Order/Judgment 655969/2019 (Dmitry Lipskerov v. Milena Adamian)
Russo PLLC successfully defeated a motion for summary judgment in lieu of complaint brought by Dimitry Lipskerov against Milena Adamian to recover money based upon an alleged loan agreement. Ms. Adamian argued that the Summary process was inappropriate given the need for extrinsic evidence and that there was no amount due to Mr. Lipskerov because he had not given consideration for the promise which had been secured through harassment. The note presented to the court was insufficient on its face to support a judgment and Mr. Lipskerov improperly resorted to extrinsic evidence to prove the debt. Ironically, the extrinsic evidence submitted in and of itself proved that the Mr. Lipskerov had not loaned Ms. Adamian any money; rather, he had convinced a separate business venture to co-invest $515,000.00 with Ms. Adamian into another distinct start-up venture. After oral argument, the Honorable Nancy Bannon denied the motion and dismissed the action holding that the claim was not appropriate for the summary procedure. To see the decision click here.
TransPerfect Global, Inc. v. Lionbridge Technologies, Inc. and H.I.G. Middle Market, LLC, Case 19cv03283 (DLC)
Russo PLLC defeated H.I.G.’s and Lionbridge’s motion to dismiss TransPerfect’s lawsuit seeking $300 million in damages for misappropriation and use of trade secrets, fraud, breach of contract, unjust enrichment and unfair competition. Allowing 8 of 10 claims to proceed to discovery against both defendants, Justice Denise Cote of the United States District Court for the Southern District of New York ruled that the complaint adequately detailed items qualifying as trade secrets and the measures that TransPerfect had taken to secure the information. At the core of the case is the allegation that H.I.G. was bidding to buy TransPerfect with falsely high bids to be permitted to remain in the auction with the intent to gain access to trade secrets for its portfolio company Lionbridge. Lionbridge then allegedly used those trade secrets to unfairly compete. Judge Cote specifically took note of the fact that Lionbridge was a not a party to the confidentiality agreements signed by H.I.G. to participate in the auction but was given access to the documents H.I.G. downloaded from the data room. To see the decision, click here.
Cypress Partners LLC, v. Philip R. Shawe et al, Index No. 654101/2018 – JAMS Arbitration
Russo PLLC won a full dismissal on the merits for Philip Shawe after an evidentiary hearing in a court-compelled arbitration against Cypress Partners, LLC. The panel of three arbitrators rejected Cypress’ breach of contract claim for an investment banking success fee on the ground that the retention agreement presented by the bankers did not concern the “transaction” in which Mr. Shawe purchased Elizabeth Elting’s shares of TransPerfect Global, Inc. The panel rejected Cypress’ claim for attorneys’ fees pursuant to the retainer’s indemnification addendum finding that the cited provision was intended to cover disputes between third parties, not the parties to the contract. To see the decision, click here. The arbitration award was confirmed by the Supreme Court of New York, New York County.
In re: TransPerfect Global, Inc., C.A. No. 9700-CB
Russo PLLC guided TransPerfect and Philip Shawe in the vacatur of fee orders improperly obtained by Custodian Robert Pincus and Skadden Arps and, more importantly, their quest for previously elusive billing detail allegedly supporting the amounts that the court appointed officer sought directly from TransPerfect. Having positioned the battle in the public eye, the team led by Russo PLLC focused on the lack constitutional due process then-existing in the “procedures” that had been established by the Delaware Chancery Court at the request of Skadden Arps. Ironically, the Custodian and his counsel sought to hold TransPerfect and Mr. Shawe in contempt for demanding to see the bills before having to pay them. Much to the Custodian’s surprise, Chancellor Bouchard (under the watchful eye of the press and public) yielded to the clear precedent on the subject, effectively vacating the fee orders, compelling Skadden Arps to produce its bills, and establishing a procedure going forward to challenge the bills on proper notice. Given the extraordinary amount of influence wielded by Skadden Arps in Delaware and Chancellor Bouchard, this result was a significant victory and a first step towards transparency. For additional information, click here and here.
UPDATE: Under Russo PLLC’s direction locally admitted attorneys for TransPerfect successfully challenged Skadden Arps’ unreasonably broad interpretation of a court-ordered confidentiality agreement governing the production and challenges to the law firm’s bills. The Delaware Chancery Court agreed that the redactions demanded by Skadden Arps were unreasonable and out of compliance with the court rule which favors transparency. It also gave mediator former Chancellor William Chandler the authority to show Skadden Arp’s bills to whomever he believes is appropriate in connection with the ongoing mediation first suggested by Skadden Arps. To see the decision click here.
In re: TransPerfect Global, Inc., C.A. No. 9700-CB
Russo PLLC successfully led a handpicked legal team defending TransPerfect Global Inc. and its owner Philip Shawe to victory in a legal challenge brought by former founder and co-CEO Elizbeth Elting in the Delaware Chancery Court to recover attorneys’ fees under a claim of indemnification. TransPerfect and Mr. Shawe defended the motion on the grounds that it was both filed improperly in violation of due process protections, and Ms. Elting had forfeited her right to indemnification based upon her refusal to allow them to conduct and direct a defense as indemnitors. In dismissing the application, the Chancery court recognized that the theories presented by TransPerfect and Mr. Shawe appeared meritorious and that they likely would disqualify part of the fees sought by Ms. Elting as well as entitle Mr. Shawe to an offset for a retainer previously paid. Ms. Elting did not appeal the ruling. For additional information, click here.
Gardner v. Cantor Fitzgerald Europe, Index No. 650739/2018
In a precedent setting case, Russo PLLC successfully prosecuted a motion to compel arbitration for its client against Defendants Cantor Fitzgerald Europe (“CFE”). Justice Barry Ostrager of the New York Supreme Court, Commercial Division, found that CFE, like its sister company Cantor Fitzgerald Investment Advisors, L.P., were bound by the provisions of their corporate dispute resolution policy and the employment agreement which required parties to arbitrate before the Financial Industry Regulatory Authority (“FINRA”). As a result, the London-based entity of Cantor Fitzgerald L.P. will be subject to the jurisdiction of FINRA in New York. To read the decision, click here.
The Appellate Division First Department dismissed CFE’s appeal.
In re: TransPerfect Global, Inc., C.A. No. 9700-CB (Chancery Court, Delaware)
Russo PLLC successfully guided Philip Shawe to victory in the Delaware Chancery Court after that court had for the first time in history ordered the draconian remedy of a forced sale of a successful private company against the wishes of half of the shareholders. With Martin Russo serving as the chief strategist, Russo PLLC and a team of exceptional co-counsel from other firms navigated past the negative allegations made by Elizabeth Elting and secured approval of the sale of TransPerfect Global, Inc. to Mr. Shawe. The irony of the case noted by Chancellor Bouchard is that “the undercurrent of [Ms. Elting’s] opposition [to approval of the sale which she requested] reflects an apparent, deep-seated frustration with the fact that the winner of the auction was Shawe….” TransPerfect is the largest translation services company in the world with revenues exceeding $600 million. To read the decision, click here.
Mutual Benefits Offshore Fund, Ltd v. Zeltser, et al., Index No. 650438/2009 (Sup. Ct. N.Y. Cty, Commercial Division)
Russo PLLC won summary judgment for Mutual Benefits Offshore Fund, Ltd., in this action to recover approximately $4.3 million in attorney escrowed funds wrongfully taken by the Defendants. Justice Marcy Friedman of the New York Supreme Court, Commercial Division, found without trial that Defendants Emanuel Zeltser and his law firm misappropriated client funds and that judgment was appropriate for breach of fiduciary duty, conversion and unjust enrichment. The Court also granted Plaintiff’s motion to permit the release to MBOF of $7 million held in a joint escrow account. To read the decision, click here.
Little Rest Twelve, Inc. v. Zajic, et al., Index No. 650209/2010 (Sup. Ct., N.Y. Cty., Commercial Division)
Russo PLLC won summary judgment for Little Rest Twelve, Inc., against Defendants Nina Zajic and David Kay for approximately $3.7 million they misappropriated from a restaurant which once operated as the renowned Buddha Bar in the Meatpacking District of Manhattan. Justice Marcy Friedman of the New York Supreme Court, Commercial Division, found without trial that Zajic breached her fiduciary duties in violation of Business Corporation Law 720, and that she and her nephew David Kay (a “manager”) were unjustly enriched at Plaintiff’s expense. The Court further issued a permanent injunction against Defendants and barred them from interfering with the business of the Company. To read the decision, click here.