Preview
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
AMERICAN ARBITRATION ASSOCIATION
----------------------------------------------------------------------X
In the Matter of the Arbitration Between Case No. 01-24-00007972
JUSTIN N. LITE ANSWER WITH
COUNTERCLAIMS
Claimant,
- against -
FRANK S. RUSSELL,
Respondent,
----------------------------------------------------------------------X
FRANK S. RUSSELL, individually, and derivatively on
behalf of LITE & RUSSELL, PLLC
Counter-Claimant,
- against -
JUSTIN N. LITE,
Counter-Respondents,
----------------------------------------------------------------------X
Respondent-Counterclaimant Frank S. Russell (“Russell” or “Respondent”), both
individually and derivatively on behalf of Lite & Russell, PLLC (“Lite & Russell”), through its
attorneys, for its claims against Respondent Justin N. Lite (“Lite”), alleges as follows:
GENERAL DENIAL
1. Pursuant to Rule R-5 of the Commercial Rules of the American Arbitration
Association, Frank S. Russell generally denies all claims and allegations set forth in
Claimant’s Statement of Claim except admits that the parties are members/partners of Lite
& Russell, PLLC and that the Partnership agreement dated October 1, 1994 governs the
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
operation of Lite & Russell, including Russell and Lite’s respective rights as the only
members of Lite & Russell.
NATURE OF PROCEEDING
2. Russell has brought counterclaims in this proceeding to hold Lite responsible for
his ongoing and pervasive violations of the fiduciary duties he owes to Lite & Russell, PLLC (“Lite
& Russell”)—a law firm in which Russell and Lite are the only two members—through his
engagement in subversive efforts that are intended to undermine the business of Lite & Russell in
favor of a new firm formed by Lite along with two former non-member attorneys of Lite & Russell:
John M. Porchia III (“Porchia”) and Jaren M. Fernan (“Fernan”).
3. Lite, Porchia, and Fernan, along with several support staff of Lite & Russell—
including Annmarie Maffetone (“Maffetone”), Deborah Evans (“Evans”), Allison Igneri
(“Igneri”) and Christina Albertelli (“Albertelli”)—are engaged in a calculated scheme whose
purpose has been to conduct a large-scale raid of Lite & Russell’s clients and employees.
4. Lite and his Co-Conspirators’ scheme involved the formation of the competing
Firm known as Lite, Porchia and Fernan PLLC (“New Firm”) and/or John M. Porcha, III, Esq.,
P.C. (“Porchia P.C.”)—all of which occurred surreptitiously while Lite has been and remains a
member of Lite & Russell, and the other individuals, Porchia, Fernan, Maffetone, Evans, Igneri
and Albertelli remained employed by Lite & Russell. 1
5. Lite’s brazen conduct in contravention of the best interests of Lite & Russell,
includes formation of the competing law firm; dishonestly asserting in a text message to Russell
that he had not yet created a new firm, while knowing full well that he had already formed and
1
Porchia, Fernan, Maffetone, Evans, Igneri and Albertelli are hereinafter collectively referenced as “Co-
Conspirators.” A separate litigation has been filed in Supreme Court, Suffolk County against the Co-Conspirators,
New Firm and Porchia P.C., none of whom are subject to the arbitration clause discussed further herein.
2
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
filed incorporating documents for New Firm on February 16, 2024; improperly utilizing Lite &
Russell files to advance his new association with Porchia and Fernan; offering Lite & Russell
employees jobs at New Firm; and soliciting Lite & Russell clients on behalf of his new association
with Porchia and Fernan, and encouraging the Co-Conspirators to do the same, thereby
undermining the financial viability of Lite & Russell.
6. In addition, such conduct by Lite violates the explicit provisions of the Partnership
Agreement, dated October 1, 1994 (“Partnership Agreement”) entered into by Russell and Lite,
that governs the operation of Lite & Russell, including Russell and Lite’s respective rights as the
only members of Lite & Russell. A true and accurate copy of the Partnership Agreement is
attached as Exhibit “A.”
7. For these reasons, and others described herein, Lite has willfully and in bad faith
breached his contractual and fiduciary duties owed to Lite & Russell for which he must be held
accountable.
PARTIES
8. Claimant Frank S. Russell is an individual who resides in Suffolk County and a
member of Lite & Russell.
9. Lite & Russell is a domestic professional services limited liability company doing
business in the State of New York with its principal place of business in Suffolk County.
10. Respondent Justin N. Lite is an individual who resides in Suffolk County and is a
member of Lite & Russell. Lite is also now a member of the New Firm and/or Porchia P.C., along
with Porchia and Fernan.
3
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
JURISDICTION
11. Both Lite and Russell acknowledge that the Partnership Agreement continues to
govern the operation of Lite & Russell, including both of their respective rights as the only
members of Lite & Russell.
12. Pursuant to ¶ 8.3 of the Partnership Agreement, Lite and Russell have agreed to
resolve “any controversy or claim arising out” of the Partnership Agreement, that cannot be settled
between Lite and Russell, in arbitration to take place in Suffolk County, and to be governed by the
rules of the American Arbitration Association.
STATEMENT OF FACTS
A. Formation of Lite & Russell and The Growth of its Personal Injury Practice
13. Russell and Lite formed a partnership, known as Lite & Russell, on October 1,
1994, pursuant to a Partnership Agreement of that same date.
14. Russell and Lite were and remained the sole partners of Lite & Russell.
15. In early 2010, Lite & Russell reorganized as a professional service limited liability
company, thereafter known as Lite & Russell, PLLC.
16. Lite and Russell were the only members and remain the only members of Lite and
Russell.
17. Both Lite and Russell acknowledge that the Partnership Agreement continues to
govern the operation of Lite & Russell, including both of their respective rights as the only
members of Lite & Russell.
18. Since Lite & Russell’s inception, Russell has functioned as the managing partner
and chief financial officer, responsible for the financial operations of the firm.
4
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
19. Lite and Russell, during its thirty-year history, has built a strong personal injury
practice, which was developed and at all times managed by Russell.
20. In 2023, the firm had approximately $5,000,000.00 in revenue, approximately 95%
of which was revenue coming from personal injury cases managed by Russell, and only 5% of
which came from trust and estate planning matters and real estate managed by Lite.
21. Prior to March 6, 2024, Lite & Russell had approximately 800 active personal
injury files.
22. Prior to March 2024, Lite & Russell employed three associate attorneys and twenty
support staff, including Porchia and Fernan as associate attorneys, and Maffetone, Evans, Igneri
and Albertelli as support staff.
B. Lite Forms Competing Law Firm Lite, Porchia & Fernan PLLC
23. By no later than late January/early February 2024, Lite and the Co-Conspirators
began laying the groundwork for a raid of Lite & Russell’s clients and employees, including
planning the formation of a new law firm to be made up of attorneys and support staff of Lite &
Russell.
24. Upon information and belief, the purpose for forming a new law firm was to directly
compete with Lite & Russell, and to induce Lite & Russell’s clients to change representation to
New Firm, which would ultimately lead to the destruction of Lite & Russell as a firm.
25. Indeed, it was Lite and the Co-Conspirators’ intention that New Firm would replace
Lite & Russell, but without Russell, and, as Lite put it in communications with the Co-
Conspirators, “continue to provide legal services” from the same location, and as we now know,
to the same Lite & Russell clients who had been improperly solicited, all with Lite’s complicity.
5
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
26. Lite, Porchia and Fernan as the anticipated managing members of the new firm did
not limit their scheming to themselves. Rather, in or around late January/early February at the
latest, Lite, Porchia and Fernan directly involved several Lite & Russell employees in planning the
formation of the new firm, and the subsequent scheme to improperly solicit clients and employees
of Lite & Russell. All of this took place while Lite was a member of Lite & Russell and the Co-
Conspirators within the employ of Lite & Russell.
27. For example, as early as February 4, 2023, Lite, Porchia and Fernan had determined
that Evans would become New Firm’s office administrator/benefits coordinator.
28. In addition, on February 10, 2024, Lite wrote an email to Albertelli, copying Evans
and Fernan, informing Albertelli that she would be “put in charge of advertising” at the new firm,
which would replace Lite & Russell. Fernan responds back affirming the plan, which would
include him assisting Albertelli with putting out public notices concerning New Firm.
29. On February 14, 2024, Lite instructed Albertelli to quickly form a new entity to be
called “Lite, Porchia & Fernan PLLC.” Lite further notes that this is “kinda a rush,” and to “get it
done discreetly.”
30. That same day, while working quickly and discreetly to form New Firm on behalf
of Lite, Porchia and Fernan, Albertelli turned her thoughts to her new advertising role, writing to
Lite and Porcha with an idea for advertising the new firm in several publications, with a proposed
tag line of “Lite, Porchia & Fernan, formerly Lite & Russell PLLC. New name, same great
service.” Lite responds by noting that he loves the proposed slogan, reflecting the intent of Lite
and the Co-Conspirators to destroy and then replace Lite & Russell.
31. On or about February 16, 2024, Lite, Porchia and Fernan formed the new firm, Lite,
Porchia & Fernan PLLC (“New Firm”), using Lite & Russell’s address as New Firm’s operating
6
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
address, as reflected in the Articles of Organization that are dated February 16, 2024, which were
filed with the Department of State that same day. See Exhibit B, Certified Articles of Organization
for Lite, Porchia & Fernan PLLC; See Exhibit C, New York State Department of State Entity
Filing History for Lite, Porchia & Fernan PLLC.
32. Lite and the Co-Conspirators had received the EIN for New Firm a few days earlier,
on February 15, 2024.
C. Lite’s Actions in Contravention of the Interests of Lite & Russell
33. At the time New Firm was formed, which occurred without the knowledge of
Russell, Lite remained a member of Lite & Russell, and the Co-Conspirators remained employees
of Lite & Russell.
34. Despite the formation of New Firm on February 16, 2024, Lite deceitfully and
dishonestly asserted in a text message to Russell that he had not yet created a new firm, and would
only do so following the dissolution of Lite & Russell—while knowing full well that he, along
with Porchia and Fernan, had already formed and filed incorporating documents for New Firm
with the assistance of the other Co-Conspirators.
35. On Saturday February 18, 2024, Porchia informed Russell that he was going to be
partners with Lite and Fernan, and that Russell would be losing his firm to the three of them.
36. In the early morning hours of February 19, 2024, Russell received an email from
Porchia, in which, in addition to repeatedly disparaging Russell, Porchia acknowledged, while still
employed by Lite & Russell, that he had formed a new law firm with Lite and Fernan, where he
would now be a partner. (See Exhibit D, email from Porchia to Russell, dated Feb. 19, 2024
“Porchia Email”).
7
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
37. In that email, Porchia repeatedly refers to “my business,” “my clients,” and “my
clientele,” despite the referenced clients and business being the clients and business of Lite &
Russell, not of Porchia individually.
38. In response to learning of the formation of New Firm and receiving the disparaging
and threatening email from Porchia in the early morning hours of February 19, 2024, Russell sent
notices of termination to Porchia and to Fernan in the evening on February 19, 2024.
39. Further, on or around February 18, 2024, Maffetone resigned her position with Lite
& Russell, informing Russell that she had accepted a position at New Firm.
40. Also on or about February 19, 2024, Igneri resigned her position with Lite &
Russell, informing Russell that she had accepted a position at New Firm.
41. After receiving the notice of termination, Fernan sent a disparaging and cruel text
message to Russell, stating that should Russell’s career as an attorney end “prematurely,” Russell
would “always have an opportunity to clean my home—just as your mother did for my
grandparents.” See Exhibit E, Feb. 19, 2024 text message from Fernan to Russell. 2
42. In addition, Lite immediately responded via text to Russell during the evening of
February 19, 2024, pointing out to Russell that he could not terminate any employees unilaterally
pursuant to the operative Partnership Agreement, which required unanimity between Russell and
Lite. Lite thereafter instructed Porchia, Fernan, Maffetone and Igneri to immediately return to the
office the next day, February 20, 2024, noting that they were “in fact not fired.” See Exhibit F,
text message from Lite to Russell, at 9:44pm on February 19, 2024.
2
Fernan’s grandfather was the late Joseph Lite, Lite’s father, and a member of Lite & Lite, the firm that Lite was a
member of prior to forming Lite & Russell. Upon information and belief, Justin has engaged in the deceitful acts set
forth herein to give Russell’s equity in Lite & Russell to Fernan. Prior to the formation of Lite & Russell, Fernan is
suggesting that Russell’s mother cleaned Joseph Lite’s home and that Russell could likewise clean his house if his
legal career ended.
8
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
43. Lite has repeatedly acknowledged in writing to the Co-Conspirators and to third-
parties that no Lite & Russell employees were terminated by Russell on February 19, 2024.
44. Maffetone and Igneri, despite accepting positions and beginning to work at New
Firm, were immediately put back to work at Lite & Russell by Lite, so that he could continue to
use them to subversively undermine the business of Lite & Russell in favor of Lite’s new
association with Porchia and Fernan.
45. Further, despite the formation of New Firm, and despite Lite and the Co-
Conspirators intending to induce Lite & Russell clients to leave in favor of Lite, Porchia, Fernan,
New Firm and Porchia P.C., both Porchia and Fernan followed Lite’s instruction and continued
their employment with Lite & Russell without interruption, appearing on behalf of Lite & Russell
at depositions and court conferences, preparing legal documents, and completing other legal work
on behalf of Lite & Russell clients, including ensuring disbursements of client funds.
46. Upon information and belief, the appearances and preparation of legal documents
and/or disbursement of client funds by Porchia and Fernan continues through the date of the filing
of this Answer with Counterclaims, either directly or indirectly through Lite and the other Co-
Conspirators.
47. During this period that Lite remained a member of Lite & Russell, and the Co-
Conspirators employees of the firm, Lite and the Co-Conspirators collectively engaged in a scheme
to solicit current Lite & Russell clients and induce them to leave Lite & Russell in favor of Lite,
Porchia, Fernan, and entities those three had formed, including New Firm and/or Porchia P.C.
48. These efforts included, upon information and belief, calling, emailing, and
otherwise corresponding with said clients to confirm their allegiance to the individual attorneys
9
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
(e.g., Lite, Porchia and Fernan), and secure their commitment to leave Lite & Russell and join
them in Lite, Porchia and Fernan’s new endeavor.
49. Indeed, as indicated in the Porchia Email, by February 19, 2024, Porchia had
already spoken to a number of Lite & Russell clients, telling Russell that those clients are not
“going with [Russell],” who was remaining at Lite & Rusell; indicating, upon information and
belief, that Porchia had already convinced several clients to leave Lite & Russell in favor of Lite,
Porchia and Fernan, at the competing firm they had created.
50. Further investigation has uncovered that as part of the ongoing and pervasive efforts
by Lite and the Co-Conspirators to undermine Lite & Russell’s ongoing business, Lite and the Co-
Conspirators have been working in concert to prepare consents to change attorney, which would
direct clients from Lite & Russell—to whom all owed fiduciary duties, including the duty of
loyalty—to New Firm, Porchia P.C., and to Porchia and Fernan individually.
51. We know that Lite was actively involved in these efforts to improperly solicit
current Lite & Russell clients, and to have consents to change attorneys prepared as part of that
process, all while the Co-Conspirators continued to work for Lite & Russell, due to Lite and the
Co-Conspirators carelessly using Lite & Russell email to coordinate their nefarious conduct.
52. On February 21, 2024, upon information and belief, Fernan attended a deposition
on behalf of Lite & Russell.
53. Pursuant to a February 21, 2024 email exchange between Lite, Fernan, Porchia,
Evans, Maffetone and Richard Davolio, Esq., it is clear that in addition to attending the deposition,
Fernan spent a portion of his day working “to secure consents to change attorney.” See Exhibit
G, Feb. 21, 2024 email exchange between Lite, Fernan, Porchia, Evans, Maffetone and Richard
10
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
Davolio, Esq. It is evident that the securing referenced by Fernan refers to convincing Lite &
Russell clients to leave Lite & Russell in favor of Lite, Porchia and Fernan’s new association.
54. As if that was not bad enough, Fernan convinced two current Lite & Russell
employees—upon information and belief, Maffetone and Evans—to take time away from their
work at Lite & Russell to assist with the improper solicitation of Lite & Russell clients and
preparation of hundreds of consents to change attorney.
55. Maffetone and Evans nonetheless received their full Lite & Russell paychecks for
the week in question, including covering the time they were working with Fernan to divert business
away from Lite & Russell, their employer.
56. Despite the fiduciary duties he owes to Lite & Rusell, Lite at all times was aware
of, involved in, and approving of this conduct, telling Fernan in that same email to “keep track” of
whatever he pays out of pocket to the Lite & Russell employees who were helping to secure
consents to change attorneys (noting that Lite, Porchia and Fernan will square up down the road).
57. Lite was attempting to cover up the time and resources of Lite & Russell that were
being utilized to further Lite and the Co-Conspirators collective plot to destroy Lite & Russell by
gutting it of its client base.
58. As additional evidence of Lite’s nefarious scheme to undermine his own firm, he
and the Co-Conspirators worked together to prepare a consent to change attorney in a multi-
million-dollar personal injury matter being handled by Lite & Russell and managed by Russell.
59. The consent to change attorney listed outgoing counsel as Lite & Russell and the
incoming counsel as New Firm.
60. Unbeknownst to Russell, Lite and the Co-Conspirators had provided the consent to
change attorney to plaintiffs in the case on or before February 20, 2024, as it was signed by one of
11
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
the plaintiffs and returned to Lite & Russell via a cover letter, dated February 20, 2024, and
addressed to “Lite & Russell, PLLC” “Attn: John Porchia, Esq.”
61. The preparation and transmission of this consent to change attorney was all done
utilizing Lite & Russell resources, including its employees, and without the knowledge of Russell,
the attorney managing the personal injury matter.
62. Upon information and belief, Lite and the Co-Conspirators have purposefully
misrepresented to these Lite & Russell clients that they are no longer represented by Lite &
Russell, but rather by Lite, Porchia and Fernan, or by the entities formed by them, even though the
consent to change attorney has never been filed and Lite & Russell is still attorney of record on
the matter.
63. In addition, while still employed by Lite & Russell, upon information and belief,
Lite, along with Porchia, and Fernan, began secretly recruiting other Lite & Russell employees to
join New Firm, which they had already formed and were managing. Indeed, Maffetone and Igneri
informed Russell that they had accepted offers to join New Firm, despite their continuing to work
for Lite & Russell.
64. Lite’s actions included, upon information and belief, extending job offers to Lite &
Russell employees, including promising specific salaries, promotions, pensions and other benefits.
65. Indeed, upon information and belief, Maffetone is currently working for Defendant
Firm and/or Porchia P.C., and was subversively doing so while still employed by Lite & Russell.
66. On February 23, 2024, Maffetone again resigned her position at Lite & Russell. A
subsequent further investigation revealed her participation in the scheme to divert clients to New
Firm for the purpose of destroying the business of Lite & Russell, so that it could be replaced by
New Firm, to the benefit of Lite and the Co-Conspirators.
12
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
67. Lite has also intentionally deviated from the process that Lite & Russell has had in
place for thirty-years relating to the distribution of monies received from settlements or judgments
of the personal injury cases managed by Russell.
68. Russell at all times has reviewed and approved all distributions made by the Firm
relating to personal injury settlements or judgments. For the first time, while Lite and the Co-
Conspirators work to gut Lite & Russell of all its clients, Lite has intentionally excluded Russell
from the distribution process, a process with which Lite has little understanding. By doing so, Lite
has put Lite & Russell at risk of improperly distributing funds out of its IOLA account through
which all monies related to personal injury settlements or judgments flow.
69. Lite has unilaterally changed the process of distributing monies from the IOLA
Account for the purpose of causing Porchia and Fernan to continue receiving payments form Lite
& Russell, despite Porchia and Fernan’s wanton and faithless conduct that was intended to
undermine and destroy Lite & Russell.
70. Lite and the Co-Conspirators are currently running their scheme out of 239 Highbie
Lane, West Islip, New York, a building owned by Lite that is across the street from the Lite &
Russell office.
FUTILITY OF MAKING A DEMAND UPON LITE & RUSSELL
71. Any demand made by Russell upon Lite & Russell to bring suit against Lite to hold
him liable for his willful tortious conduct, would clearly be futile.
72. Any action by Lite & Russell would require agreement by both Lite and Russell, as
the only members of Lite & Russell and pursuant to the Partnership Agreement.
13
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
73. It is unfathomable that Lite is capable of making an impartial decision as to whether
to bring suit against himself for his own tortious conduct, all of which was aimed at harming Lite
& Russell.
74. It is evident that Lite would wrongfully refuse to permit Lite & Russell to bring the
present proceeding against himself for his grossly wanton misconduct.
FIRST CLAIM FOR RELIEF
(BREACH OF FIDUCIARY DUTY - DERIVATIVE)
75. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
76. Lite owes Lite & Russell and its members fiduciary duties of care, loyalty and good
faith because he is a member of Lite & Russell.
77. Lite willfully breached his duties to Lite & Russell, by, among other things, forming
a competing law firm; dishonestly asserting in a text message to Russell that he had not yet created
a new firm, while knowing full well that he had already formed and filed incorporating documents
for New Firm on February 16, 2024; improperly utilizing Lite & Russell files to advance his new
association with Porchia and Fernan; offering Lite & Russell employees jobs at New Firm; and
soliciting Lite & Russell clients on behalf of his new association with Porchia and Fernan, and
encouraging the Co-Conspirators to do the same, thereby undermining the financial viability of
Lite & Russell.
78. By reason of the foregoing breaches of the fiduciaries duty Lite owes to Lite &
Russell, as assisted by the Individual Defendants, Lite & Russell has been substantially damaged
in an amount to be determined in this arbitration.
SECOND CLAIM FOR RELIEF
(BREACH OF CONTRACT)
79. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
14
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
80. Lite and Russell acknowledge that the terms of the Partnership Agreement govern
the operation of Lite & Russell, including Russell and Lite’s respective rights as the only members
of Lite & Russell.
81. ¶ 4.5 of the Partnership Agreement prohibits Lite and Russell from “render[ing]
any legal services to any person or entity other than for and on behalf of [Lite & Russell].”
82. ¶ 6.6 of the Partnership Agreement prohibits Lite, absent Russell’s approval, from
“engag[ing] in any income-producing activity which requires more than a nominal amount of
time.”
83. Lite violated these provisions of the Partnership Agreement when Lite and the Co-
Conspirators formed New Firm for the direct purpose of competing with Lite & Russell and
undertook to induce clients to leave Lite & Russell in favor of in favor of Lite, Porchia, Fernan,
and entities those three had formed, including New Firm and/or Porchia P.C.
84. By reason of the forgoing misconduct, Lite & Russell has been damaged in an
amount to be determined during this arbitration.
THIRD CLAIM FOR RELIEF
(BREACH OF THE IMPLIED COVENANT OF GOOD FAITH
AND FAIR DEALING)
85. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
86. Implicit in every contract, including the Partnership Agreement, is a covenant of
good faith and fair dealing, such that Lite was obligated not to engage in conduct having the effect
of destroying or injuring the right of Russell to receive the fruit of the contract.
87. Here, Lite failed to act in good faith with regard to the Partnership Agreement by
taking actions intended to undermine the continuing operation and viability of Lite & Russell,
including, among other things, improperly soliciting Lite & Russell employees to join a different
15
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
law firm, causing Lite & Russell to pay monies to Porchia and Fernan that they were not entitled
to receive and purposefully causing the value of the partnership to be devalued, while at the same
time enriching Lite himself.
88. All such actions by Lite had the effect of depriving Russell of his right to receive
the benefits of the Partnership Agreement.
89. By reason of the forgoing misconduct, Russell has been damaged by in an amount
to be determined during this arbitration.
FOURTH CLAIM FOR RELIEF
(TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS ADVANTAGE)
90. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
91. Lite, as a member of Lite & Russell, was at all relevant times aware of all clients
of Lite & Russell and had access to sensitive client information.
92. Lite intentionally and tortiously interfered with Lite & Russell’s business
relationships with its clients without reasonable justification or excuse by, among other things,
conspiring to develop a competing business with the Co-Conspirators, actively soliciting current
Lite & Russell clients and/or being complicit in the Co-Conspirators efforts to do the same.
93. Lite has done so, using dishonest, unfair and improper means, for the purpose of
harming Lite & Russell.
94. As a result of Lites intentional interference with Lite & Russell’s business
relationship with its clients, Lite & Russell has been damaged in an amount to be determined in
this arbitration.
FIFTH CLAIM FOR RELIEF
(PERMANENT INJUNCTION)
95. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
16
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
96. By virtue of the facts set forth above, Respondent has demonstrated a likelihood of
success on the merits of his several claims, including that Lite has breached fiduciary duties owed
to Lite & Russell, breached several provisions of the Partnership Agreement and tortiously
interfered with Lite & Russell’s business relationships with its clients.
97. Lite & Russell has and will continue to suffer irreparable harm, for which there is
no adequate remedy of law, absent Lite being enjoined from continuing to participate in the
improper solicitation of Lite & Russell clients and Lite & Russell employees, or making any
payment to Porchia or Fernan relating to any case currently or previously handled by Lite &
Russell.
98. The balance of the equities heavily favor Lite & Russell, as Lite owed fiduciary
duties of care, loyalty and good faith because he is a member of Lite & Russell, duties which were
willfully and in bad faith breached by Lite for the purpose of undermining the business of Lite &
Russell.
99. By virtue of the facts set forth above, Russell is entitled to a permanent mandatory
injunction prohibiting Lite, together with any agents or others acting under his direction or
authority, from:
a) soliciting individuals or entities who are clients of Lite & Russell, or otherwise
interfering in the relationship between Lite & Russell and said clients; and
b) soliciting or encouraging any current employees of Lite & Russell to resign
their position or otherwise interfere with or disrupt the relationship between
Lite & Russell and any current employees; and
17
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
c) making, or causing to be made, any payment of monies on behalf of Lite &
Russell to Porchia or Fernan relating to any compensation or fees concerning
cases currently or previously handled by Lite & Russell; and
d) making, or causing to be made, any distribution or payment of funds from
personal injury cases out of any Lite & Russell IOLA Accounts, without prior
approval of the distribution or payment by Russell.
SIXTH CLAIM FOR RELIEF
(ALTERNATIVE RELIEF – ENFORCEMENT OF THE DISSOLUTION PROVISIONS OF
THE PARTNERSHIP AGREEMENT)
100. Russell repeats and realleges all prior paragraphs as if set forth more fully herein.
101. The issue of dissolution is addressed by the terms of the Partnership Agreement,
which therefore governs any dissolution or attempted dissolution of Lite & Russell.
102. Russell maintains that pursuant to the provisions of the Partnership Agreement,
there has been no dissolution of Lite & Russell.
103. However, in the event that the arbiter determines that Lite & Russell has been
dissolved, then all provisions of Article VIII of the Partnership Agreement must be enforced.
PRAYER FOR RELIEF
WHEREFORE, based upon the foregoing, Russell respectfully requests an award as follows:
a) Judgment in favor of Russell on the First, Second, Third and Fourth Counterclaims asserted
against Lite in an amount to be proven in this arbitration;
b) On the Fifth Counterclaim, so long as Lite remains a Member of Lite & Russel, a permanent
injunction enjoining Lite—including his employees, agents and all others acting under his
direction and control—from:
18
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
i. soliciting individuals or entities who are clients of Lite & Russell, or otherwise
interfering in the relationship between Lite & Russell and said clients; and
ii. soliciting or encouraging any current employees of Lite & Russell to resign their
position or otherwise interfere with or disrupt the relationship between Lite &
Russell and any current employees; and
iii. making, or causing to be made, any payment of monies on behalf of Lite & Russell
to Porchia or Fernan relating to any compensation or fees concerning case currently
or previously handled by Lite & Russell; and
iv. making, or causing to be made, any distribution or payment of funds out of any Lite
& Russell IOLA Accounts, without prior approval of the distribution or payment
by Russell; and
c) On the Sixth Counterclaim, declaring that all provisions of Article VIII of the Partnership
Agreement are to be enforced, should the arbiter determine that Lite & Russell has been
dissolved; and
d) Such other and further relief deemed just and proper, with costs, attorneys’ fees, and
disbursements.
Dated: Islandia, New York
March 10, 2024 Respectfully submitted,
LEWIS JOHS AVALLONE AVILES, LLP
By: /s/ Michael J. Del Piano
Michael J. Del Piano
Joshua S. Sprague
1377 Motor Parkway, Suite 400
Islandia, New York 11749
(631) 755-0101
mjdelpiano@lewisjohs.com
jssprague@lewisjohs.com
19
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
Of Counsel:
Brittany A. Russell
700 Broadway
New York, New York 10003
(212) 558-5500
Attorneys for Respondent-Counterclaimants
20
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024
EXHIBIT A
FILED: SUFFOLK COUNTY CLERK 03/10/2024
02/22/2024 09:56
11:46 PM
AM INDEX NO. 606042/2024
604576/2024
NYSCEF DOC. NO. 3
7 RECEIVED NYSCEF: 03/10/2024
02/22/2024
AGREEMENT
AGREEMENT TO
TO FORM
FORM LAW
LAW PARTNERSHIP
PARTNERSHIP
PARTNERSHIP
PARTNERSHIP AGREEMENT
AGREEMENT OF
OF
LITE
LITE & RUSSELL
& RUSSELL
THIS
THIS PARTNERSHIP
PARTNERSHIP AGREEMENT
AGREEMENT is
is entered
entered into
into and
and is
is effective
effective as
as
. of
of the
the 1st
1st day
day of
of October,
October, 1994,
1994, by
by and
and between
between JUSTIN
JUSTIN N.
N. LITE
LITE and
and
FRANK
FRANK S.
S. RUSSELL
RUSSELL (hereinafter
(hereinafter collectively
collectively the
the "Partners")
"Partners") with
with
reference
reference to
to the
the following
following facts:
facts:
WHEREAS,
WHEREAS, JUSTIN
JUSTIN N.
N. LITE,
LITE, ESQ.
Preview
FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 AMERICAN ARBITRATION ASSOCIATION ----------------------------------------------------------------------X In the Matter of the Arbitration Between Case No. 01-24-00007972 JUSTIN N. LITE ANSWER WITH COUNTERCLAIMS Claimant, - against - FRANK S. RUSSELL, Respondent, ----------------------------------------------------------------------X FRANK S. RUSSELL, individually, and derivatively on behalf of LITE & RUSSELL, PLLC Counter-Claimant, - against - JUSTIN N. LITE, Counter-Respondents, ----------------------------------------------------------------------X Respondent-Counterclaimant Frank S. Russell (“Russell” or “Respondent”), both individually and derivatively on behalf of Lite & Russell, PLLC (“Lite & Russell”), through its attorneys, for its claims against Respondent Justin N. Lite (“Lite”), alleges as follows: GENERAL DENIAL 1. Pursuant to Rule R-5 of the Commercial Rules of the American Arbitration Association, Frank S. Russell generally denies all claims and allegations set forth in Claimant’s Statement of Claim except admits that the parties are members/partners of Lite & Russell, PLLC and that the Partnership agreement dated October 1, 1994 governs the FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 operation of Lite & Russell, including Russell and Lite’s respective rights as the only members of Lite & Russell. NATURE OF PROCEEDING 2. Russell has brought counterclaims in this proceeding to hold Lite responsible for his ongoing and pervasive violations of the fiduciary duties he owes to Lite & Russell, PLLC (“Lite & Russell”)—a law firm in which Russell and Lite are the only two members—through his engagement in subversive efforts that are intended to undermine the business of Lite & Russell in favor of a new firm formed by Lite along with two former non-member attorneys of Lite & Russell: John M. Porchia III (“Porchia”) and Jaren M. Fernan (“Fernan”). 3. Lite, Porchia, and Fernan, along with several support staff of Lite & Russell— including Annmarie Maffetone (“Maffetone”), Deborah Evans (“Evans”), Allison Igneri (“Igneri”) and Christina Albertelli (“Albertelli”)—are engaged in a calculated scheme whose purpose has been to conduct a large-scale raid of Lite & Russell’s clients and employees. 4. Lite and his Co-Conspirators’ scheme involved the formation of the competing Firm known as Lite, Porchia and Fernan PLLC (“New Firm”) and/or John M. Porcha, III, Esq., P.C. (“Porchia P.C.”)—all of which occurred surreptitiously while Lite has been and remains a member of Lite & Russell, and the other individuals, Porchia, Fernan, Maffetone, Evans, Igneri and Albertelli remained employed by Lite & Russell. 1 5. Lite’s brazen conduct in contravention of the best interests of Lite & Russell, includes formation of the competing law firm; dishonestly asserting in a text message to Russell that he had not yet created a new firm, while knowing full well that he had already formed and 1 Porchia, Fernan, Maffetone, Evans, Igneri and Albertelli are hereinafter collectively referenced as “Co- Conspirators.” A separate litigation has been filed in Supreme Court, Suffolk County against the Co-Conspirators, New Firm and Porchia P.C., none of whom are subject to the arbitration clause discussed further herein. 2 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 filed incorporating documents for New Firm on February 16, 2024; improperly utilizing Lite & Russell files to advance his new association with Porchia and Fernan; offering Lite & Russell employees jobs at New Firm; and soliciting Lite & Russell clients on behalf of his new association with Porchia and Fernan, and encouraging the Co-Conspirators to do the same, thereby undermining the financial viability of Lite & Russell. 6. In addition, such conduct by Lite violates the explicit provisions of the Partnership Agreement, dated October 1, 1994 (“Partnership Agreement”) entered into by Russell and Lite, that governs the operation of Lite & Russell, including Russell and Lite’s respective rights as the only members of Lite & Russell. A true and accurate copy of the Partnership Agreement is attached as Exhibit “A.” 7. For these reasons, and others described herein, Lite has willfully and in bad faith breached his contractual and fiduciary duties owed to Lite & Russell for which he must be held accountable. PARTIES 8. Claimant Frank S. Russell is an individual who resides in Suffolk County and a member of Lite & Russell. 9. Lite & Russell is a domestic professional services limited liability company doing business in the State of New York with its principal place of business in Suffolk County. 10. Respondent Justin N. Lite is an individual who resides in Suffolk County and is a member of Lite & Russell. Lite is also now a member of the New Firm and/or Porchia P.C., along with Porchia and Fernan. 3 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 JURISDICTION 11. Both Lite and Russell acknowledge that the Partnership Agreement continues to govern the operation of Lite & Russell, including both of their respective rights as the only members of Lite & Russell. 12. Pursuant to ¶ 8.3 of the Partnership Agreement, Lite and Russell have agreed to resolve “any controversy or claim arising out” of the Partnership Agreement, that cannot be settled between Lite and Russell, in arbitration to take place in Suffolk County, and to be governed by the rules of the American Arbitration Association. STATEMENT OF FACTS A. Formation of Lite & Russell and The Growth of its Personal Injury Practice 13. Russell and Lite formed a partnership, known as Lite & Russell, on October 1, 1994, pursuant to a Partnership Agreement of that same date. 14. Russell and Lite were and remained the sole partners of Lite & Russell. 15. In early 2010, Lite & Russell reorganized as a professional service limited liability company, thereafter known as Lite & Russell, PLLC. 16. Lite and Russell were the only members and remain the only members of Lite and Russell. 17. Both Lite and Russell acknowledge that the Partnership Agreement continues to govern the operation of Lite & Russell, including both of their respective rights as the only members of Lite & Russell. 18. Since Lite & Russell’s inception, Russell has functioned as the managing partner and chief financial officer, responsible for the financial operations of the firm. 4 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 19. Lite and Russell, during its thirty-year history, has built a strong personal injury practice, which was developed and at all times managed by Russell. 20. In 2023, the firm had approximately $5,000,000.00 in revenue, approximately 95% of which was revenue coming from personal injury cases managed by Russell, and only 5% of which came from trust and estate planning matters and real estate managed by Lite. 21. Prior to March 6, 2024, Lite & Russell had approximately 800 active personal injury files. 22. Prior to March 2024, Lite & Russell employed three associate attorneys and twenty support staff, including Porchia and Fernan as associate attorneys, and Maffetone, Evans, Igneri and Albertelli as support staff. B. Lite Forms Competing Law Firm Lite, Porchia & Fernan PLLC 23. By no later than late January/early February 2024, Lite and the Co-Conspirators began laying the groundwork for a raid of Lite & Russell’s clients and employees, including planning the formation of a new law firm to be made up of attorneys and support staff of Lite & Russell. 24. Upon information and belief, the purpose for forming a new law firm was to directly compete with Lite & Russell, and to induce Lite & Russell’s clients to change representation to New Firm, which would ultimately lead to the destruction of Lite & Russell as a firm. 25. Indeed, it was Lite and the Co-Conspirators’ intention that New Firm would replace Lite & Russell, but without Russell, and, as Lite put it in communications with the Co- Conspirators, “continue to provide legal services” from the same location, and as we now know, to the same Lite & Russell clients who had been improperly solicited, all with Lite’s complicity. 5 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 26. Lite, Porchia and Fernan as the anticipated managing members of the new firm did not limit their scheming to themselves. Rather, in or around late January/early February at the latest, Lite, Porchia and Fernan directly involved several Lite & Russell employees in planning the formation of the new firm, and the subsequent scheme to improperly solicit clients and employees of Lite & Russell. All of this took place while Lite was a member of Lite & Russell and the Co- Conspirators within the employ of Lite & Russell. 27. For example, as early as February 4, 2023, Lite, Porchia and Fernan had determined that Evans would become New Firm’s office administrator/benefits coordinator. 28. In addition, on February 10, 2024, Lite wrote an email to Albertelli, copying Evans and Fernan, informing Albertelli that she would be “put in charge of advertising” at the new firm, which would replace Lite & Russell. Fernan responds back affirming the plan, which would include him assisting Albertelli with putting out public notices concerning New Firm. 29. On February 14, 2024, Lite instructed Albertelli to quickly form a new entity to be called “Lite, Porchia & Fernan PLLC.” Lite further notes that this is “kinda a rush,” and to “get it done discreetly.” 30. That same day, while working quickly and discreetly to form New Firm on behalf of Lite, Porchia and Fernan, Albertelli turned her thoughts to her new advertising role, writing to Lite and Porcha with an idea for advertising the new firm in several publications, with a proposed tag line of “Lite, Porchia & Fernan, formerly Lite & Russell PLLC. New name, same great service.” Lite responds by noting that he loves the proposed slogan, reflecting the intent of Lite and the Co-Conspirators to destroy and then replace Lite & Russell. 31. On or about February 16, 2024, Lite, Porchia and Fernan formed the new firm, Lite, Porchia & Fernan PLLC (“New Firm”), using Lite & Russell’s address as New Firm’s operating 6 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 address, as reflected in the Articles of Organization that are dated February 16, 2024, which were filed with the Department of State that same day. See Exhibit B, Certified Articles of Organization for Lite, Porchia & Fernan PLLC; See Exhibit C, New York State Department of State Entity Filing History for Lite, Porchia & Fernan PLLC. 32. Lite and the Co-Conspirators had received the EIN for New Firm a few days earlier, on February 15, 2024. C. Lite’s Actions in Contravention of the Interests of Lite & Russell 33. At the time New Firm was formed, which occurred without the knowledge of Russell, Lite remained a member of Lite & Russell, and the Co-Conspirators remained employees of Lite & Russell. 34. Despite the formation of New Firm on February 16, 2024, Lite deceitfully and dishonestly asserted in a text message to Russell that he had not yet created a new firm, and would only do so following the dissolution of Lite & Russell—while knowing full well that he, along with Porchia and Fernan, had already formed and filed incorporating documents for New Firm with the assistance of the other Co-Conspirators. 35. On Saturday February 18, 2024, Porchia informed Russell that he was going to be partners with Lite and Fernan, and that Russell would be losing his firm to the three of them. 36. In the early morning hours of February 19, 2024, Russell received an email from Porchia, in which, in addition to repeatedly disparaging Russell, Porchia acknowledged, while still employed by Lite & Russell, that he had formed a new law firm with Lite and Fernan, where he would now be a partner. (See Exhibit D, email from Porchia to Russell, dated Feb. 19, 2024 “Porchia Email”). 7 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 37. In that email, Porchia repeatedly refers to “my business,” “my clients,” and “my clientele,” despite the referenced clients and business being the clients and business of Lite & Russell, not of Porchia individually. 38. In response to learning of the formation of New Firm and receiving the disparaging and threatening email from Porchia in the early morning hours of February 19, 2024, Russell sent notices of termination to Porchia and to Fernan in the evening on February 19, 2024. 39. Further, on or around February 18, 2024, Maffetone resigned her position with Lite & Russell, informing Russell that she had accepted a position at New Firm. 40. Also on or about February 19, 2024, Igneri resigned her position with Lite & Russell, informing Russell that she had accepted a position at New Firm. 41. After receiving the notice of termination, Fernan sent a disparaging and cruel text message to Russell, stating that should Russell’s career as an attorney end “prematurely,” Russell would “always have an opportunity to clean my home—just as your mother did for my grandparents.” See Exhibit E, Feb. 19, 2024 text message from Fernan to Russell. 2 42. In addition, Lite immediately responded via text to Russell during the evening of February 19, 2024, pointing out to Russell that he could not terminate any employees unilaterally pursuant to the operative Partnership Agreement, which required unanimity between Russell and Lite. Lite thereafter instructed Porchia, Fernan, Maffetone and Igneri to immediately return to the office the next day, February 20, 2024, noting that they were “in fact not fired.” See Exhibit F, text message from Lite to Russell, at 9:44pm on February 19, 2024. 2 Fernan’s grandfather was the late Joseph Lite, Lite’s father, and a member of Lite & Lite, the firm that Lite was a member of prior to forming Lite & Russell. Upon information and belief, Justin has engaged in the deceitful acts set forth herein to give Russell’s equity in Lite & Russell to Fernan. Prior to the formation of Lite & Russell, Fernan is suggesting that Russell’s mother cleaned Joseph Lite’s home and that Russell could likewise clean his house if his legal career ended. 8 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 43. Lite has repeatedly acknowledged in writing to the Co-Conspirators and to third- parties that no Lite & Russell employees were terminated by Russell on February 19, 2024. 44. Maffetone and Igneri, despite accepting positions and beginning to work at New Firm, were immediately put back to work at Lite & Russell by Lite, so that he could continue to use them to subversively undermine the business of Lite & Russell in favor of Lite’s new association with Porchia and Fernan. 45. Further, despite the formation of New Firm, and despite Lite and the Co- Conspirators intending to induce Lite & Russell clients to leave in favor of Lite, Porchia, Fernan, New Firm and Porchia P.C., both Porchia and Fernan followed Lite’s instruction and continued their employment with Lite & Russell without interruption, appearing on behalf of Lite & Russell at depositions and court conferences, preparing legal documents, and completing other legal work on behalf of Lite & Russell clients, including ensuring disbursements of client funds. 46. Upon information and belief, the appearances and preparation of legal documents and/or disbursement of client funds by Porchia and Fernan continues through the date of the filing of this Answer with Counterclaims, either directly or indirectly through Lite and the other Co- Conspirators. 47. During this period that Lite remained a member of Lite & Russell, and the Co- Conspirators employees of the firm, Lite and the Co-Conspirators collectively engaged in a scheme to solicit current Lite & Russell clients and induce them to leave Lite & Russell in favor of Lite, Porchia, Fernan, and entities those three had formed, including New Firm and/or Porchia P.C. 48. These efforts included, upon information and belief, calling, emailing, and otherwise corresponding with said clients to confirm their allegiance to the individual attorneys 9 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 (e.g., Lite, Porchia and Fernan), and secure their commitment to leave Lite & Russell and join them in Lite, Porchia and Fernan’s new endeavor. 49. Indeed, as indicated in the Porchia Email, by February 19, 2024, Porchia had already spoken to a number of Lite & Russell clients, telling Russell that those clients are not “going with [Russell],” who was remaining at Lite & Rusell; indicating, upon information and belief, that Porchia had already convinced several clients to leave Lite & Russell in favor of Lite, Porchia and Fernan, at the competing firm they had created. 50. Further investigation has uncovered that as part of the ongoing and pervasive efforts by Lite and the Co-Conspirators to undermine Lite & Russell’s ongoing business, Lite and the Co- Conspirators have been working in concert to prepare consents to change attorney, which would direct clients from Lite & Russell—to whom all owed fiduciary duties, including the duty of loyalty—to New Firm, Porchia P.C., and to Porchia and Fernan individually. 51. We know that Lite was actively involved in these efforts to improperly solicit current Lite & Russell clients, and to have consents to change attorneys prepared as part of that process, all while the Co-Conspirators continued to work for Lite & Russell, due to Lite and the Co-Conspirators carelessly using Lite & Russell email to coordinate their nefarious conduct. 52. On February 21, 2024, upon information and belief, Fernan attended a deposition on behalf of Lite & Russell. 53. Pursuant to a February 21, 2024 email exchange between Lite, Fernan, Porchia, Evans, Maffetone and Richard Davolio, Esq., it is clear that in addition to attending the deposition, Fernan spent a portion of his day working “to secure consents to change attorney.” See Exhibit G, Feb. 21, 2024 email exchange between Lite, Fernan, Porchia, Evans, Maffetone and Richard 10 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 Davolio, Esq. It is evident that the securing referenced by Fernan refers to convincing Lite & Russell clients to leave Lite & Russell in favor of Lite, Porchia and Fernan’s new association. 54. As if that was not bad enough, Fernan convinced two current Lite & Russell employees—upon information and belief, Maffetone and Evans—to take time away from their work at Lite & Russell to assist with the improper solicitation of Lite & Russell clients and preparation of hundreds of consents to change attorney. 55. Maffetone and Evans nonetheless received their full Lite & Russell paychecks for the week in question, including covering the time they were working with Fernan to divert business away from Lite & Russell, their employer. 56. Despite the fiduciary duties he owes to Lite & Rusell, Lite at all times was aware of, involved in, and approving of this conduct, telling Fernan in that same email to “keep track” of whatever he pays out of pocket to the Lite & Russell employees who were helping to secure consents to change attorneys (noting that Lite, Porchia and Fernan will square up down the road). 57. Lite was attempting to cover up the time and resources of Lite & Russell that were being utilized to further Lite and the Co-Conspirators collective plot to destroy Lite & Russell by gutting it of its client base. 58. As additional evidence of Lite’s nefarious scheme to undermine his own firm, he and the Co-Conspirators worked together to prepare a consent to change attorney in a multi- million-dollar personal injury matter being handled by Lite & Russell and managed by Russell. 59. The consent to change attorney listed outgoing counsel as Lite & Russell and the incoming counsel as New Firm. 60. Unbeknownst to Russell, Lite and the Co-Conspirators had provided the consent to change attorney to plaintiffs in the case on or before February 20, 2024, as it was signed by one of 11 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 the plaintiffs and returned to Lite & Russell via a cover letter, dated February 20, 2024, and addressed to “Lite & Russell, PLLC” “Attn: John Porchia, Esq.” 61. The preparation and transmission of this consent to change attorney was all done utilizing Lite & Russell resources, including its employees, and without the knowledge of Russell, the attorney managing the personal injury matter. 62. Upon information and belief, Lite and the Co-Conspirators have purposefully misrepresented to these Lite & Russell clients that they are no longer represented by Lite & Russell, but rather by Lite, Porchia and Fernan, or by the entities formed by them, even though the consent to change attorney has never been filed and Lite & Russell is still attorney of record on the matter. 63. In addition, while still employed by Lite & Russell, upon information and belief, Lite, along with Porchia, and Fernan, began secretly recruiting other Lite & Russell employees to join New Firm, which they had already formed and were managing. Indeed, Maffetone and Igneri informed Russell that they had accepted offers to join New Firm, despite their continuing to work for Lite & Russell. 64. Lite’s actions included, upon information and belief, extending job offers to Lite & Russell employees, including promising specific salaries, promotions, pensions and other benefits. 65. Indeed, upon information and belief, Maffetone is currently working for Defendant Firm and/or Porchia P.C., and was subversively doing so while still employed by Lite & Russell. 66. On February 23, 2024, Maffetone again resigned her position at Lite & Russell. A subsequent further investigation revealed her participation in the scheme to divert clients to New Firm for the purpose of destroying the business of Lite & Russell, so that it could be replaced by New Firm, to the benefit of Lite and the Co-Conspirators. 12 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 67. Lite has also intentionally deviated from the process that Lite & Russell has had in place for thirty-years relating to the distribution of monies received from settlements or judgments of the personal injury cases managed by Russell. 68. Russell at all times has reviewed and approved all distributions made by the Firm relating to personal injury settlements or judgments. For the first time, while Lite and the Co- Conspirators work to gut Lite & Russell of all its clients, Lite has intentionally excluded Russell from the distribution process, a process with which Lite has little understanding. By doing so, Lite has put Lite & Russell at risk of improperly distributing funds out of its IOLA account through which all monies related to personal injury settlements or judgments flow. 69. Lite has unilaterally changed the process of distributing monies from the IOLA Account for the purpose of causing Porchia and Fernan to continue receiving payments form Lite & Russell, despite Porchia and Fernan’s wanton and faithless conduct that was intended to undermine and destroy Lite & Russell. 70. Lite and the Co-Conspirators are currently running their scheme out of 239 Highbie Lane, West Islip, New York, a building owned by Lite that is across the street from the Lite & Russell office. FUTILITY OF MAKING A DEMAND UPON LITE & RUSSELL 71. Any demand made by Russell upon Lite & Russell to bring suit against Lite to hold him liable for his willful tortious conduct, would clearly be futile. 72. Any action by Lite & Russell would require agreement by both Lite and Russell, as the only members of Lite & Russell and pursuant to the Partnership Agreement. 13 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 73. It is unfathomable that Lite is capable of making an impartial decision as to whether to bring suit against himself for his own tortious conduct, all of which was aimed at harming Lite & Russell. 74. It is evident that Lite would wrongfully refuse to permit Lite & Russell to bring the present proceeding against himself for his grossly wanton misconduct. FIRST CLAIM FOR RELIEF (BREACH OF FIDUCIARY DUTY - DERIVATIVE) 75. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 76. Lite owes Lite & Russell and its members fiduciary duties of care, loyalty and good faith because he is a member of Lite & Russell. 77. Lite willfully breached his duties to Lite & Russell, by, among other things, forming a competing law firm; dishonestly asserting in a text message to Russell that he had not yet created a new firm, while knowing full well that he had already formed and filed incorporating documents for New Firm on February 16, 2024; improperly utilizing Lite & Russell files to advance his new association with Porchia and Fernan; offering Lite & Russell employees jobs at New Firm; and soliciting Lite & Russell clients on behalf of his new association with Porchia and Fernan, and encouraging the Co-Conspirators to do the same, thereby undermining the financial viability of Lite & Russell. 78. By reason of the foregoing breaches of the fiduciaries duty Lite owes to Lite & Russell, as assisted by the Individual Defendants, Lite & Russell has been substantially damaged in an amount to be determined in this arbitration. SECOND CLAIM FOR RELIEF (BREACH OF CONTRACT) 79. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 14 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 80. Lite and Russell acknowledge that the terms of the Partnership Agreement govern the operation of Lite & Russell, including Russell and Lite’s respective rights as the only members of Lite & Russell. 81. ¶ 4.5 of the Partnership Agreement prohibits Lite and Russell from “render[ing] any legal services to any person or entity other than for and on behalf of [Lite & Russell].” 82. ¶ 6.6 of the Partnership Agreement prohibits Lite, absent Russell’s approval, from “engag[ing] in any income-producing activity which requires more than a nominal amount of time.” 83. Lite violated these provisions of the Partnership Agreement when Lite and the Co- Conspirators formed New Firm for the direct purpose of competing with Lite & Russell and undertook to induce clients to leave Lite & Russell in favor of in favor of Lite, Porchia, Fernan, and entities those three had formed, including New Firm and/or Porchia P.C. 84. By reason of the forgoing misconduct, Lite & Russell has been damaged in an amount to be determined during this arbitration. THIRD CLAIM FOR RELIEF (BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING) 85. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 86. Implicit in every contract, including the Partnership Agreement, is a covenant of good faith and fair dealing, such that Lite was obligated not to engage in conduct having the effect of destroying or injuring the right of Russell to receive the fruit of the contract. 87. Here, Lite failed to act in good faith with regard to the Partnership Agreement by taking actions intended to undermine the continuing operation and viability of Lite & Russell, including, among other things, improperly soliciting Lite & Russell employees to join a different 15 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 law firm, causing Lite & Russell to pay monies to Porchia and Fernan that they were not entitled to receive and purposefully causing the value of the partnership to be devalued, while at the same time enriching Lite himself. 88. All such actions by Lite had the effect of depriving Russell of his right to receive the benefits of the Partnership Agreement. 89. By reason of the forgoing misconduct, Russell has been damaged by in an amount to be determined during this arbitration. FOURTH CLAIM FOR RELIEF (TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS ADVANTAGE) 90. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 91. Lite, as a member of Lite & Russell, was at all relevant times aware of all clients of Lite & Russell and had access to sensitive client information. 92. Lite intentionally and tortiously interfered with Lite & Russell’s business relationships with its clients without reasonable justification or excuse by, among other things, conspiring to develop a competing business with the Co-Conspirators, actively soliciting current Lite & Russell clients and/or being complicit in the Co-Conspirators efforts to do the same. 93. Lite has done so, using dishonest, unfair and improper means, for the purpose of harming Lite & Russell. 94. As a result of Lites intentional interference with Lite & Russell’s business relationship with its clients, Lite & Russell has been damaged in an amount to be determined in this arbitration. FIFTH CLAIM FOR RELIEF (PERMANENT INJUNCTION) 95. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 16 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 96. By virtue of the facts set forth above, Respondent has demonstrated a likelihood of success on the merits of his several claims, including that Lite has breached fiduciary duties owed to Lite & Russell, breached several provisions of the Partnership Agreement and tortiously interfered with Lite & Russell’s business relationships with its clients. 97. Lite & Russell has and will continue to suffer irreparable harm, for which there is no adequate remedy of law, absent Lite being enjoined from continuing to participate in the improper solicitation of Lite & Russell clients and Lite & Russell employees, or making any payment to Porchia or Fernan relating to any case currently or previously handled by Lite & Russell. 98. The balance of the equities heavily favor Lite & Russell, as Lite owed fiduciary duties of care, loyalty and good faith because he is a member of Lite & Russell, duties which were willfully and in bad faith breached by Lite for the purpose of undermining the business of Lite & Russell. 99. By virtue of the facts set forth above, Russell is entitled to a permanent mandatory injunction prohibiting Lite, together with any agents or others acting under his direction or authority, from: a) soliciting individuals or entities who are clients of Lite & Russell, or otherwise interfering in the relationship between Lite & Russell and said clients; and b) soliciting or encouraging any current employees of Lite & Russell to resign their position or otherwise interfere with or disrupt the relationship between Lite & Russell and any current employees; and 17 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 c) making, or causing to be made, any payment of monies on behalf of Lite & Russell to Porchia or Fernan relating to any compensation or fees concerning cases currently or previously handled by Lite & Russell; and d) making, or causing to be made, any distribution or payment of funds from personal injury cases out of any Lite & Russell IOLA Accounts, without prior approval of the distribution or payment by Russell. SIXTH CLAIM FOR RELIEF (ALTERNATIVE RELIEF – ENFORCEMENT OF THE DISSOLUTION PROVISIONS OF THE PARTNERSHIP AGREEMENT) 100. Russell repeats and realleges all prior paragraphs as if set forth more fully herein. 101. The issue of dissolution is addressed by the terms of the Partnership Agreement, which therefore governs any dissolution or attempted dissolution of Lite & Russell. 102. Russell maintains that pursuant to the provisions of the Partnership Agreement, there has been no dissolution of Lite & Russell. 103. However, in the event that the arbiter determines that Lite & Russell has been dissolved, then all provisions of Article VIII of the Partnership Agreement must be enforced. PRAYER FOR RELIEF WHEREFORE, based upon the foregoing, Russell respectfully requests an award as follows: a) Judgment in favor of Russell on the First, Second, Third and Fourth Counterclaims asserted against Lite in an amount to be proven in this arbitration; b) On the Fifth Counterclaim, so long as Lite remains a Member of Lite & Russel, a permanent injunction enjoining Lite—including his employees, agents and all others acting under his direction and control—from: 18 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 i. soliciting individuals or entities who are clients of Lite & Russell, or otherwise interfering in the relationship between Lite & Russell and said clients; and ii. soliciting or encouraging any current employees of Lite & Russell to resign their position or otherwise interfere with or disrupt the relationship between Lite & Russell and any current employees; and iii. making, or causing to be made, any payment of monies on behalf of Lite & Russell to Porchia or Fernan relating to any compensation or fees concerning case currently or previously handled by Lite & Russell; and iv. making, or causing to be made, any distribution or payment of funds out of any Lite & Russell IOLA Accounts, without prior approval of the distribution or payment by Russell; and c) On the Sixth Counterclaim, declaring that all provisions of Article VIII of the Partnership Agreement are to be enforced, should the arbiter determine that Lite & Russell has been dissolved; and d) Such other and further relief deemed just and proper, with costs, attorneys’ fees, and disbursements. Dated: Islandia, New York March 10, 2024 Respectfully submitted, LEWIS JOHS AVALLONE AVILES, LLP By: /s/ Michael J. Del Piano Michael J. Del Piano Joshua S. Sprague 1377 Motor Parkway, Suite 400 Islandia, New York 11749 (631) 755-0101 mjdelpiano@lewisjohs.com jssprague@lewisjohs.com 19 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 Of Counsel: Brittany A. Russell 700 Broadway New York, New York 10003 (212) 558-5500 Attorneys for Respondent-Counterclaimants 20 FILED: SUFFOLK COUNTY CLERK 03/10/2024 09:56 PM INDEX NO. 606042/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/10/2024 EXHIBIT A FILED: SUFFOLK COUNTY CLERK 03/10/2024 02/22/2024 09:56 11:46 PM AM INDEX NO. 606042/2024 604576/2024 NYSCEF DOC. NO. 3 7 RECEIVED NYSCEF: 03/10/2024 02/22/2024 AGREEMENT AGREEMENT TO TO FORM FORM LAW LAW PARTNERSHIP PARTNERSHIP PARTNERSHIP PARTNERSHIP AGREEMENT AGREEMENT OF OF LITE LITE & RUSSELL & RUSSELL THIS THIS PARTNERSHIP PARTNERSHIP AGREEMENT AGREEMENT is is entered entered into into and and is is effective effective as as . of of the the 1st 1st day day of of October, October, 1994, 1994, by by and and between between JUSTIN JUSTIN N. N. LITE LITE and and FRANK FRANK S. S. RUSSELL RUSSELL (hereinafter (hereinafter collectively collectively the the "Partners") "Partners") with with reference reference to to the the following following facts: facts: WHEREAS, WHEREAS, JUSTIN JUSTIN N. N. LITE, LITE, ESQ.