Gary Tatintsian v. Mikhail Vorotyntsev and Elena Vorotyntseva

District Court, S.D. New York·Decided March 27, 2026·No. 1:16-cv-07203·Unknown

Opinion

UNITED STATES DISTRICT COURT ELECTRONICALLY FILED DOC #: _________________ SOUTHERN DISTRICT OF NEW YORK DATE FILED: 03/27/2026 ----------------------------------------------------------------- X : GARY TATINTSIAN, : : Plaintiff, : 1:16-cv-7203-GHW : -v – : MEMORANDUM OPINION & : ORDER MIKHAIL VOROTYNTSEV, : Defendant. : : ----------------------------------------------------------------- X GREGORY H. WOODS, United States District Judge:

This case began when Plaintiff Gary Tatintsian filed a complaint against Mikhail Vorotyntsev and Elena Vorotyntseva, alleging claims arising out of Mr. Tatintsian’s investment in Mr. Vorotyntsev’s startup Shoplink and the Vorotyntsevs’ use of those funds. Early in this litigation, Mr. Vorotyntsev and Shoplink sought to interplead and assert claims against Younis Zubchevich. Mr. Zubchevich was served but did not respond or enter an appearance in this action. In resolving pending motions to dismiss, the Court allowed claims against Mr. Zubchevich to proceed because no party had moved to dismiss them. In May 2019, Shoplink—proceeding through counsel— amended its third-party pleading and indicated that it intended to move for a default judgment. In the nearly seven years since, neither Shoplink nor Mr. Vorotyntsev have taken any action to prosecute those claims. The remaining claims in this case having been dismissed at various stages of litigation, the Court issued an order to show cause why Shoplink’s claims should not be dismissed for failure to prosecute under Federal Rule of Civil Procedure 41(b). Mr. Vorotyntsev, proceeding pro se, responded. Shoplink did not. Because all of the factors the Second Circuit considers in determining whether to dismiss an action for failure to prosecute favor dismissal and because Mr. Vorotyntsev’s claims against Mr. Zubchevich are largely duplicative of previously-dismissed claims in this case, the Court finds that it is an appropriate exercise of its discretion to dismiss Shoplink and Mr. Vorotyntsev’s claims against Mr. Zubchevich without prejudice. I. BACKGROUND This case has a long procedural history that speaks for itself. The Court reviews the history relevant to the claims against Mr. Zubchevich and directs the reader to the docket of this case for a full review of the history and facts. A. Mr. Vorotyntsev’s Claims On September 15, 2026, Mr. Tatintsian initiated this action against Mr. Vorotyntsev and his

wife Elena Vorotyntseva, asserting claims relating to his investment into Shoplink and the Vorotyntsevs’ use of those funds. Dkt. No. 1. On November 11, 2016, Mr. Vorotyntsev, proceeding through counsel, answered and asserted counterclaims against Mr. Tatintsian. Dkt. No. 32 (“Tatintsian CC”). He asserted three causes of action: (1) aiding and abetting Dmitry Khmaladze’s breach of fiduciary duty; (2) aiding and abetting Mr. Zubchevich’s breach of fiduciary duty; (3) a claim of civil conspiracy. Id. ¶¶ 63–83. He also sought to implead and assert claims against Mr. Zubchevich, Diabetica Research Solutions, Inc. (“Diabetica”), Mr. Khmaladze, and ITAdapter Corporation, Inc. (“ITAdapter”) (collectively, the “Third-Party Defendants”). Dkt. No. 40 (the “Third-Party Complaint,” or “Third- Party Compl.”). In the Third-Party Complaint, Mr. Vorotyntsev asserted four causes of action: (1) a claim of contribution against all Third-Party Defendants; (2) a claim of unjust enrichment against all Third-Party Defendants; (3) a breach of fiduciary duty claim against Mr. Zubchevich; and (4) a

civil conspiracy claim against Mr. Zubchevich. Id. ¶¶ 84–108. Mr. Vorotyntsev filed affidavits of service of that pleading representing that all parties had been served. See Dkt. Nos. 72–75. On November 22, 2016, Mr. Khmaladze and ITAdapter appeared. Dkt. No. 58. Mr. Zubchevich did not appear. His deadline to answer or otherwise respond passed on December 28, 2016. Dkt. No. 75. On January 17, 2017, Mr. Khmaladze and ITAdapter filed a motion to dismiss all claims against them in the Third-Party Complaint. Dkt. No. 105. On June 25, 2018, the Court granted that motion. Dkt. No. 181. In its order, the Court dismissed Counts I and II. Id. Following dismissal of those counts, all of Mr. Vorotyntsev’s claims against Mr. Khmaladze, ITAdapter, and Diabetica were dismissed, and no claims against those parties remained pending in this action. However, the

Court specified that “Counts Three and Four of the Third-Party Complaint [may] proceed, as there has been no motion to dismiss those counts.” Id. at 11. Therefore, Mr. Vorotyntsev’s claims against Mr. Zubchevich remained in this action. On May 12, 2017, Mr. Tatintsian moved to dismiss Mr. Vorotyntsev’s counterclaims. Dkt. No. 142. On April 18, 2019, the Court granted that motion in full. Dkt. No. 182 (“Tatintsian Op.”). As it related to the claim of aiding and abetting Mr. Zubchevich’s breach of fiduciary duty, the Court stated the following: These claims regarding the alleged theft of AUM Code and ShopLink’s property, ceasing payment for AUM Code and ShopLink expenses, and usurping AUM Code and ShopLink’s business plan all fundamentally seek remedies for wrongs done to AUM Code and ShopLink, and as a result are derivative in nature. See, e.g., In re Stillwater Capital Partners Inc. Litig., 851 F. Supp. 2d 556, 567–68 (S.D.N.Y. 2012) (“Under New York law, a claim is direct if the wrongdoer has breached a duty owed to the shareholder independent of any duty owing to the corporation wronged. Allegations of mismanagement or diversion of assets by officers or directors to their own enrichment, without more, plead a wrong to the corporation only, for which a shareholder may sue derivatively but not individually.” (internal quotation marks and citations omitted)); Abrams v. Donati, 66 N.Y.2d 951, 953 (1985) (“Allegations of mismanagement or diversion of assets by officers or directors to their own enrichment without more, plead a wrong to the corporation only, for which a shareholder may sue derivatively but not individually.”). Accordingly, under New York law, because these claims are derivative, Vorotyntsev lacks standing to bring them directly. Id. at 21 (emphasis added). As it related to Mr. Vorotyntsev’s claim of civil conspiracy against Mr. Tatintsian, the Court held the following: Vorotyntsev’s conspiracy claim arises out of precisely the same conduct as his aiding and abetting claims—alleged breaches of fiduciary duty by Khmaladze and Zubchevich. Indeed, the allegations pertaining to the conspiracy claim provide that “[a]s described above in the First and Second Counterclaims”—the counterclaims for aiding and abetting breach of fiduciary duty— “Khmaladze and Zubchevich have breached their fiduciary duties to Counterclaim Plaintiff and Counterclaim Defendant has aided and abetted those breaches of fiduciary duty.” Vorotyntsev CC ¶ 79. Accordingly, Vorotyntsev’s conspiracy claim is dismissed. Id. at 22. B. Shoplink’s Claims Shoplink, proceeding through counsel, also asserted counterclaims against Mr. Tatintsian and claims against Mr. Zubchevich. Dkt. No. 55. It asserted nine causes of action against Mr. Zubchevich: (1) a claim of tortious interference with Shoplink’s contract with Mr. Khmaladze; (2) a claim of tortious interference with Shoplink’s prospective business relations with Mr. Khmaladze; (3) a claim of tortious interference with Shoplink’s prospective business relations with investors; (4) a breach of contract claim—or, in the alternative, a claim of breach of the duty of good faith and fair dealing; (5) aiding and abetting Mr.

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