Ramirez v Issa 2024 NY Slip Op 33488(U) September 30, 2024 Supreme Court, New York County Docket Number: Index No. 652676/2024 Judge: Joel M. Cohen 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: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M --~-----------------X CESAR RAMIREZ, ADRIANA RODRIGUEZ, INDEX NO. 652676/2024
Petitioners, 05/24/2024, MOTION DATE 07/08/2024 -v- MONEER ISSA, MANHATTAN FARE CORP., 431 FOOD MOTION SEQ. NO. 001 002 MARKET CORP. DECISION+ ORDER ON Respondents. MOTION ---X
HON. JOEL M. COHEN:
The following e-filed documents, listed by NYSCEF document number (Motion 001) 2, 6, 7, 8, 9, 11 were read on this motion for DISSOLUTION
The following e-filed documents, listed by NYSCEF document number (Motion 002) 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24,25, 26,27,28,29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40,41,42,43, 44 were read on this motion to STAY
In this action, Petitioners Cesar Ramirez ("Ramirez") and Adriana Rodriguez
(collectively, "Petitioners"), individually and as stockholders of Manhattan Fare Corp. (the
"Manhattan Fare"), move for judicial dissolution of the Manhattan Fare pursuant to the BCL
1104-a (Mot. Seq. 001 ).
Respondents Moneer Issa ("Issa"), Manhattan Fare, and 431 Food Market Corp.
(collectively, "Respondents") move pursuant to CPLR 2201 to stay this action in favor of the
first-filed pending action entitled Cesar Ramirez et al. v Moneer Issa et al., Index No.
521206/2023 (Sup Ct, Kings County) (the "Kings County Action") (Mot. Seq. 002). Petitioners
filed a cross-motion for an order, pursuant to BCL 1104(a) (1) and CPLR 6401, for the
appointment of a Temporary Receiver for Manhattan Fare pending dissolution.
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 1 of 5 Motion No. 001 002
1 of 5 [* 1] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
For the following reasons, Respondents' motion is granted, and Petition for dissolution is
stayed pending resolution of the King's County Action.
BACKGROUND
As relevant here, Petitioners are the joint 50 percent owners of Manhattan Fare, which in
tum is the owner and operator of a restaurant known as Chef's Table, located at 431 West 37th
Street, New York (NYSCEF 1 ["Petition"] ,r,r3-4). Respondent Moneer Issa holds the other 50
percent of Manhattan Fare (id if5). The Stockholders Agreement, dated January 1, 2022,
Moneer Issa is the President of Manhattan Fare and responsible for all financial and
administrative affairs (Petition ,rt 5). The Agreement designated Ramirez as the Executive Chef
at Chef's Table (id.). The Stockholders Agreement provided that all decisions on behalf of the
corporation required unanimous consent of both Issa and Ramirez (id. ,rt 6).
According to the Petition, on July 1, 2023, Issa terminated Ramirez's employment at
Chef's Table, alleging theft of company property and allegedly "threatened to kill him" (id ,rt 8).
Issa further claimed to have cancelled the Stockholders Agreement and Ramirez's stock
ownership (id. ,r,rt 9-20, 28). In addition, Issa filed a criminal complaint against Ramirez with
the New York City Police Department, leading to Ramirez's arrest (id if19). On July 1, 2023,
Issa also closed Chef's Table restaurant, and the restaurant re-opened in October 2023 (id. if23).
Following the July 1 incident, Petitioners allege that despite having re-opened the
restaurant of Chefs Table as of October 4, 2024, and receiving several distributions through June
20, 2023, which were from restaurant operations prior to and dating back from January 1, 2023
through June 30, 2023, Petitioners have not been provided any information or distributions about
the business of Manhattan Fare to the date of the commencement of the instant proceeding (id.
if24).
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MONEER ET AL Page 2 of 5 Motion No. 001 002
2 of 5 [* 2] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
DISCUSSION
CPLR 2201 provides that "[e]xcept where otherwise prescribed by law, the court in
which an action is pending may grant a stay of proceedings in a proper case, upon such terms as
may be just" (CPLR 2201). "Factors to consider include avoiding the risk of inconsistent
adjudications, application of proof and potential waste of judicial resources" (Britt v Intl. Bus
Services, Inc., 255 AD2d 143, 144 [1st Dept 1998]). Courts have exercised their discretion to
stay actions "pending resolution of the previously commenced related action" (Belopolsky v
Renew Data Corp., 41 AD3d 322 [1st Dept 2007]; see also Minton v Minton, 277 AD2d 103 [1st
Dept 2000] ["The stay was properly granted since the truth of the alleged defamatory statements
at issue herein is likely to be decided in the earlier commenced Surrogate's Court proceedings"];
Buzzell v Mills, 32 AD2d 897, 897 [1st Dept 1969] ["[A] subsequent action may be stayed
pending the trial of a prior action between the same parties where there are overlapping issues
and the determination of the prior action may dispose of or limit issues which are involved in the
subsequent action"]). A stay may be appropriate even where there is not a complete identity of
parties, but there are "overlapping issues and common questions of law and fact, and 'the
determination of the prior action may dispose of or limit issues which are involved in the
subsequent action"' (Belopolsky, 41 AD3d at 322-23 [internal citations omitted]).
Here, the parties in the Kings County Action are the same as the parties in this action.
Further, while the issues are not identical, they are overlapping. In the King's County Action,
petitioners seek damages for breach of the parties' Stockholders Agreement, related torts, and
equitable relief concerning control of the Company. Thus, in both this action and the prior
pending Kings County Action depend on whether Ramirez was stealing Company property in
breach of his fiduciary duties and contractual obligations of good faith and fair dealing,
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 3 of 5 Motion No. 001 002
3 of 5 [* 3] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
warranting suspension oflssa's contract performance and Ramirez' termination and exclusion
from the business.
Furthermore, the King's County Action has been actively litigated, with over 350 docket
entries and twenty motions filed. According to Respondents, some of the issues raised in this
action were already ruled on or are currently pending in the Kings County Action, including
Petitioners' claim for an injunction limiting Company payments to ordinary course business
expenses, Petitioners' demand for additional Company business records, and Petitioners' claim
for a receiver (see NYSCEF 26 [attaching all the orders entered in the King's County Action]).
Free access — add to your briefcase to read the full text and ask questions with AI
Ramirez v Issa 2024 NY Slip Op 33488(U) September 30, 2024 Supreme Court, New York County Docket Number: Index No. 652676/2024 Judge: Joel M. Cohen 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: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M --~-----------------X CESAR RAMIREZ, ADRIANA RODRIGUEZ, INDEX NO. 652676/2024
Petitioners, 05/24/2024, MOTION DATE 07/08/2024 -v- MONEER ISSA, MANHATTAN FARE CORP., 431 FOOD MOTION SEQ. NO. 001 002 MARKET CORP. DECISION+ ORDER ON Respondents. MOTION ---X
HON. JOEL M. COHEN:
The following e-filed documents, listed by NYSCEF document number (Motion 001) 2, 6, 7, 8, 9, 11 were read on this motion for DISSOLUTION
The following e-filed documents, listed by NYSCEF document number (Motion 002) 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24,25, 26,27,28,29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40,41,42,43, 44 were read on this motion to STAY
In this action, Petitioners Cesar Ramirez ("Ramirez") and Adriana Rodriguez
(collectively, "Petitioners"), individually and as stockholders of Manhattan Fare Corp. (the
"Manhattan Fare"), move for judicial dissolution of the Manhattan Fare pursuant to the BCL
1104-a (Mot. Seq. 001 ).
Respondents Moneer Issa ("Issa"), Manhattan Fare, and 431 Food Market Corp.
(collectively, "Respondents") move pursuant to CPLR 2201 to stay this action in favor of the
first-filed pending action entitled Cesar Ramirez et al. v Moneer Issa et al., Index No.
521206/2023 (Sup Ct, Kings County) (the "Kings County Action") (Mot. Seq. 002). Petitioners
filed a cross-motion for an order, pursuant to BCL 1104(a) (1) and CPLR 6401, for the
appointment of a Temporary Receiver for Manhattan Fare pending dissolution.
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 1 of 5 Motion No. 001 002
1 of 5 [* 1] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
For the following reasons, Respondents' motion is granted, and Petition for dissolution is
stayed pending resolution of the King's County Action.
BACKGROUND
As relevant here, Petitioners are the joint 50 percent owners of Manhattan Fare, which in
tum is the owner and operator of a restaurant known as Chef's Table, located at 431 West 37th
Street, New York (NYSCEF 1 ["Petition"] ,r,r3-4). Respondent Moneer Issa holds the other 50
percent of Manhattan Fare (id if5). The Stockholders Agreement, dated January 1, 2022,
Moneer Issa is the President of Manhattan Fare and responsible for all financial and
administrative affairs (Petition ,rt 5). The Agreement designated Ramirez as the Executive Chef
at Chef's Table (id.). The Stockholders Agreement provided that all decisions on behalf of the
corporation required unanimous consent of both Issa and Ramirez (id. ,rt 6).
According to the Petition, on July 1, 2023, Issa terminated Ramirez's employment at
Chef's Table, alleging theft of company property and allegedly "threatened to kill him" (id ,rt 8).
Issa further claimed to have cancelled the Stockholders Agreement and Ramirez's stock
ownership (id. ,r,rt 9-20, 28). In addition, Issa filed a criminal complaint against Ramirez with
the New York City Police Department, leading to Ramirez's arrest (id if19). On July 1, 2023,
Issa also closed Chef's Table restaurant, and the restaurant re-opened in October 2023 (id. if23).
Following the July 1 incident, Petitioners allege that despite having re-opened the
restaurant of Chefs Table as of October 4, 2024, and receiving several distributions through June
20, 2023, which were from restaurant operations prior to and dating back from January 1, 2023
through June 30, 2023, Petitioners have not been provided any information or distributions about
the business of Manhattan Fare to the date of the commencement of the instant proceeding (id.
if24).
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MONEER ET AL Page 2 of 5 Motion No. 001 002
2 of 5 [* 2] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
DISCUSSION
CPLR 2201 provides that "[e]xcept where otherwise prescribed by law, the court in
which an action is pending may grant a stay of proceedings in a proper case, upon such terms as
may be just" (CPLR 2201). "Factors to consider include avoiding the risk of inconsistent
adjudications, application of proof and potential waste of judicial resources" (Britt v Intl. Bus
Services, Inc., 255 AD2d 143, 144 [1st Dept 1998]). Courts have exercised their discretion to
stay actions "pending resolution of the previously commenced related action" (Belopolsky v
Renew Data Corp., 41 AD3d 322 [1st Dept 2007]; see also Minton v Minton, 277 AD2d 103 [1st
Dept 2000] ["The stay was properly granted since the truth of the alleged defamatory statements
at issue herein is likely to be decided in the earlier commenced Surrogate's Court proceedings"];
Buzzell v Mills, 32 AD2d 897, 897 [1st Dept 1969] ["[A] subsequent action may be stayed
pending the trial of a prior action between the same parties where there are overlapping issues
and the determination of the prior action may dispose of or limit issues which are involved in the
subsequent action"]). A stay may be appropriate even where there is not a complete identity of
parties, but there are "overlapping issues and common questions of law and fact, and 'the
determination of the prior action may dispose of or limit issues which are involved in the
subsequent action"' (Belopolsky, 41 AD3d at 322-23 [internal citations omitted]).
Here, the parties in the Kings County Action are the same as the parties in this action.
Further, while the issues are not identical, they are overlapping. In the King's County Action,
petitioners seek damages for breach of the parties' Stockholders Agreement, related torts, and
equitable relief concerning control of the Company. Thus, in both this action and the prior
pending Kings County Action depend on whether Ramirez was stealing Company property in
breach of his fiduciary duties and contractual obligations of good faith and fair dealing,
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 3 of 5 Motion No. 001 002
3 of 5 [* 3] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 10/01/2024
warranting suspension oflssa's contract performance and Ramirez' termination and exclusion
from the business.
Furthermore, the King's County Action has been actively litigated, with over 350 docket
entries and twenty motions filed. According to Respondents, some of the issues raised in this
action were already ruled on or are currently pending in the Kings County Action, including
Petitioners' claim for an injunction limiting Company payments to ordinary course business
expenses, Petitioners' demand for additional Company business records, and Petitioners' claim
for a receiver (see NYSCEF 26 [attaching all the orders entered in the King's County Action]).
Petitioners do dispute Respondents' showing that these two actions involve identical
parties and identical facts and legal issues. Rather, Petitioners claim this action is different
because the Kings County Action seeks relief against Issa individually, while this one seeks
relief against the Company in the form of dissolution (NYSCEF 37 at 4). But that does not
refute Respondent's argument that the underlying alleged basis for dissolution turns on the same
fact and legal issues raised in the Kings County Action.
The Court has considered Petitioners' remaining arguments and finds them unavailing.
Accordingly, Respondents' motion to stay this action pending the resolution of the
King's County Action is granted (Uptown Healthcare Mgt., Inc. v Rivkin Radler LLP, 116 AD3d
631 [1st Dept 2014] ["The duplication of effort, waste of judicial resources, and possibility of
inconsistent rulings in the absence of a stay outweigh any prejudice to plaintiff resulting from
the" stay]).
Petitioners' cross-motion for a receiver is denied. The record demonstrates that
Petitioners sought the same relief in the King's County Action, which was denied twice by
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 4 of 5 Motion No. 001 002
4 of 5 [* 4] [FILED: NEW YORK COUNTY CLERK 10/01/2024 12:58 P~ INDEX NO. 652676/2024 NYSCEF D·oc. NO. 46 RECEIVED NYSCEF: 10/01/2024
Justice Ruchelsman (see NYSCEF 26). Petitioners cannot use this forum to re-litigate the facts
and legal issues already litigated in the Kings County Action.
Accordingly, it is
ORDERED that Respondents' Motion for a Stay is GRANTED, and the Petition (Mot.
Seq. 001) is hereby stayed pending the resolution of the King's County Action or further order
of the Court; it is further
ORDERED that Petitioners' cross-motion is DENIED; it is further
ORDERED that counsel for Respondents shall serve a copy of this order with Notice of
Entry upon the Trial Support Office and the Clerk of the Court, to have to action marked as
"stayed"; it is further
ORDERED that such service upon the Clerk of the Court and the Clerk of the General
Clerk's Office shall be made in accordance with the procedures set forth in the Protocol on
Courthouse and County Clerk Procedures for Electronically Filed Cases (accessible at the "E-
Filing" page on the court's website); and it is further
ORDERED that counsel shall file a joint letter on NYSCEF regarding the status of the
King's County Action in six (6) months from the date of this Order.
9/30/2024 DATE JOEL ~C EN, J.S.C.
~ CHECK ONE: CASE DISPOSED NON-FINAL DISPOSITION
GRANTED □ DENIED GRANTED IN PART □ OTHER APPLICATION: SETTLE ORDER SUBMIT ORDER
CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT □ REFERENCE
652676/2024 RAMIREZ, CESAR ET AL vs. ISSA, MCNEER ET AL Page 5 of 5 Motion No. 001 002
5 of 5 [* 5]