Jobar Holding Corporation v. Halio

CourtDistrict Court, S.D. New York
DecidedSeptember 30, 2024
Docket1:23-cv-11217
StatusUnknown

This text of Jobar Holding Corporation v. Halio (Jobar Holding Corporation v. Halio) 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.

Bluebook
Jobar Holding Corporation v. Halio, (S.D.N.Y. 2024).

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOBAR HOLDING CORPORATION, et al., Plaintiffs, -against- 23-CV-11217 (JGLC) DAVID HALIO, OPINION AND ORDER Defendant.

JESSICA G. L. CLARKE, United States District Judge: Plaintiffs allege that Defendant received transfers of funds that should have gone, at least in part, to Plaintiffs. Although Plaintiffs dress up their allegations as violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), Plaintiffs do not state facts that meet the high bar that RICO requires. Even if Plaintiffs had done so, their RICO-related claims are time- barred. Accordingly, Defendant’s motion to dismiss Plaintiffs’ RICO claims is GRANTED and the case is REMANDED to state court. The Court further DENIES Defendant’s motion for sanctions. Although Plaintiffs’ RICO claims are meritless, the Court finds sanctions unwarranted here. BACKGROUND The following facts are, unless otherwise noted, taken from the Complaint and presumed to be true for the purposes of this motion. See LaFaro v. N.Y. Cardiothoracic Grp., PLLC, 570 F.3d 471, 475 (2d Cir. 2009).

Joan Buck and Barbara Halio, sisters, were co-executrices in the will of their mother, Kitty Buck. ECF No. 1-1 (“Complaint” or “Compl.) ¶ 8. Joan Buck passed away in 2005. Id. Plaintiff Robert Buck is the son of Joan Buck and the executor of her estate (the “Estate of Joan Buck”). Id. Defendant David Halio is the son of Barbara Halio. Id. Jobar Holding Corporation (“Jobar,” together with Robert Buck, individually; Robert Buck, as executor of the Estate of Joan Buck; and Robert Buck, individually and as executor of the Estate of Joan Buck, derivatively as shareholders on behalf of Jobar, “Plaintiffs”) is a domestic organization that has its offices at 257 Foxhurst Road in Oceanside, New York, the home of Barbara Halio and where David Halio’s

medical practice is located. Id. ¶ 16. Barbara Halio served as president of the inactive family- owned corporation Jobar, as well as the chief executive and operating officer. Id. ¶ 8. Jobar operated a bakery business in Manhattan until 1990. Id. ¶ 75. From 1990 through 2005, Jobar continued to own and operate the building where the bakery was located, at 120 West 72 Street in Manhattan (the “Building”). Id. On May 12, 2006, Jobar sold the Building for $22,000,000, with net proceeds of $20,500,106. Id. ¶¶ 9, 22. After paying the mortgage on the building, fees, bills, taxes, and Jobar shareholders, the remaining sum of $1,500,000 was set aside in a bank’s money market account, to earn interest and to be further distributed proportionately to the Jobar shareholders. Id. ¶ 9. This was to be done upon establishing that no further claims, disputes, or obligations existed as to the remaining $1,500,000 proceeds of the

sale of the building (the “Holdback Funds”). Id. After the sale, Jobar had no other operating business. Id. At the time of the sale, Robert Buck and the Estate of Joan Buck collectively had a 38% ownership interest in Jobar. Id. ¶ 23. David Buck was a 12.5% shareholder in Jobar. Id. ¶ 24. Barbara Halio distributed more than $1,000,000 of the Holdback Funds and derivatives therefrom as loans (the “Loans”). Id. ¶ 10. Although the transfers were titled as loans, there were no loan documents, no provisions or payments of interest, and no repayments by David or Barbara Halio of any of the principal or interest for any transfers made to them out of the Jobar account. Id. ¶ 2. Barbara Halio made payments totaling more than $500,000 to David Halio, two of her other children, two of her grandchildren, and her son-in-law. Id. ¶¶ 1, 10. Barbara Halio also used some of the Holdback Funds for personal expenditures, including David Halio’s medical malpractice insurance premium. Id. ¶ 28. These transactions were made without the knowledge of Robert Buck. Id. ¶ 10. Barbara Halio did not distribute any funds to Robert Buck

or the Estate of Joan Buck. Id. The Complaint alleges that Barbara Halio sent (1) a $20,000 check dated March 2, 2013, as a purported loan to David Halio; (2) a $10,000 check dated April 12, 2013, as a purported loan to David Halio; (3) a $43,996 wire transfer on April 15, 2013, to pay the overdue premium for David Halio’s professional malpractice insurance policy; (4) a $50,000 wire transfer on May 3, 2013, to David Halio’s bank account; (5) a wire transfer on November 22, 2013, to David Halio’s bank account; and (6) a $60,000 wire transfer on December 20, 2013, to David Halio’s personal account. Id. ¶ 3. Plaintiffs allege that David Halio was aware that Jobar was no longer conducting any active business after the sale of the Building and that the Loans far exceeded the amount that he

was entitled to receive. Id. ¶ 24. Plaintiffs further allege that David Halio has provided assistance to Barbara Halio by “receiving, keeping and making false statements as to the fraudulent conveyances he received through Barbara’s transfers to him of plaintiffs’ funds.” Id. ¶ 33. David Halio contends that he did not ask for the Loans. Id. ¶ 4. Barbara Halio promised that she would make payments to Robert Buck when her vacation home in Watermill, New York (the “Watermill Property”) was sold. Id. ¶ 12. Instead, she transferred funds derived from the sale of the Watermill Property to the benefit of her children, grandchildren, and son-in-law. Id. She wrote a $30,000 check to David Halio on April 25, 2020, with the proceeds from the sale of the Watermill Property. Id. According to the Complaint, David Halio also filed false and misleading tax documents with the Internal Revenue Service (“IRS”) and local tax authorities by virtue of failing to report as income the funds that he received from the Holdback Funds that exceeded his 12.5% ownership rights, as well as other payments sent to him by Barbara Halio, such as the payment of

his professional insurance policy premium. Id. ¶ 37. The Jobar annual tax returns from 2008 through 2017 also falsely reported the Loans. Id. ¶ 85(ii)(c). Plaintiffs allege that by failing to report the Loans and other payments on his income tax returns, David Halio facilitated and enabled Barbara Halio’s scheme to loot Jobar. Id. ¶ 40. The Complaint additionally alleges that Barbara and David Halio sent false K-1 Forms. Id. ¶ 81. K-1 forms are annual reports filed with the IRS and shareholders by entities such as Jobar and serve as reports as to the individual shareholder’s “Share of Current Year Income, Deductions, Credits, and Other Items.” Id. K-1 forms are sent to shareholders so that shareholders can use them to accurately prepare and report on their own taxable income and deductions to the IRS. Id. An accountant for Barbara Halio, David Halio, and Jobar stated that

the numbers attributed to the Estate of Joan Buck on the 2014 K-1 ($390,021) and the Robert Buck 2014 K-1 ($104,006) represented funds that Barbara Halio had misappropriated to herself from the Holdback Funds. Id. ¶¶ 84, 85(ii)(a)–(b). Plaintiffs allege that the K-1s that Jobar issued each year from 2008 through 2017 contained false statements or omissions. Id. ¶ 85(i). In 2016, Plaintiffs commenced a mandamus proceeding under common law and New York State Business Corporation Law § 624, to require Jobar and Barbara Halio to submit all books, records, papers, and contracts for inspection and examination. Id. ¶ 29; see also Buck v. Jobar Holding Corp., No. 605680/2016 (N.Y. Sup. Ct.). Robert Buck was only able to secure a portion of the bank and financial records of Jobar. Compl. ¶ 30. The bank and financial records revealed that Barbara Halio fraudulently transferred most of the Holdback Funds from Jobar to herself, her family members, or controlled persons. Id. ¶ 31. Plaintiffs are concurrently suing Barbara Halio in an action pending in New York County Supreme Court. Id.

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