Preview
= INDEX NO. 653955/2023
NYSCEF DOC. NO. 3@ RECEIVED NYSCEF 10/29/2023
At the Part 4 of the
Supreme Court of the State of New
York, held in and for the County of
New Yorl at the Courthouse
located at’ ntre S , New
York, New York 101 Bon the 18
day of October, 2023.
Present: Hon. Quzanne A d ay S.C.
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
X
GKER LTD., on behalf of itself and derivatively on behalf of
CLARKSON BU LLC,
Plaintiff, Index No. 653955/2023
- against ~ abe 05°
SHOW CAUSE FOR
CLARKSON BU LLC, 75-77 CLARKSON AVENUE ORDER OF AN
INVESTORS, LLC, ERAN REISFELD, RAN ORON, ATTACHMENT AND
CLARKSON 1, LLC, HANNAN SALTZMAN, GILI PRELIMINARY
HABERBERG, BENJAMIN HABERBERG, BARUCH INJUNCTION
BEZNER, NIR MESTERMAN, RAN MESTERMAN,
OFFICE LINE LTD. and HEZI ASPIS,
EMERGENCY RELIEF
Defendants. REQUESTED
Xx
Mnsk\ Attidunet
UPON reading and filing of the accompanying Emergency Affirmation of Aaron
v
Twersky, Esq., dated September 20, 2023, the Affidavit of Kai Haupt, dated September 20, 2023,
the exhibits attached thereto, the Memorandum of Law in Support of the Motion for an
Attachment and Preliminary Injunction with Temporary Restraining Order, dated September 20,
J
2023, the Summons and Complaint, dated August 16, 2023, and the undertaking herein;
LET Defendants or their amomeys show cause before the Supreme Court of the State of
\ SAPOV623
New York, County of New York, at(ithe Cofnthonce located at 6@Centre Street, New York, New
Nevewn bey neov
York 10087, Part MM Room (
4% on Qasote: 27 , 2023 at __ aaeetpam., of as soon
thereafter as counsel can be heard, why an Order should not be entered.
1106f139
INDEX NO. 653955/2023
NYSCEF DOC. NO. 3@ RECEIVED NYSCEF 10/29/2023
(a) granting an order for attachment against Defendants with respect to the real property
located at 75-77 Clarkson Avenue, Brooklyn, New York 11226 (the “Property”),
pursuant to CPLR §§ 6201 and 6210;
(b) granting injunctive relief enjoining and restraining all the Defendants, including
without limitation, Clarkson BU LLC, and their agents and all those acting in concert
with Defendants or on Defendants’ behalf, from dissipating, paying, or transferring
any monies in their possession, or any monies that may come into their possession, in
connection with the sale of condominiums located at the Property;
(c) granting injunctive relief enjoining and restraining Clarkson BU LLC, the Property
owner, from releasing any monies, funds, loan repayments and/or any disbursements
to any of the Defendants, or anyone else on their behalf;
(d) granting injunctive relief against Clarkson BU LLC, and those managing it, including
everal Defendants, from using any monies or funds of Clarkson BU LLC, or those
monies attributable to the Property, for any other purpose other than for management
and expenses of the Property (e.g., taxes, utilities, and/or mortgage); and
(e) granting such other and further relief as the Court deems just and proper.
AND it bei te an some Defendants are foreign corporations and/or residents, not
qualified to do business in the State of New York, several causes of action for a money judgment
exist in favor of Plaintiff against said Defendants for the sum of $3,000,000.00, and that Plaintiff
is entitled to recover said sum over and above all counter-claims known to it, and that it is
probable that Plaintiff will succeed on the merits; and Plaintiff having submitted an undertaking,
itis
ORDERED that Plaintiff's undertaking be and the same hereby is fixed in the sum of
2206f139
T+
= INDEX NO. 653955/2023
NYSCEF DOC. NO. 3@ RECEIVED NYSCEF: 10/29/2023
>
$5. poe® (Five Thousand Dollars)
, conditioned that Plaintiff, if it is finally determined that it was not
entitled to a temporary restraining order, will pay to the Defendants, Clarkson BULLC, 7
5-77 Clarkson Jvenue
Tavestors, LUC, Erav
all oan and costs which may be sustained by reason thereof; and it is further ordered that eis Feld, Ran
Oron Gili Habecderg
cst @ENDING the hearing-end-determinatios of this motion Defendant Clarkson BU LLC,
ee the other Defendants, and those acting on their behalf, are hereby enjoined and restrained
from releasing any monies, funds, loan repayments and/or disbursements to any of the
et
Defe ts, or to anyone on their behalf; ant t¥ 1s futle. ORDERED Hult
BENDING the hearing and-determinatien of this motion Defendant Clarkson BU LLC,
and those managing it, are enjoined from using any monies or funds of Clarkson BU LLC for
ee
~ any other purpose other than for management and expenses of the Property (e.g., taxes, utilities,
and/or
geen and thts futhe
and Yee Undertalary herein withte ewceptan fhe
yo pSSgp
x service of a copy of this Order, together with the papers'upon which it is based, by
ont NYSCEF
Os e email on Richard G. Menaker, Esq., at rmenaker
@ offitkurman.com] counsel for all Defendants,
3 by OctoberA7, 2023, be deemed good and sufficient service; and it is further;
ORDERED that answering papers, if any, shall be filed on NYSCEF and emailed to
Novemby 7 @
Plaintiff GKER Ltd.’s attorneys by Geteber__, ‘on
by Oetober— 2023+-and it furthes.
ORDERED that Plaintiff shall move within ten days after levy, upon such notice as the
Court shall direct to the Defendant, the garnishees, if any, and the Sheriff for an order confirming
the Order of Attachment.
Ws
ENTER
Hon. IS.C.
HON. SUZANNE ADAMS
S.C.
3
3306139
INDEX NO. 653955/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF 10/28/2023
Lb
Atthe Part 34 of the
Supreme Court of the State of New
York, held in and forthe County of
New Yor! at the Courthouse
located at ‘entreSi New
York, New York 1 “on the =
pt
day of October, 2023.
Present: Hon Quranne Adami gc.
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
een *K
GKER LTD., on behalf of itself and derivatively on behalf of
CLARKSON BU LLC,
Plaintiff, Index No. 653955/2023
- against ~ ORDER TO
SHOW CAUSE FOR
CLARKSON BU LLC, 75-77 CLARKSON AVENUE ORDER OF AN
INVESTORS, LLC, ERAN REISFELD, RAN ORON, ATTACHMENT AND
CLARKSON 1, LLC, HANNAN SALTZMAN, GILI PRELIMINARY
HABERBERG, BENJAMIN HABERBERG, BARUCH IN, (ON
BEZNER, NIR MESTERMAN, RAN MESTERMAN,
OFFICE LINE LTD. and HEZI ASPIS,
EMERGENCY RELIEF
Defendants. REQUESTED
- “XK
Ast) Atridned
J
UPON reading and filing of the accompanying Emergency Affirmation of Aaron
J
Twersky, Esq., dated September 20, 2023, the Affidavit of Kai Haupt, dated September 20, 2023,
the exhibits attached thereto, the Memorandum of Law in Support of the Motion for an
Attachment and Preliminary Injunction with Temporary Restraining Order, dated September 20,
2023, the Summons and Complaint, dated August 16, 2023, and the undertaking herein;
LET Defendants or their attorneys show cause before the Supreme Court of the State of
A TN Pe W 7 AP (693
New York, County of New York, at the Courthouse located at 6@Centre Street; New York, New
Nsvewn be7
York 108%, Part. D4, Room Li > 4 on Qanctrs: 27, 2023 at ee, or as soon
thereafter as counsel can be heard, why an Order should not be entered:
41067136
INDEX NO. 653955/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF 10/28/2023
(a) granting an order for attachment against Defendants with respect to the real property
located at 75-77 Clarkson Avenue, Brooklyn, New York 11226 (the “Property”),
pursuant to CPLR §§ 6201 and 6210;
(b) granting injunctive relief enjoining and restraining all the Defendants, including
without limitation, Clarkson BU LLC, and their agents and all those acting in concert
with Defendants or on Defendants’ behalf, from dissipating, paying, or transferring
any monies in their possession, or any monies that may come into their possession, in
connection with the sale of condominiums located at the Property;
(c) granting injunctive relief enjoining and restraining Clarkson BU LLC, the Property
owner, from releasing any monies, funds, loan repayments and/or any disbursements
to any of the Defendants, or anyone else on their behalf;
(d) granting injunctive relief against Clarkson BU LLC, and those managing it, including
several Defendants, from using any monies or funds of Clarkson BU LLC, or those
monies attributable to the Property, for any other purpose other than for management
and expenses of the Property (¢.g., taxes, utilities, and/or mortgage); and
(e) granting such other and further relief as the Court deems just and proper.
lng 4
AND it istg- that some Defendants are foreign corporations and/or residents, not
qualified to do business in the State of New York, several causes of action for a money judgment
exist in favor of Plaintiff against said Defendants for the sum of $3,000,000.00, and that Plaintiff
is entitled to recover said sum over and above all counter-claims known to it, and that it is
probable that Plaintiff will succeed on the merits; and Plaintiff having submitted an undertaking,
itis
ORDERED that Plaintiff’s undertaking be and the same hereby is fixed in the sum of
42067136
: INDEX NO. 653955/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/28/2023
Thousand Dojlars)
$5,000" (Fie , conditioned that Plaintiff, if it is finally determined that it was not
“77
Clarkson Avene
entitled to a temporary restraining order, will pay to the Defendants, Clackson 8U Le ¢, 75
Lnvesho/s, UC, Eran
ty
all damages and costs which may be sustained by reason thereof; and it is further ordered that Res feld, Ran
Dton Gili Habecderg
9! pSenomne the hearing-and-determinatios of this motion Defendant Clarkson BU LLC,
ep >
and the other Defendants, and those acting on their behalf, are hereby enjoined and restrained
@ from releasing any monies, funds, loan repayments and/or disbursements to any of the
ow Defepgants, or to anyone on their behalf; al 1 1s Luter ORDERED Hut
i
pi PENDING the hearing and-determinatien of this motion Defendant Clarkson BU LLC,
~*~
ge and those managing it, are enjoined from using any monies or funds of Clarkson BU LLC for
any other purpose other than for management and expenses of the Property (e.g., taxes, utilities,
and/or mortgage); smd tt 13 furthee
and Hoe ndlatalany Wherein with fhe enceptnn
of Phe Summohs
sf BkpERED
HF service of a copy of this Order, together with the papers upon which it is based, by
DP? < s So: ont NYSCE FE
email on Richard G. Menaker, Esq., at rmenaker@ offitkurman.com{ counsel for all Defendants,
3
oe by OctoberA*, 2023, be deemed good and sufficient service; and it is further;
ORDERED that answering papers, if any, shall be filed on NYSCEF and emailed to
Novemby 7 @
Plaintiff GKER Ltd.’s attorneys by Oetober — 2023 1 Til on
by
2023-and
October —; it furthes
ORDERED that Plaintiff shall move within ten days after levy, upon such notice as the
Court shall direct to the Defendant, the garnishees, if any, and the Sheriff for an order confirming
the Order of Attachment.
w
ENTER:
Hon. IS.C.
HON. SUZANNE ADAMS
S.C.
3
B306f136
(FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee!
GKER LTD., on behalf of itself and derivatively on behalf of
CLARKSON BU LLC,
Plaintiff, Index No.
- against -
CLARKSON BU LLC, 75-77 CLARKSON AVENUE SUMMONS
INVESTORS, LLC, ERAN REISFELD, RAN ORON,
CLARKSON 1, LLC, HANNAN SALTZMAN, GILI Plaintiff designates
HABERBERG, BENJAMIN HABERBERG, BARUCH New Y ork County
BEZNER, NIR MESTERMAN, RAN MESTERMAN, as the place of trial
OFFICE LINE LTD. and HEZI ASPIS,
Defendants.
eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee!
To: Clarkson BU LLC
75-77 Clarkson Avenue Investors, LLC
Eran Reisfeld
Ran Oron
Clarkson 1, LLC
Hannan Saltzman
Gili Haberberg
Benjamin Haberberg
Baruch Bezner
Nir Masterman
Ran Mesterman
Office Line Ltd.
Hezy Aspis
YOU ARE HEREBY SUMMONED to appear in this action by serving a notice of
appearance on the Plaintiffs attorney within twenty (20) days after the service of this Summons,
exclusive of the day of service (or within thirty (30) days after the service is complete if this
Summons is not personally delivered to you within the State of New Y ork). In case of your
failure to answer, judgment will be taken against you by default for the relief demanded in the
Complaint.
1
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NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023
Plaintiff designates New Y ork County as the place of trial. The basis for the venue is
because Defendants’ residence is located in New York County.
Dated: New Y ork, New Y ork
August 16, 2023
TWERSKY PLLC
By: ile
een osm 43----
Aaron Twersky, Esq.
Ilana Neufeld, Esq.
747 Third Avenue, 32nd Floor
New Y ork, New Y ork 10017
Tel: (212) 425-0149
atwersky@ twerskylaw.com
ineufeld@ twerskylaw.com
Attorneys for Plaintiff
GKER Lid.
To:
Clerk of the Court (via NY SCEF)
Clarkson BU LLC
150 West 28th Street, Suite 1702
New Y ork, New Y ork 10001
Defendant
75-77 Clarkson Avenue Investors, LLC
VCorp. Services, LLC
1013 Centre Road Suite 403-B
Wilmington, New Castle, Delaware 19805
Eran Reisfeld
555 West 59th Street, A partment 33B
New Y ork, New Y ork 10019
Defendant
Ran Oron
555 West 59th Street, Apt. 19A
New Y ork, New Y ork 10019
Defendant
2
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NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023
Clarkson 1, LLC
PO Box 7079
New Y ork, New Y ork 10150
Defendant
Hannan Saltzman
22 Ben Saruk Street
Tel Aviv, Israel 62969
Defendant
Gili Haberberg
45 Sutton Place South
New Y ork, New Y ork 10022
Defendant
Benjamin Haberberg
45 Sutton Place South
New Y ork, New Y ork 10022
Defendant
Baruch Bezner
150 West 28th Street, Suite 1702
New Y ork, New Y ork 10001
Defendant
Nir Masterman
18 Shlomzion Hamalka Street
Tel Aviv, Israel 6226716
Defendant
Ran Mesterman
18 Shlomzion Hamalka Street
Tel Aviv, Israel 6226716
Defendant
Office Line Ltd.
24 Alexandria Street
Ramat Gan, Israel 5222566
Defendant
Hezy Aspis
24 Alexandria Street
Ramat Gan, Israel 5222566
Defendant
3
6306f136
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NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee!
GKER LTD., on behalf of itself and derivatively on behalf of
CLARKSON BU LLC,
Plaintiff, Index No.
- against -
CLARKSON BU LLC, 75-77 CLARKSON AVENUE
INVESTORS, LLC, ERAN REISFELD, RAN ORON, COMPLAINT
CLARKSON 1, LLC, HANNAN SALTZMAN, GILI
HABERBERG, BENJAMIN HABERBERG, BARUCH
BEZNER, NIR MESTERMAN, RAN MESTERMAN,
OFFICE LINE LTD. and HEZI ASPIS,
Defendants.
eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee!
Plaintiff GKER Ltd., on behalf of itself and derivatively on behalf of CLARKSON BU
LLC (“GKER” or “Plaintiff’), by and through its attorneys, Twersky PLLC, hereby files this
Complaint, and in support thereof, upon information and belief avers as follows:
INTRODUCTION
1 GKER brings this action for claims of, inter alia, breach of contract, breach of
fiduciary duty, fraud, conversion, unjust enrichment, aiding and abetting fraud, civil conspiracy
and accounting, all relating to GKER’s real estate investment into an entity known as 75-77
Clarkson Avenue Investors, LLC (“75-77 Clarkson”), a defendant in this matter.
2 GKER invested $1,842,514.00 into 75-77 Clarkson for which it received 31.726%
of the membership interest in 75-77 Clarkson.
3 Defendant Clarkson BU LLC (“Clarkson BU”) is the entity which owns 75-77
Clarkson.
TA off 17
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NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023
4 The money GKER invested into 75-77 Clarkson was supposed to be used for the
building and development of a building of condominiums in Brooklyn, New Y ork.
5. However, GKER’s entire investment was misappropriated and used improperly
by the defendants, rather than being appropriately invested.
6 Defendants Clarkson 1, LLC, Hannan Saltzman, Gili Haberberg, Benjamin
Haberberg, Baruch Bezner, Nir Mesterman and Ran Masterman! (together, the “Clarkson
Member Defendants”), are members of Clarkson BU.
7 The Clarkson Member Defendants, along with Defendants Office Line Ltd.
(“Office Line”) and Hezy Aspis (“Aspis”), enacted a civil conspiracy against GKER, by
misappropriating GKER’s investments and utilizing fraudulent loans relating to GKER’s
investment into 75-77 Clarkson.
8 The Clarkson Member Defendants, along with Defendants Office Line and Hezy
Aspis, aided and abetted fraud through this scheme and therefore were unjustly enriched, at the
expense of GKER.
9 Clarkson BU also engaged in further fraud, by entering into a fraudulent loan
repayment scheme involving Defendants Clarkson 1, Baruch Bezner, Ran Oron and Nir/Ran
Mesterman. Through a series of entries in the general ledgers of Clarkson BU, Defendants
Clarkson 1, Baruch Bezner, Ran Oron and Nir/Ran Mesterman entered “loans” from Clarkson
BU to themselves despite no loans being made.
10. Clarkson BU then paid these Defendants hundreds of thousands of dollars.
11. This was to the detriment of GKER and its members, because these Defendants
did not actually loan the money to Clarkson BU that Clarkson BU was paying back.
1 The books and records of Clarkson BU refer to both a Nir Mesterman and a Ran Mesterman when
referencing the same transactions. Therefore, upon information and belief, they may be the same person.
2B of We
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12. All of the Defendants have perpetuated a fraudulent scheme against GKER, by
misusing GKER’s funds and misleading GKER for years.
13. Additionally, all Defendants have breached their fiduciary duties by self-dealing
and depleting the funds of Clarkson BU. Accordingly, GKER was forced to bring this action.
PARTIES
14. Plaintiff GKER Ltd. is a Maltese limited liability company with its principal place
of business in Valletta, Malta.
15. Defendant Clarkson BU LLC is a New Y ork limited liability company with its
principal place of business in New Y ork County, New Y ork.
16. Defendant 75-77 Clarkson Avenue Investors, LLC is a Delaware limited liability
company.
17. Defendant Eran Reisfeld is a natural person and resides in New Y ork County,
New Y ork.
18. Defendant Ran Oron is a natural person and resides in New Y ork County, New
Y ork.
19. Defendant Clarkson 1, LLC is a New Y ork limited liability company with its
principal place of business in New Y ork County, New Y ork.
20. Defendant Hannan Saltzman is a natural person and resides in Tel A viv, Israel.
21. Defendant Gili Haberberg is a natural person and resides in New Y ork County,
New Y ork.
22. Defendant Benjamin Haberhberg is a natural person and resides in New Y ork
County, New Y ork.
23. Defendant Baruch Bezner is a natural person and resides in New Y ork County,
B of 17
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NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023
New Y ork.
24. Defendant Nir Mesterman is a natural person and resides in Tel A viv, Israel.
25. Defendant Ran Mesterman is a natural person and resides in Tel Aviv, Israel.
26 Defendant Office Line Ltd. is an Israeli limited liability company with its
principal place of business in Ramat Gan, Israel.
27. Defendant Hezy Aspis is a natural person and resides in New Y ork County, New
Y ork and/or Tel Aviv, Israel.
JURISDICTION AND VENUE
28. Multiple Defendants are residents of New Y ork County of New Y ork and
therefore jurisdiction and venue are properly located in this Court.
29. Jurisdiction is proper under New Y ork Civil Practice Law and Rules (“CPLR”) §
301 and venue is proper pursuantto CPLR § 503.
BACKGROUND & FACTS
A. GKER’s Investment
30. On or about May 5, 2016, Shraga Holdings Ltd. (“Shraga Holdings”) entered into
the 75-77 Clarkson Avenue Investors LLC Limited Liability Company Agreement (the
“Agreement”).
31. Pursuant to the Agreement, Shraga Holdings provided capital contributions in the
amount of $1,842,514.00 and received 31.726% of the membership units in 75-77 Clarkson.
32. On or about April 9, 2017, Shraga Holdings and GKER entered into an
Assignment & Assumption Agreement, which assigned and transferred Shraga Holdings’ rights,
title and membership units under the Agreement to GKER. The Assignment & Assumption
Agreement was also agreed to and signed by Reisfeld, as manager of 75-77 Clarkson.
4
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33. Thereafter, GKER became the holder of 31.726% of the membership units in 75-
77 Clarkson.
34. 75-77 Clarkson is a holding entity, and its purpose was to invest in Defendant
Clarkson BU, which holds title to the property located at 75-77 Clarkson Avenue, Brooklyn,
New York 11226 (the “Property”).
35. Clarkson BU’s purpose was to purchase the Property and then develop and sell
condominiums built on the Property.
36. Since GKER’s initial investment, it has been kept in the dark on most of the
dealings of Clarkson BU and upon information and belief, numerous fraudulent schemes and
improper disbursements of its returns have occurred.
37. Clarkson BU sold numerous condominiums at the Property yet, no disbursements
have been made to GKER and Clarkson BU continues to sell condominiums.
38. However, the Clarkson Member Defendants and others have received millions of
dollars from Clarkson BU, to the detriment of other members of Clarkson BU, and some of
which should have been distributed to other investors in Clarkson BU. Clarkson BU and the
Clarkson Member Defendants have no justification for their acts.
39. Defendants Clarkson BU, Reisfeld, Ran Oron (“Oron”) , Gili Haberberg
(“Haberberg”), Office Line and A spis agreed in concert with the Clarkson Member Defendants
to cut out GKER from its investment, and to steal Clarkson BU’s money via payments
wrongfully labeled as so-called repayments of loans.
40. This scheme was largely orchestrated by Defendants Reisfeld, Oron, Haberberg,
Baruch Bezner, Nir/Ran Mesterman, Office Line and Aspis, but was implemented and agreed to
by all of the Clarkson Member Defendants.
5
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41. Meanwhile, GKER with a 31.726% membership interest and an investment of
$1,842,514.00, has never received any disbursement or any return from its investment.
42. Defendants Clarkson BU, Reisfeld, Oron, Haberberg and Aspis claim that there is
no money for disbursements and yet the Clarkson Member Defendants have stolen and been
given money through various fraudulent schemes.
B. Fraudulent Loans And Improper Distributions
43. Clarkson BU entered into various fraudulent and fictitious loans, in order to
distribute proceeds to multiple defendants, and cut GKER further out of its investment.
44. Clarkson BU’s General Ledgers demonstrate that other Clarkson Member
Defendants, such as Nir Mesterman, benefited from fraudulent loans being attributed to them.
45. For example, on December 31, 2020, $1,550,000 was credited to Nir Mesterman
in 75-77 Clarkson’s 2020 General Ledger, through a transaction entitled “Journal Entry sma.”
46. This resulted in Clarkson BU “owing” Nir Mesterman this amount of money, yet,
Nir Mesterman did not actually loan this money to Clarkson BU.
47. The “Journal Entry sma” is merely a fictitious transaction created in order to
benefit Nir Mesterman and others, at the expense of GKER.
48. Similarly, on December 31, 2020, $2,600,000.00 was credited to Clarkson 1
through a transaction with the same “Journal Entry sma” title used for Nir Mesterman’s
fraudulent loan.
49. This resulted in Clarkson BU “owing” Clarkson 1 this money, however again, the
money was not actually loaned from Clarkson 1 to Clarkson BU.
50. It is evident that these “loans” were fictitious and were only created to steal
money from GKER and Clarkson BU.
6
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51. Clarkson BU’s 2019 tax returns do not show any money owed to Defendants Nir
Mesterman, Clarkson 1, or Ran Oron.
52. However, on Clarkson BU’s 2020 tax returns, specifically on the first day of
2020, show Clarkson BU owing these defendants significant sums of money.
53. These amounts are shown as being owed at the beginning of 2020 and are not
reflected on Clarkson BU’s balance sheet, clearly proving these were fictitious transactions.
54. Accordingly, these “loans” to Nir Mesterman, Clarkson 1 and Ron Oron were
fraudulent and fake, as the tax returns are contradicted by the balance sheet.
55. Starting in 2022, Clarkson BU started to “pay back” these fictitious loans, by
paying $915,000.00 to Clarkson 1 and $951,800.00 to Mesterman.
56. In 2023, through May, Clarkson 1 was paid an additional $732,000.00 and
Mesterman was paid $761,440.00.
57. In this time, no distributions were made to the partners in Clarkson BU, including
GKER.
58. It is clear the General Ledgers and bank statements of Clarkson BU demonstrate
egregious mismanagement and fraud, all to the detriment of GKER.
C. Office Line Ltd. And Hezy Aspis
59. Over the years, GKER made many inquiries into its investment and including
when it could expect its returns, but the managers of Clarkson BU, including Defendants
Reisfeld, Oron and Haberberg, as well as A spis, were unresponsive to GKER’s inquiries.
60. This, coupled with the fact that it was not receiving disbursements from Clarkson
BU, made GKER question the strength of its investment.
61. Upon information and belief, Clarkson BU and its managers, Reisfeld, Oron and
7
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Haberberg, have also made wrongful disbursements to Office Line and Aspis, who are also
involved in the fraudulent schemes against GKER.
D. Unlawful Dissolution Of 75-77 Clarkson
62. Then, on or about July 20, 2020, without any notice to GKER — a major
shareholder in the entity — and in breach of the Agreement, 75-77 Clarkson was dissolved.
63. Subsequently, GKER’s membership interest in 75-77 Clarkson was deemed to be
a membership interest in Clarkson BU LLC, which is evidenced by the fact that GRER was
issued K-1’s from Clarkson BU LCC in 2020 and 2021.
E. The First Lawsuit
64. On or about April 29, 2022, GKER filed a lawsuit against New Brookland LLC
(the managing entity for Clarkson BU), Eran Reisfeld and other members/managers of Clarkson
BU, including Ran Oron and Gili Haberberg, titled GKER Ltd. v. New Brookland LLC et al.,
Index No. 652012/2022, in the Supreme Court of New York County.
65. GKER was forced to file that lawsuit in order to inspect the books and records of
75-77 Clarkson and Clarkson BU, since Reisfeld and the other members of Clarkson BU refused
to provide GKER with access to the books and records.
66. After obtaining and reviewing these documents, it became clear to GKER that the
Defendants have participated in multiple fraudulent schemes against it, including improperly
disbursing monies to the Clarkson Member Defendants disguised as fraudulent loan repayments.
67. While GKER made the substantial investment of $1,842,514.00 into 75-77
Clarkson, which was supposed to fund Clarkson BU and the development of the Property, upon
information and belief, this money was never invested in 75-77 Clarkson or Clarkson BU, but
rather was pocketed by Reisfeld and the other Defendants, for their own unjust enrichment.
8
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68. The documents provided to GKER also show numerous fraudulent loans and
transfers made to and from Clarkson BU, but Defendants Eran Reisfeld, Ran Oron, Gili
Preview
= INDEX NO. 653955/2023 NYSCEF DOC. NO. 3@ RECEIVED NYSCEF 10/29/2023 At the Part 4 of the Supreme Court of the State of New York, held in and for the County of New Yorl at the Courthouse located at’ ntre S , New York, New York 101 Bon the 18 day of October, 2023. Present: Hon. Quzanne A d ay S.C. SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X GKER LTD., on behalf of itself and derivatively on behalf of CLARKSON BU LLC, Plaintiff, Index No. 653955/2023 - against ~ abe 05° SHOW CAUSE FOR CLARKSON BU LLC, 75-77 CLARKSON AVENUE ORDER OF AN INVESTORS, LLC, ERAN REISFELD, RAN ORON, ATTACHMENT AND CLARKSON 1, LLC, HANNAN SALTZMAN, GILI PRELIMINARY HABERBERG, BENJAMIN HABERBERG, BARUCH INJUNCTION BEZNER, NIR MESTERMAN, RAN MESTERMAN, OFFICE LINE LTD. and HEZI ASPIS, EMERGENCY RELIEF Defendants. REQUESTED Xx Mnsk\ Attidunet UPON reading and filing of the accompanying Emergency Affirmation of Aaron v Twersky, Esq., dated September 20, 2023, the Affidavit of Kai Haupt, dated September 20, 2023, the exhibits attached thereto, the Memorandum of Law in Support of the Motion for an Attachment and Preliminary Injunction with Temporary Restraining Order, dated September 20, J 2023, the Summons and Complaint, dated August 16, 2023, and the undertaking herein; LET Defendants or their amomeys show cause before the Supreme Court of the State of \ SAPOV623 New York, County of New York, at(ithe Cofnthonce located at 6@Centre Street, New York, New Nevewn bey neov York 10087, Part MM Room ( 4% on Qasote: 27 , 2023 at __ aaeetpam., of as soon thereafter as counsel can be heard, why an Order should not be entered. 1106f139 INDEX NO. 653955/2023 NYSCEF DOC. NO. 3@ RECEIVED NYSCEF 10/29/2023 (a) granting an order for attachment against Defendants with respect to the real property located at 75-77 Clarkson Avenue, Brooklyn, New York 11226 (the “Property”), pursuant to CPLR §§ 6201 and 6210; (b) granting injunctive relief enjoining and restraining all the Defendants, including without limitation, Clarkson BU LLC, and their agents and all those acting in concert with Defendants or on Defendants’ behalf, from dissipating, paying, or transferring any monies in their possession, or any monies that may come into their possession, in connection with the sale of condominiums located at the Property; (c) granting injunctive relief enjoining and restraining Clarkson BU LLC, the Property owner, from releasing any monies, funds, loan repayments and/or any disbursements to any of the Defendants, or anyone else on their behalf; (d) granting injunctive relief against Clarkson BU LLC, and those managing it, including everal Defendants, from using any monies or funds of Clarkson BU LLC, or those monies attributable to the Property, for any other purpose other than for management and expenses of the Property (e.g., taxes, utilities, and/or mortgage); and (e) granting such other and further relief as the Court deems just and proper. AND it bei te an some Defendants are foreign corporations and/or residents, not qualified to do business in the State of New York, several causes of action for a money judgment exist in favor of Plaintiff against said Defendants for the sum of $3,000,000.00, and that Plaintiff is entitled to recover said sum over and above all counter-claims known to it, and that it is probable that Plaintiff will succeed on the merits; and Plaintiff having submitted an undertaking, itis ORDERED that Plaintiff's undertaking be and the same hereby is fixed in the sum of 2206f139 T+ = INDEX NO. 653955/2023 NYSCEF DOC. NO. 3@ RECEIVED NYSCEF: 10/29/2023 > $5. poe® (Five Thousand Dollars) , conditioned that Plaintiff, if it is finally determined that it was not entitled to a temporary restraining order, will pay to the Defendants, Clarkson BULLC, 7 5-77 Clarkson Jvenue Tavestors, LUC, Erav all oan and costs which may be sustained by reason thereof; and it is further ordered that eis Feld, Ran Oron Gili Habecderg cst @ENDING the hearing-end-determinatios of this motion Defendant Clarkson BU LLC, ee the other Defendants, and those acting on their behalf, are hereby enjoined and restrained from releasing any monies, funds, loan repayments and/or disbursements to any of the et Defe ts, or to anyone on their behalf; ant t¥ 1s futle. ORDERED Hult BENDING the hearing and-determinatien of this motion Defendant Clarkson BU LLC, and those managing it, are enjoined from using any monies or funds of Clarkson BU LLC for ee ~ any other purpose other than for management and expenses of the Property (e.g., taxes, utilities, and/or geen and thts futhe and Yee Undertalary herein withte ewceptan fhe yo pSSgp x service of a copy of this Order, together with the papers'upon which it is based, by ont NYSCEF Os e email on Richard G. Menaker, Esq., at rmenaker @ offitkurman.com] counsel for all Defendants, 3 by OctoberA7, 2023, be deemed good and sufficient service; and it is further; ORDERED that answering papers, if any, shall be filed on NYSCEF and emailed to Novemby 7 @ Plaintiff GKER Ltd.’s attorneys by Geteber__, ‘on by Oetober— 2023+-and it furthes. ORDERED that Plaintiff shall move within ten days after levy, upon such notice as the Court shall direct to the Defendant, the garnishees, if any, and the Sheriff for an order confirming the Order of Attachment. Ws ENTER Hon. IS.C. HON. SUZANNE ADAMS S.C. 3 3306139 INDEX NO. 653955/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF 10/28/2023 Lb Atthe Part 34 of the Supreme Court of the State of New York, held in and forthe County of New Yor! at the Courthouse located at ‘entreSi New York, New York 1 “on the = pt day of October, 2023. Present: Hon Quranne Adami gc. SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK een *K GKER LTD., on behalf of itself and derivatively on behalf of CLARKSON BU LLC, Plaintiff, Index No. 653955/2023 - against ~ ORDER TO SHOW CAUSE FOR CLARKSON BU LLC, 75-77 CLARKSON AVENUE ORDER OF AN INVESTORS, LLC, ERAN REISFELD, RAN ORON, ATTACHMENT AND CLARKSON 1, LLC, HANNAN SALTZMAN, GILI PRELIMINARY HABERBERG, BENJAMIN HABERBERG, BARUCH IN, (ON BEZNER, NIR MESTERMAN, RAN MESTERMAN, OFFICE LINE LTD. and HEZI ASPIS, EMERGENCY RELIEF Defendants. REQUESTED - “XK Ast) Atridned J UPON reading and filing of the accompanying Emergency Affirmation of Aaron J Twersky, Esq., dated September 20, 2023, the Affidavit of Kai Haupt, dated September 20, 2023, the exhibits attached thereto, the Memorandum of Law in Support of the Motion for an Attachment and Preliminary Injunction with Temporary Restraining Order, dated September 20, 2023, the Summons and Complaint, dated August 16, 2023, and the undertaking herein; LET Defendants or their attorneys show cause before the Supreme Court of the State of A TN Pe W 7 AP (693 New York, County of New York, at the Courthouse located at 6@Centre Street; New York, New Nsvewn be7 York 108%, Part. D4, Room Li > 4 on Qanctrs: 27, 2023 at ee, or as soon thereafter as counsel can be heard, why an Order should not be entered: 41067136 INDEX NO. 653955/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF 10/28/2023 (a) granting an order for attachment against Defendants with respect to the real property located at 75-77 Clarkson Avenue, Brooklyn, New York 11226 (the “Property”), pursuant to CPLR §§ 6201 and 6210; (b) granting injunctive relief enjoining and restraining all the Defendants, including without limitation, Clarkson BU LLC, and their agents and all those acting in concert with Defendants or on Defendants’ behalf, from dissipating, paying, or transferring any monies in their possession, or any monies that may come into their possession, in connection with the sale of condominiums located at the Property; (c) granting injunctive relief enjoining and restraining Clarkson BU LLC, the Property owner, from releasing any monies, funds, loan repayments and/or any disbursements to any of the Defendants, or anyone else on their behalf; (d) granting injunctive relief against Clarkson BU LLC, and those managing it, including several Defendants, from using any monies or funds of Clarkson BU LLC, or those monies attributable to the Property, for any other purpose other than for management and expenses of the Property (¢.g., taxes, utilities, and/or mortgage); and (e) granting such other and further relief as the Court deems just and proper. lng 4 AND it istg- that some Defendants are foreign corporations and/or residents, not qualified to do business in the State of New York, several causes of action for a money judgment exist in favor of Plaintiff against said Defendants for the sum of $3,000,000.00, and that Plaintiff is entitled to recover said sum over and above all counter-claims known to it, and that it is probable that Plaintiff will succeed on the merits; and Plaintiff having submitted an undertaking, itis ORDERED that Plaintiff’s undertaking be and the same hereby is fixed in the sum of 42067136 : INDEX NO. 653955/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/28/2023 Thousand Dojlars) $5,000" (Fie , conditioned that Plaintiff, if it is finally determined that it was not “77 Clarkson Avene entitled to a temporary restraining order, will pay to the Defendants, Clackson 8U Le ¢, 75 Lnvesho/s, UC, Eran ty all damages and costs which may be sustained by reason thereof; and it is further ordered that Res feld, Ran Dton Gili Habecderg 9! pSenomne the hearing-and-determinatios of this motion Defendant Clarkson BU LLC, ep > and the other Defendants, and those acting on their behalf, are hereby enjoined and restrained @ from releasing any monies, funds, loan repayments and/or disbursements to any of the ow Defepgants, or to anyone on their behalf; al 1 1s Luter ORDERED Hut i pi PENDING the hearing and-determinatien of this motion Defendant Clarkson BU LLC, ~*~ ge and those managing it, are enjoined from using any monies or funds of Clarkson BU LLC for any other purpose other than for management and expenses of the Property (e.g., taxes, utilities, and/or mortgage); smd tt 13 furthee and Hoe ndlatalany Wherein with fhe enceptnn of Phe Summohs sf BkpERED HF service of a copy of this Order, together with the papers upon which it is based, by DP? < s So: ont NYSCE FE email on Richard G. Menaker, Esq., at rmenaker@ offitkurman.com{ counsel for all Defendants, 3 oe by OctoberA*, 2023, be deemed good and sufficient service; and it is further; ORDERED that answering papers, if any, shall be filed on NYSCEF and emailed to Novemby 7 @ Plaintiff GKER Ltd.’s attorneys by Oetober — 2023 1 Til on by 2023-and October —; it furthes ORDERED that Plaintiff shall move within ten days after levy, upon such notice as the Court shall direct to the Defendant, the garnishees, if any, and the Sheriff for an order confirming the Order of Attachment. w ENTER: Hon. IS.C. HON. SUZANNE ADAMS S.C. 3 B306f136 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee! GKER LTD., on behalf of itself and derivatively on behalf of CLARKSON BU LLC, Plaintiff, Index No. - against - CLARKSON BU LLC, 75-77 CLARKSON AVENUE SUMMONS INVESTORS, LLC, ERAN REISFELD, RAN ORON, CLARKSON 1, LLC, HANNAN SALTZMAN, GILI Plaintiff designates HABERBERG, BENJAMIN HABERBERG, BARUCH New Y ork County BEZNER, NIR MESTERMAN, RAN MESTERMAN, as the place of trial OFFICE LINE LTD. and HEZI ASPIS, Defendants. eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee! To: Clarkson BU LLC 75-77 Clarkson Avenue Investors, LLC Eran Reisfeld Ran Oron Clarkson 1, LLC Hannan Saltzman Gili Haberberg Benjamin Haberberg Baruch Bezner Nir Masterman Ran Mesterman Office Line Ltd. Hezy Aspis YOU ARE HEREBY SUMMONED to appear in this action by serving a notice of appearance on the Plaintiffs attorney within twenty (20) days after the service of this Summons, exclusive of the day of service (or within thirty (30) days after the service is complete if this Summons is not personally delivered to you within the State of New Y ork). In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the Complaint. 1 4106f138 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023 Plaintiff designates New Y ork County as the place of trial. The basis for the venue is because Defendants’ residence is located in New York County. Dated: New Y ork, New Y ork August 16, 2023 TWERSKY PLLC By: ile een osm 43---- Aaron Twersky, Esq. Ilana Neufeld, Esq. 747 Third Avenue, 32nd Floor New Y ork, New Y ork 10017 Tel: (212) 425-0149 atwersky@ twerskylaw.com ineufeld@ twerskylaw.com Attorneys for Plaintiff GKER Lid. To: Clerk of the Court (via NY SCEF) Clarkson BU LLC 150 West 28th Street, Suite 1702 New Y ork, New Y ork 10001 Defendant 75-77 Clarkson Avenue Investors, LLC VCorp. Services, LLC 1013 Centre Road Suite 403-B Wilmington, New Castle, Delaware 19805 Eran Reisfeld 555 West 59th Street, A partment 33B New Y ork, New Y ork 10019 Defendant Ran Oron 555 West 59th Street, Apt. 19A New Y ork, New Y ork 10019 Defendant 2 B206f136 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 Clarkson 1, LLC PO Box 7079 New Y ork, New Y ork 10150 Defendant Hannan Saltzman 22 Ben Saruk Street Tel Aviv, Israel 62969 Defendant Gili Haberberg 45 Sutton Place South New Y ork, New Y ork 10022 Defendant Benjamin Haberberg 45 Sutton Place South New Y ork, New Y ork 10022 Defendant Baruch Bezner 150 West 28th Street, Suite 1702 New Y ork, New Y ork 10001 Defendant Nir Masterman 18 Shlomzion Hamalka Street Tel Aviv, Israel 6226716 Defendant Ran Mesterman 18 Shlomzion Hamalka Street Tel Aviv, Israel 6226716 Defendant Office Line Ltd. 24 Alexandria Street Ramat Gan, Israel 5222566 Defendant Hezy Aspis 24 Alexandria Street Ramat Gan, Israel 5222566 Defendant 3 6306f136 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF 06/26/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee! GKER LTD., on behalf of itself and derivatively on behalf of CLARKSON BU LLC, Plaintiff, Index No. - against - CLARKSON BU LLC, 75-77 CLARKSON AVENUE INVESTORS, LLC, ERAN REISFELD, RAN ORON, COMPLAINT CLARKSON 1, LLC, HANNAN SALTZMAN, GILI HABERBERG, BENJAMIN HABERBERG, BARUCH BEZNER, NIR MESTERMAN, RAN MESTERMAN, OFFICE LINE LTD. and HEZI ASPIS, Defendants. eee ene eee een eee ee eee eee ee eee eee ene nee nen e eee en eee! Plaintiff GKER Ltd., on behalf of itself and derivatively on behalf of CLARKSON BU LLC (“GKER” or “Plaintiff’), by and through its attorneys, Twersky PLLC, hereby files this Complaint, and in support thereof, upon information and belief avers as follows: INTRODUCTION 1 GKER brings this action for claims of, inter alia, breach of contract, breach of fiduciary duty, fraud, conversion, unjust enrichment, aiding and abetting fraud, civil conspiracy and accounting, all relating to GKER’s real estate investment into an entity known as 75-77 Clarkson Avenue Investors, LLC (“75-77 Clarkson”), a defendant in this matter. 2 GKER invested $1,842,514.00 into 75-77 Clarkson for which it received 31.726% of the membership interest in 75-77 Clarkson. 3 Defendant Clarkson BU LLC (“Clarkson BU”) is the entity which owns 75-77 Clarkson. TA off 17 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 4 The money GKER invested into 75-77 Clarkson was supposed to be used for the building and development of a building of condominiums in Brooklyn, New Y ork. 5. However, GKER’s entire investment was misappropriated and used improperly by the defendants, rather than being appropriately invested. 6 Defendants Clarkson 1, LLC, Hannan Saltzman, Gili Haberberg, Benjamin Haberberg, Baruch Bezner, Nir Mesterman and Ran Masterman! (together, the “Clarkson Member Defendants”), are members of Clarkson BU. 7 The Clarkson Member Defendants, along with Defendants Office Line Ltd. (“Office Line”) and Hezy Aspis (“Aspis”), enacted a civil conspiracy against GKER, by misappropriating GKER’s investments and utilizing fraudulent loans relating to GKER’s investment into 75-77 Clarkson. 8 The Clarkson Member Defendants, along with Defendants Office Line and Hezy Aspis, aided and abetted fraud through this scheme and therefore were unjustly enriched, at the expense of GKER. 9 Clarkson BU also engaged in further fraud, by entering into a fraudulent loan repayment scheme involving Defendants Clarkson 1, Baruch Bezner, Ran Oron and Nir/Ran Mesterman. Through a series of entries in the general ledgers of Clarkson BU, Defendants Clarkson 1, Baruch Bezner, Ran Oron and Nir/Ran Mesterman entered “loans” from Clarkson BU to themselves despite no loans being made. 10. Clarkson BU then paid these Defendants hundreds of thousands of dollars. 11. This was to the detriment of GKER and its members, because these Defendants did not actually loan the money to Clarkson BU that Clarkson BU was paying back. 1 The books and records of Clarkson BU refer to both a Nir Mesterman and a Ran Mesterman when referencing the same transactions. Therefore, upon information and belief, they may be the same person. 2B of We (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 12. All of the Defendants have perpetuated a fraudulent scheme against GKER, by misusing GKER’s funds and misleading GKER for years. 13. Additionally, all Defendants have breached their fiduciary duties by self-dealing and depleting the funds of Clarkson BU. Accordingly, GKER was forced to bring this action. PARTIES 14. Plaintiff GKER Ltd. is a Maltese limited liability company with its principal place of business in Valletta, Malta. 15. Defendant Clarkson BU LLC is a New Y ork limited liability company with its principal place of business in New Y ork County, New Y ork. 16. Defendant 75-77 Clarkson Avenue Investors, LLC is a Delaware limited liability company. 17. Defendant Eran Reisfeld is a natural person and resides in New Y ork County, New Y ork. 18. Defendant Ran Oron is a natural person and resides in New Y ork County, New Y ork. 19. Defendant Clarkson 1, LLC is a New Y ork limited liability company with its principal place of business in New Y ork County, New Y ork. 20. Defendant Hannan Saltzman is a natural person and resides in Tel A viv, Israel. 21. Defendant Gili Haberberg is a natural person and resides in New Y ork County, New Y ork. 22. Defendant Benjamin Haberhberg is a natural person and resides in New Y ork County, New Y ork. 23. Defendant Baruch Bezner is a natural person and resides in New Y ork County, B of 17 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 New Y ork. 24. Defendant Nir Mesterman is a natural person and resides in Tel A viv, Israel. 25. Defendant Ran Mesterman is a natural person and resides in Tel Aviv, Israel. 26 Defendant Office Line Ltd. is an Israeli limited liability company with its principal place of business in Ramat Gan, Israel. 27. Defendant Hezy Aspis is a natural person and resides in New Y ork County, New Y ork and/or Tel Aviv, Israel. JURISDICTION AND VENUE 28. Multiple Defendants are residents of New Y ork County of New Y ork and therefore jurisdiction and venue are properly located in this Court. 29. Jurisdiction is proper under New Y ork Civil Practice Law and Rules (“CPLR”) § 301 and venue is proper pursuantto CPLR § 503. BACKGROUND & FACTS A. GKER’s Investment 30. On or about May 5, 2016, Shraga Holdings Ltd. (“Shraga Holdings”) entered into the 75-77 Clarkson Avenue Investors LLC Limited Liability Company Agreement (the “Agreement”). 31. Pursuant to the Agreement, Shraga Holdings provided capital contributions in the amount of $1,842,514.00 and received 31.726% of the membership units in 75-77 Clarkson. 32. On or about April 9, 2017, Shraga Holdings and GKER entered into an Assignment & Assumption Agreement, which assigned and transferred Shraga Holdings’ rights, title and membership units under the Agreement to GKER. The Assignment & Assumption Agreement was also agreed to and signed by Reisfeld, as manager of 75-77 Clarkson. 4 18 of 176 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 33. Thereafter, GKER became the holder of 31.726% of the membership units in 75- 77 Clarkson. 34. 75-77 Clarkson is a holding entity, and its purpose was to invest in Defendant Clarkson BU, which holds title to the property located at 75-77 Clarkson Avenue, Brooklyn, New York 11226 (the “Property”). 35. Clarkson BU’s purpose was to purchase the Property and then develop and sell condominiums built on the Property. 36. Since GKER’s initial investment, it has been kept in the dark on most of the dealings of Clarkson BU and upon information and belief, numerous fraudulent schemes and improper disbursements of its returns have occurred. 37. Clarkson BU sold numerous condominiums at the Property yet, no disbursements have been made to GKER and Clarkson BU continues to sell condominiums. 38. However, the Clarkson Member Defendants and others have received millions of dollars from Clarkson BU, to the detriment of other members of Clarkson BU, and some of which should have been distributed to other investors in Clarkson BU. Clarkson BU and the Clarkson Member Defendants have no justification for their acts. 39. Defendants Clarkson BU, Reisfeld, Ran Oron (“Oron”) , Gili Haberberg (“Haberberg”), Office Line and A spis agreed in concert with the Clarkson Member Defendants to cut out GKER from its investment, and to steal Clarkson BU’s money via payments wrongfully labeled as so-called repayments of loans. 40. This scheme was largely orchestrated by Defendants Reisfeld, Oron, Haberberg, Baruch Bezner, Nir/Ran Mesterman, Office Line and Aspis, but was implemented and agreed to by all of the Clarkson Member Defendants. 5 18 of 176 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 41. Meanwhile, GKER with a 31.726% membership interest and an investment of $1,842,514.00, has never received any disbursement or any return from its investment. 42. Defendants Clarkson BU, Reisfeld, Oron, Haberberg and Aspis claim that there is no money for disbursements and yet the Clarkson Member Defendants have stolen and been given money through various fraudulent schemes. B. Fraudulent Loans And Improper Distributions 43. Clarkson BU entered into various fraudulent and fictitious loans, in order to distribute proceeds to multiple defendants, and cut GKER further out of its investment. 44. Clarkson BU’s General Ledgers demonstrate that other Clarkson Member Defendants, such as Nir Mesterman, benefited from fraudulent loans being attributed to them. 45. For example, on December 31, 2020, $1,550,000 was credited to Nir Mesterman in 75-77 Clarkson’s 2020 General Ledger, through a transaction entitled “Journal Entry sma.” 46. This resulted in Clarkson BU “owing” Nir Mesterman this amount of money, yet, Nir Mesterman did not actually loan this money to Clarkson BU. 47. The “Journal Entry sma” is merely a fictitious transaction created in order to benefit Nir Mesterman and others, at the expense of GKER. 48. Similarly, on December 31, 2020, $2,600,000.00 was credited to Clarkson 1 through a transaction with the same “Journal Entry sma” title used for Nir Mesterman’s fraudulent loan. 49. This resulted in Clarkson BU “owing” Clarkson 1 this money, however again, the money was not actually loaned from Clarkson 1 to Clarkson BU. 50. It is evident that these “loans” were fictitious and were only created to steal money from GKER and Clarkson BU. 6 18 of 176 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 51. Clarkson BU’s 2019 tax returns do not show any money owed to Defendants Nir Mesterman, Clarkson 1, or Ran Oron. 52. However, on Clarkson BU’s 2020 tax returns, specifically on the first day of 2020, show Clarkson BU owing these defendants significant sums of money. 53. These amounts are shown as being owed at the beginning of 2020 and are not reflected on Clarkson BU’s balance sheet, clearly proving these were fictitious transactions. 54. Accordingly, these “loans” to Nir Mesterman, Clarkson 1 and Ron Oron were fraudulent and fake, as the tax returns are contradicted by the balance sheet. 55. Starting in 2022, Clarkson BU started to “pay back” these fictitious loans, by paying $915,000.00 to Clarkson 1 and $951,800.00 to Mesterman. 56. In 2023, through May, Clarkson 1 was paid an additional $732,000.00 and Mesterman was paid $761,440.00. 57. In this time, no distributions were made to the partners in Clarkson BU, including GKER. 58. It is clear the General Ledgers and bank statements of Clarkson BU demonstrate egregious mismanagement and fraud, all to the detriment of GKER. C. Office Line Ltd. And Hezy Aspis 59. Over the years, GKER made many inquiries into its investment and including when it could expect its returns, but the managers of Clarkson BU, including Defendants Reisfeld, Oron and Haberberg, as well as A spis, were unresponsive to GKER’s inquiries. 60. This, coupled with the fact that it was not receiving disbursements from Clarkson BU, made GKER question the strength of its investment. 61. Upon information and belief, Clarkson BU and its managers, Reisfeld, Oron and 7 18 of 176 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 Haberberg, have also made wrongful disbursements to Office Line and Aspis, who are also involved in the fraudulent schemes against GKER. D. Unlawful Dissolution Of 75-77 Clarkson 62. Then, on or about July 20, 2020, without any notice to GKER — a major shareholder in the entity — and in breach of the Agreement, 75-77 Clarkson was dissolved. 63. Subsequently, GKER’s membership interest in 75-77 Clarkson was deemed to be a membership interest in Clarkson BU LLC, which is evidenced by the fact that GRER was issued K-1’s from Clarkson BU LCC in 2020 and 2021. E. The First Lawsuit 64. On or about April 29, 2022, GKER filed a lawsuit against New Brookland LLC (the managing entity for Clarkson BU), Eran Reisfeld and other members/managers of Clarkson BU, including Ran Oron and Gili Haberberg, titled GKER Ltd. v. New Brookland LLC et al., Index No. 652012/2022, in the Supreme Court of New York County. 65. GKER was forced to file that lawsuit in order to inspect the books and records of 75-77 Clarkson and Clarkson BU, since Reisfeld and the other members of Clarkson BU refused to provide GKER with access to the books and records. 66. After obtaining and reviewing these documents, it became clear to GKER that the Defendants have participated in multiple fraudulent schemes against it, including improperly disbursing monies to the Clarkson Member Defendants disguised as fraudulent loan repayments. 67. While GKER made the substantial investment of $1,842,514.00 into 75-77 Clarkson, which was supposed to fund Clarkson BU and the development of the Property, upon information and belief, this money was never invested in 75-77 Clarkson or Clarkson BU, but rather was pocketed by Reisfeld and the other Defendants, for their own unjust enrichment. 8 18 of 176 (FILED: NEW YORK COUNTY CLERK §0/28/2023 10:23 RM INDEX NO. 653955/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 06/26/2023 68. The documents provided to GKER also show numerous fraudulent loans and transfers made to and from Clarkson BU, but Defendants Eran Reisfeld, Ran Oron, Gili