Glasstech,Inc. v. Freund

CourtDistrict Court, S.D. New York
DecidedJuly 8, 2025
Docket1:23-cv-06004
StatusUnknown

This text of Glasstech,Inc. v. Freund (Glasstech,Inc. v. Freund) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Glasstech,Inc. v. Freund, (S.D.N.Y. 2025).

Opinion

USDC SDNY DOCUMENT UNITED STATES DISTRICT COURT ELECTRONICALLY FILED SOUTHERN DISTRICT OF NEW YORK DOC #: DATE FILED: 7/8/2025 GLASSTECH, INC., Plaintiff, MEMORANDUM AND ORDER -V- 23-CV-6004 (PGG) (HJR) MICHAEL FREUND, ET AL., Defendants.

HENRY J. RICARDO, United States Magistrate Judge. Before the Court is a Motion for Sanctions filed by plaintiff Glasstech, Inc. (“Glasstech”) against defendant Pincus Green (“Green”). ECF No. 117. For the reasons described below, Glasstech’s Motion is GRANTED IN PART and DENIED IN PART. I. BACKGROUND A. Factual Background This action concerns the ownership of certain shares of Glasstech stock (the “Shares’”). In 2013 and 2014, defendant Michael Freund (“Freund”) purchased the Shares from his father, who had been a member of Glasstech’s board of directors. ECF No. 1 (““Compl.”) 44 28-33. As a Glasstech shareholder, Freund agreed to the terms of the Glasstech Stockholders Agreement, which restricted further transfer of the Shares. See Compl. 4 25-27, 35. In June 2023, counsel for Green, who is Freund’s former father-in-law, sent a letter to Glasstech asserting that the Shares must be transferred to the trustee of an Israeli trust (the “Trust”). Ex. D to Compl. This letter claimed that the Israeli

Supreme Court had determined that Freund purchased the Shares with funds held by the Trust and that the Trust was the rightful owner of the Shares. Id. Glasstech then filed this action for a declaratory judgment that any transfer of the Shares

from Freund would violate the terms of the Glasstech Stockholder Agreement and would be null and void. See Compl. at 15 (prayer for relief). This suit initially named Freund and Green as defendants. The Court later allowed Yaacov Sheinenzon, the trustee of the Trust said to own the Shares, to intervene in this action. ECF No. 71. Green advised the Court that he intended move to dismiss the complaint for lack of personal jurisdiction. ECF No. 32. The complaint alleged that Green is

subject to personal jurisdiction under N.Y. C.P.L.R. § 302(a), which provides for the exercise of personal jurisdiction, inter alia, over a defendant who commits a tort within the state or who commits a tort outside the state causing injury within the state if certain other requirements are met. Because Glasstech did not allege that Green committed a tortious act within the state,1 Green argued that Glasstech must allege that Green “expressly aimed or intentionally caused an effect in this forum”

to satisfy the requirements of Section 302(a). ECF No. 32 at 2.2 In opposition to Green’s pre-motion letter, Glasstech argued that Green was subject to personal jurisdiction because he transacted business in New York, either

1 As Glasstech often mentions, Green fled the United States decades ago under indictment for tax fraud and violation of sanctions against Iran. See, e.g., ECF No. 35 at 1. 2 All citations to page numbers for documents filed on the electronic docket refer to those stamped at the top of each page. directly or through Freund as his agent, on the theory that (i) Freund purchased the Shares in New York using funds supplied by Green, (ii) Green transferred funds to New York for the express purpose of purchasing the Shares, and (iii) Green knew of

and approved of Freund’s purchase of the Shares in New York. ECF No. 35 at 3. On January 24, 2024, the Court directed the parties to “conduct jurisdictional discovery over the next forty-five days,” after which the parties were to advise the Court of the results of jurisdictional discovery and whether Green still wished to proceed with his motion to dismiss. ECF No. 37. The Court then referred the case to the Honorable James L. Cott for general pretrial supervision. ECF No. 39. That referral was reassigned to the undersigned on August 27, 2024.

Months after Judge Gardephe’s January 24 Order, the parties still had not completed jurisdictional discovery. Green appeared for a remote deposition on July 11, 2024. See ECF No. 117 (“Mot.”), at 10; ECF No. 122 (“Opp.”), at 9. During the deposition, Green testified that Freund purchased the Glasstech Shares with funds from an “unwritten” trust. Mot. at 10–11; Ex. 2 to Kaplan 12/4/2024 Decl., ECF No. 118-2. Although funds used to purchase the Shares were transferred to Freund in

New York from Green’s personal bank accounts, Green suggested through his testimony that someone other than Green could have authorized these transfers to Freund. Mot. at 10-11; Ex. 2 to Kaplan 12/4/2024 Decl. at 34–36. Ninety-four minutes into the deposition, Green became light-headed and Green’s counsel ended the deposition, citing health concerns. See Mot. at 10; Opp. at 9. On August 21, 2024, Green filed a pre-motion letter seeking a protective order to avoid any future deposition testimony. See Mot. at 10; Opp. at 10. In support of that application, Green also submitted ex parte a one-page letter from a Swiss physician dated August 16, 2024. See Mot. at 10; Opp. at 10.

On September 18, 2024, the Court held a conference regarding Green’s application for a protective order. See Mot. at 12; Opp. at 11. The Court declined to consider the one-page letter from Green’s physician because Green refused to share it with the other parties. ECF No. 92 (“Tr. of 9/18/2024 Conf.”) at 22–24. Additionally, the Court stated that, even if it were to consider the physician letter, it would have been insufficient to excuse Green from further deposition testimony. Tr. of 9/18/2024 Conf. at 24. More specifically, the Court noted that the physician

letter was unsworn, conclusory, and unsupported by any contemporaneous medical records demonstrating that there had been an examination, specific diagnosis, or treatment at any particular time. Id. at 25. Further, the letter provided no information about when Green first contracted his alleged condition, including whether that occurred before his deposition or during the multi-year Israeli litigation that Green apparently prosecuted with great success. Id. at 25–26. The

Court ruled that Green’s deposition must continue and ordered the parties to confer regarding the date(s) and time(s) and any necessary accommodations to address Green’s alleged health condition. See Mot. at 12; Opp. at 11. By so-ordered stipulation, the parties agreed that Green’s deposition would continue remotely on November 4, 5, and 6, with two hours of deposition beginning at 7:00 a.m. EST each day. Mot. at 8; ECF No. 89 (“Sept. 26 Stip.”). Green would testify from his home in Switzerland using a hard copy set of exhibits sent by Glasstech in advance. Mot. at 8; Sept. 26 Stip. Additionally, by Order dated October 18, 2025, Green was directed to obtain

and produce documents showing powers of attorney, authorized signatories, and fund transfers from his bank accounts at Kantonalbank and Reichmuth & Co. (“the Swiss Banks”), which are the personal bank accounts from which funds were transferred to Freund in New York. Mot. at 15; ECF No. 105 (“October 18 Order”). Glasstech sought these documents to cross-examine Green on his suggestion that someone other than Green authorized the fund transfers to Freund. By letters dated November 1, 2024, Green requested copies of his account statements and

documents to show who is authorized to sign on behalf of his accounts from the Swiss Banks. Mot. at 15; Ex. 3 to Kaplan 12/4/2024 Decl. On November 4, 2024 at 6:30 a.m. EST, Green’s counsel notified the other parties that Green would be unable to participate in the deposition scheduled to begin at 7:00 a.m. EST that morning. Mot. at 13; Ex. 5 to Kaplan 12/4/2024 Decl.; Opp. at 11. Green’s counsel later cancelled the deposition sessions scheduled on

November 5 and November 6 as well. Mot. at 13.

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