FILED: NEW YORK COUNTY CLERK 12/28/2011 INDEX NO /2011 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/28/2011

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1 FILED: NEW YORK COUNTY CLERK 12/28/2011 INDEX NO /2011 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/28/2011 Supreme Court of the State of New York County of New York X Index No /2011 SREENIVASS REDDY GADE, JAISRIKAR LLC, and Electronic Filing Case JAISRIKAR2, INC., ANSWER AND COUNTERCLAIM Plaintiff(s) against MOHAMMED M. ISLAM, TRINGLE FOOD CORP., TRINGLE TWO FOOD CORP., et al, Defendant(s) X Defendants Mohammed M. Islam, Tringle Food Corp., and Tringle Two Food Corp., by their attorney Ricardo R. Morel, Esq., as and for an Answer and Counterclaim to the Complaint as Amended in the above captioned matter, state the following upon personal knowledge, and upon information and belief on the basis of interview with parties and witnesses, as well as papers on file, and as to such matters, believe them to be true: 1. Deny information sufficient to admit or deny the truth or falsity of allegations contained under Paragraphs 1" through 3" of the Complaint. 2. Deny any liability or involvement under Paragraph 4" of the complaint pertaining to Plaintiff s separate action or actions against others under separate Index Number. 3. Admit the allegations contained under Paragraphs 5" through 10" of the complaint. 4. Deny information sufficient to admit or deny the truth or falsity of allegations contained under Paragraph 11" of the complaint. 5. Deny information sufficient to admit or deny the truth or falsity of allegations -1-

2 contained under Paragraph 12" of the complaint. 6. Admit the allegations under Paragraphs 13" and 14" of the complaint. 7. Deny the allegations contained under Paragraph 15" of the complaint. 8. Admit the allegations under Paragraphs 16" and 17" of the complaint. 9. Deny the allegations contained under Paragraph 18" of the complaint. Satisfactory payment was made pursuant to the agreement of the parties. 10. Deny the allegations under Paragraph 19" of the complaint, regarding repeated demands for payment. In fact, payment was deemed made in full by plaintiff, who waived any further payments. 11. Deny the allegations contained under Paragraph 20" of the complaint and put Plaintiff to production and proof of any such agreement. 12. Deny the allegations contained under Paragraph 21" of the complaint. 13. Deny the allegations under Paragraphs 22" through 25" of the complaint. 14. Deny the allegations under Paragraph 26" of the complaint. 15. Admit the allegation under paragraph 27" of the complaint. 16. Deny any liability for actions alleged against deceased attorney under paragraph 28" of the complaint. 17. Deny any liability for actions alleged against deceased attorney under paragraph 29" of the complaint. Defendants or their attorneys had no duty to represent the interests of plaintiffs as plaintiffs allege. Any deficient representation is more appropriately addressed to plaintiff s attorneys, not defendants. 18. Deny the allegations contained under paragraphs 30" and subparagraphs -2-

3 thereunder through 32" of the complaint. 19. Deny information sufficient to admit or deny the truth or falsity of allegations contained under Paragraph 33" through 37" of the complaint. 20. Deny any liability or fault under First Count of the complaint. 21. Deny the allegations under paragraphs 39" and 40" of the complaint. 22. Deny any liability or fault under Second Count of the complaint. 23. Deny the allegations under paragraphs 41" through 43" of the complaint. 24. Deny any liability as alleged under Third Count of the complaint. 25. Deny any liability as alleged under Fourth Count of the complaint. 26. Deny any liability as alleged under Fifth Count of the complaint. 27. Deny any liability as alleged under Sixth Count of the complaint. 28. Deny any liability as alleged under Seventh Count of the complaint; and alternatively deny sufficient information to admit or deny the truth or falsity of the said allegations. 29. Deny allegations upon which demanded relief is premised, and aver that plaintiffs are not entitled to the relief demanded in the complaint. FIRST AFFIRMATIVE DEFENSE 30. Defendants repeat and reallege the foregoing under paragraphs 1 through 29, as if 31. Plaintiffs fail to state a cause of action against defendants upon which relief may be properly granted. SECOND AFFIRMATIVE DEFENSE -3-

4 32. Defendants repeat and reallege the foregoing under paragraphs 1 through 31, as if 33. Plaintiffs agreed to accept Defendants assumption of taxes, liens and other expenses as completion of payment for the transfer of the business as alleged. Defendants in fact made such payments. No demands for payment were made as alleged, and in fact, Plaintiffs waived any further payment. THIRD AFFIRMATIVE DEFENSE 34. Defendants repeat and reallege the foregoing under paragraphs 1 through 33, as if 35. Plaintiff Gade indicated in writing that Defendant Islam had made payment in full for the transfer of the business as alleged, and indicated to third parties that money held in escrow as part of said payment should be released and returned to Defendant. This contradicts Plaintiffs allegation now that Defendants owe any money. The said allegations are clearly in reaction to a lawsuit involving other parties, and clearly seeks leverage in the said lawsuits, improperly and fraudulently seeking unwarranted relief from defendants herein. COUNTERCLAIM 36. As and for a Counterclaim against plaintiffs Sreenisvass Reddy Gade ( Gade ), Jaisrikar LLC ( LLC ) and Jaisrikar2, Inc. ( Inc. ), Defendants allege the following: First Count Breach of Contract by Gade 37. Defendants repeat and reallege the foregoing under paragraphs 1 through 36, as if -4-

5 38. Plaintiff Gade promised to transfer the businesses as alleged in the complaint to Defendants; and Defendants agreed to pay an agreed-upon price. This price included the assumption of certain expenses for which Plaintiff was liable. 39. Defendant Islam paid the agreed-upon sums under the conditions agreed upon. 40. After such payments were made by Defendants, Plaintiffs now come forward with claims which are false, in bad faith, and in clear breach of the agreement. 41. By his acts and omissions as aforesaid, Plaintiff Gade has breached its contract with Islam, LLC and Inc. 42. As a result of such breach, Islam, LLC and INC have suffered damages to be determined, for which damages Gade is liable. Second Count Breach of Contract by LLC 43. Defendants repeat and reallege the foregoing under paragraphs 1 through 42, as if 44. Plaintiff LLC promised to transfer the businesses as alleged in the complaint to Defendants; and Defendants agreed to pay an agreed-upon price. This price included the assumption of certain expenses for which Plaintiff was liable. 45. Defendants Islam, paid the agreed-upon sums under the conditions agreed upon. 46. After such payments were made by Defendants, Plaintiffs now come forward with claims which are false, in bad faith, and in clear breach of the agreement. 47. By his acts and omissions as aforesaid, Plaintiff LLC has breached its contract with Islam, Tringle Food Corp and Tringle Two Food Corp. -5-

6 48. As a result of such breach, defendants Islam, Tringle and Tringle Two have suffered damages to be determined, for which damages LLC is liable. Third Count Breach of Contract by INC 49. Defendants repeat and reallege the foregoing under paragraphs 1 through 49, as if 50. Plaintiff INC promised to transfer the business as alleged in the complaint to Defendants; and Defendants agreed to pay an agreed-upon price. This price included the assumption of certain expenses for which Plaintiff was liable. 51. Defendants Islam and Tringle paid the agreed-upon sums under the conditions agreed upon. 52. After such payments were made by Defendants, Plaintiff now comes forward with claims which are false, in bad faith, and in clear breach of the agreement. 53. By its acts and omissions as aforesaid, Plaintiff INC has breached its contract with Islam, Tringle Food Corp and Tringle Two Food Corp. 54. As a result of such breach, defendants Islam, Tringle and Tringle Two have suffered damages to be determined, for which damages INC is liable. Fourth Count Consumer Fraud and Common Law Fraud by Gade 55. Defendants repeat the allegations under paragraphs 1 through 54 as if more fully set forth herein. 56. Plaintiff Gade made promises to Defendants which plaintiff knew to be false at the -6-

7 time he made them, in order to transfer a business and obtain benefit therefrom under false pretenses. 57. The conduct of Gade as set forth above constitutes consumer fraud pursuant to New York General Business Law Section 349, as well as common law fraud. 58. Pursuant to New York General Business Law Section 349(h), defendants are entitled to recover, in addition to their actual damages, reasonable attorney s fees from Gade. 59. As a result of the unlawful conduct of Gade as set forth above, Defendants are entitled to recover compensatory damages, in an amount to be determined, punitive damages, as well as counsel fees and expenses. Fifth Count Fraud by inducement by Gade 60. Defendants repeat the allegations contained under paragraphs 1 through 59 as if more 61. As admitted by plaintiffs in their complaint, plaintiff Gade promised to transfer the said businesses as alleged to Islam, Tringle and Tringle Two, in exchange for Defendants promise to pay plaintiff the selling price, which included assumption by defendants of outstanding taxes, liens and other expenses for which plaintiffs were liable. 62. The representations of Gade were false, as shown by plaintiff s instant action. Plaintiff did not intend to transfer the said businesses under the agreed conditions, but instead intended that defendants assume plaintiff s liabilities. 63. Gade made false representations to defendants, knowing that such representations were false at the time they were made, and these representations were made only with the -7-

8 intention to induce defendants to enter into the business transaction, to their detriment. 64. As part of the fraudulent inducement, Gade presented Islam with financial information indicating that the businesses were profitable. In fact, he concealed the fact that they were not profitable at all, but saddled with losses. Such misrepresentations were relied upon by defendants to enter into the transaction, to defendants detriment. 65. Islam deposited $100, (One Hundred Thousand Dollars) with plaintiff s attorneys in escrow. 66. Gade contacted plaintiff s attorneys and directed that the said deposit be returned to Islam, since payment had been made in full in light of the assumed debts. 67. The same was a sham, and the money was not returned to Islam, despite repeated requests over the past two years. 68. The said actions by plaintiffs have caused defendants to incur damages, in an amount to be determined. WHEREFORE, defendants Islam, Tringle and Tringle Two demand judgment against plaintiffs in an amount to be determined, but at least $1,000, (One Million) Dollars on each of the counts herein. Dated: December 10, 2011 S/ Ricardo R. Morel, Esq. 6 Soulice Place New Rochelle, NY (212) Esquire1998@gmail.com -8-