to appear for his

deposition.

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