FILED: NEW YORK COUNTY CLERK 08/30/ :20 AM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/30/2016

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1 FILED: NEW YORK COUNTY CLERK 08/30/ :20 AM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/30/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK SUNSHINE DIAMONDS LLC, SHINE CREATIONS INTERNATIONAL LLC, ASTER JEWELS INC., STAR ASIA, INC., -against- Plaintiffs, D.C. GROUP, INC. (D/B/A UNIQUE SETTINGS OF NEW YORK), OZAN EKMEL ANDA, DURSUN KOCAK, MEER ENTERPRISES LLC, Defendants. To The Above-Named Defendants: X X Index No.: Date Purchased: Plaintiffs designates New York County as place of trial SUMMONS The basis of venue is: Address of all Plaintiffs You hereby summoned to answer the verified complaint in this action and to serve a copy of your answer, or, if the verified complaint is not served with this summons, to serve a notice of appearance, on the Plaintiffs Attorneys within twenty (20) days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: August 30, 2016 New York, New York Mitchell R. age, Esq. Kasowitz A enson Torres & Friedman LLP 1633 B way New York, NY (212) Attorney for Plaintiffs SUNSHINE DIAMONDS, LLC, SHINE CREATIONS INTERNATIONAL LLC, ASTER JEWELS INC., STAR ASIA, INC. TO: D.C. GROUP, INC. (D/B/A UNIQUE SETTINGS OF NEW YORK), OZAN EKMEL ANDA, DURSUN KOCAK, MEER ENTERPRISES LLC 1 of 10

2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK SLTNSIIINE DIAMONDS LLC, SHINE CREATIONS INTERNATIONAL LLC, ASTER JEWELS INC., STAR ASIA, INC., X Plaintiffs, Index No.: -against- VERIFIED COMPLAINT D.C. GROUP, INC. (D/B/A UNIQUE SETTINGS OF NEW YORK), OZAN EKMEL ANDA, DURSUN KOCAK, MEER ENTERPRISES LLC, Defendants. Plaintiffs Sunshine Diamonds LLC, Shine Creations International LLC, Aster Jewels Inc., Star Asia, Inc. ("Plaintiffs"), by and through their attorneys, Kasowitz, Benson, Torres & Friedman LLP, complaining of defendants D.C. Group, Inc. (d/b/a Unique Settings of New York), Ozan Ekmel Anda, Dursun Kocak, and Meer Enterprises, LLC ("Defendants"), allege as follows: NATURE OF THE ACTION 1. This action arises out of Defendants' unlawful failure to meet their payment obligations to Plaintiffs. 2. Plaintiffs agreed to sell diamonds and color gemstones to Defendants for a specific price (the "Agreements") and transferred the stones to Defendants pursuant to the Agreements. 3. Plaintiffs have sent invoices requesting payment pursuant to the Agreements to Defendants in the amount of $2,303, ("Unpaid Invoices") 2 of 10

3 4. Defendants did not object to the invoices Plaintiffs sent. To the contrary, Defendants have sent confirmatory correspondence that acknowledges that Defendants have an outstanding balance with Plaintiffs pursuant to the Agreements. 5. Although Plaintiffs have fully performed under the Agreements and duly demanded payment on the Unpaid Invoices for the diamonds and color gemstones Plaintiffs delivered, Defendants have unjustifiably refused to remit payment. 6. By failing and refusing to remit payment to Plaintiffs, Defendants have breached their contractual obligations and violated New York common law. Plaintiffs are entitled to the Unpaid Invoices in the amount of $2,303,985.58, together with interest and costs. PARTIES 7. Plaintiff SunShine Diamonds LLC ("SunShine Diamond") was and is a New York corporation with its principal place of business at 36 W. 44th Street, Suite 1020, New York, New York Plaintiff Shine Creations International LLC ("Shine Creations") was and is a New York corporation with its principal place of business at 36 W. 44th Street, Suite 1020, New York, New York Plaintiff Aster Jewels Inc. ("Aster") was and is a New York corporation with its principal place of business at 36 W. 47th Street, Suite 811, New York, New York Plaintiff Star Asia, Inc. ("Star Asia") was and is a New York corporation with its principal place of business at 580 Fifth Ave., Suite 101, New York, New York Defendant D.C. Group, Inc. d/b/a Unique Settings of N.Y. ("Unique"), was and is a New York corporation with its principal place of business at th Ave., Fl. 2, Long Island City, New York of 10

4 12. Defendant Meer Enterprises LLC ("Meer") was and is a New York corporation with its principal place of business at 22 West 48th Street, Suite 1201, New York, NY Upon information and belief, Defendants Ozan Ekmel Anda and Dursun Kocak are residents of New Jersey and are the principal shareholders in Unique (the "Unique Shareholders") JURISDICTION AND VENUE 14. Personal jurisdiction over Defendants is proper pursuant to C.P.L.R. 301 and Venue is proper in New York County pursuant to C.P.L.R. 503 in that at least one party resides in this county. RELEVANT FACTS A. Sale of Diamonds and Color Gemstones 16. Plaintiffs are in the jewelry business and, without limitation, sell diamonds and color gem stones to other jewelers. 17. Plaintiffs and Unique established a course of dealing pursuant to which Unique purchased diamonds and color gem stones from Plaintiffs for a price mutually agreed upon by the parties. 18. Unique would identify specific diamonds and color gem stones that it wished to purchase and Plaintiffs would agree to sell those stones to Unique for a price mutually agreed upon by the parties. 19. Plaintiffs would deliver the stones to Unique and would subsequently issue an invoice to Unique once Unique would return any unused stones. 20. As invoices began to accrue, each Plaintiffs would send an account statement to Unique, which set forth any outstanding balance Unique owed to Plaintiffs. 3 4 of 10

5 21. Unique did not object to these invoices. 22. In fact, on or about May 23, 2016, Michelle Cunningham, Unique's Controller, wrote to Plaintiffs to confirm that Unique's records with respect to any outstanding balance were consistent with Plaintiffs' records. This correspondence stated that Unique owed Aster, SunShine and Star Asia balances of $1,012, $1,218,603.85, and $50, respectively. Copies of this correspondence are attached to the Complaint as Exhibits A-C. 23. The President of Aster, Ajay Jain, confirmed that Unique owed Aster $1,012, Subsequent to that confirmation, Defendants made partial payments on the unpaid balance. 25. The President of SunShine Diamonds, Ashok Bhansali, responded to Unique on June 1, 2016 and stated that the balance owed was in the amount of $1,223, Unique did not object. 27. The manager of Star Asia, Hitesh Shah responded to Unique on May 31, 2016 and stated that the balance owed was in the amount of $98, Unique did not object and subsequently made partial payments on the unpaid balance. B. Purchase of Unique's Assets 29. On or about May 20, 2016, Meer agreed to purchase assets of Unique pursuant to an Asset Purchase Agreement (the "Purchase Agreement"). 30. The Purchase Agreement required Unique to deliver financial statements to Meer to allow Meer to assess the financial condition of Unique's business. 4 5 of 10

6 31. Pursuant to the Purchase Agreement, Meer agreed to assume certain liabilities ("Assumed Liabilities") of Unique. 32 Upon information and belief, amounts set forth in the Unpaid Invoices that Plaintiffs sent to Unique that remain unpaid are Assumed Liabilities that Meer agreed to undertake on behalf of Unique in connection with Meer's purchase of Unique's assets. 33. Subsequent to the execution of the Purchase Agreement, on May 23, 2016, Defendants sent correspondence to Plaintiffs under Unique's letterhead to confirm outstanding balances Defendants owed to Plaintiffs. (Exhibits A-C) C. Defendants Wrongfully Refuse to Pay Plaintiffs 34. Plaintiffs have sent account statements setting forth the Unpaid Invoices to Defendants. 35. Defendants have refused to remit payment. 36. Subsequent to execution of the Purchase Agreement, on June 23, 2016, Defendants, under Unique's name, wrote SunShine Diamonds a check for $12, as partial payment for the Unpaid Invoices. 37. On June 27, 2016, SunShine Diamonds received a notice stating that a stop payment order had been issued on the check. 38. Plaintiffs have requested that Meer pay the Unpaid Invoices in accordance with Meer's agreement to treat the Unpaid Invoices as Assumed Liabilities pursuant to the Purchase Agreement and as a successor-in-interest to Unique. Meer has refused. 39. Despite the Defendants' contractual and common law obligations to pay Plaintiffs for diamonds and color gem stones Plaintiffs transferred to Defendants pursuant to the Agreements, the Unpaid Invoices remain outstanding. 5 6 of 10

7 AS AND FOR A FIRST CAUSE OF ACTION (Breach of Contract) 40. Plaintiffs repeat, reiterate and reallege each and every allegation contained in the preceding paragraphs with the same force and effect as though more fully set forth at length herein. 41. Plaintiffs assert that they had Agreements with Unique and the Unique Shareholders for the sale of diamonds and color gemstones and that Unique and the Unique Shareholders breached the Agreements by refusing to pay Plaintiffs for those stones. 42. Plaintiffs assert the same claim as to Meer as Plaintiffs are a third-party beneficiary of the Purchase Agreement and Meer is a successor-in-interest to Unique who is liable for Unique's actions. 43. The Agreements are valid and enforceable contracts. 44. Plaintiffs at all times acted in good faith and promptly performed all their obligations under the Agreements. 45. Defendants breached the Agreements, in violation of Plaintiffs' rights thereunder, by failing and refusing to remit payment to Plaintiffs for the diamonds and color gemstones Plaintiffs sold and delivered to Defendants. 46. As a direct and proximate result of the foregoing breach of contract, Plaintiffs have been damaged in the amount of not less than $2,303, By reason of the foregoing, Plaintiffs have been damaged in the amount not less than $2,303,985.58, together with interest, costs and attorneys' fees. 6 7 of 10

8 AS AND FOR A SECOND CAUSE OF ACTION (Account Stated) 48. Plaintiffs repeat, reiterate and reallege each and every allegation contained in the Complaint with the same force and effect as though more fully set forth at length herein. 49. Plaintiffs assert a claim for account stated against Unique and the Unique Shareholders. 50. Plaintiffs assert the same claim as to Meer as Plaintiffs are a third-party beneficiary of the Purchase Agreement and Meer is a successor-in-interest to Unique who is liable for Unique's actions. 51. Periodically and commencing in July 2015, Plaintiffs rendered to Defendants an account stated which Defendants accepted without objection or rejection. 52. In fact, Defendants have made partial payments on the account stated. 53. The account stated established by Plaintiffs are in the amount of $2,303, Notwithstanding the account stated, Defendants have failed or refused to remit payment in the amount of $2,303, By reason of the foregoing, Plaintiffs have been damaged in the sum of $2,303, AS AND FOR A THIRD CAUSE OF ACTION (Quantum Meruit) Plaintiffs repeat, reiterate and reallege each and every allegation contained in the Complaint with the same force and effect as though more fully set forth at length herein. 56. Plaintiffs assert a claim for unjust enrichment against Unique and the Unique Shareholders. 7 8 of 10

9 57. Plaintiffs assert the same claim as to Meer as Plaintiffs are a third-party beneficiary of the Purchase Agreement and Meer is a successor-in-interest to Unique who is liable for Unique's actions. 58. The fair and reasonable value of the goods tendered by Plaintiffs to Defendants at Defendants' specific request for which payment has not been made is $2,303, Despite repeated requests for payment, there remains due and owing to Plaintiffs from Defendants the sum of $2,303, By reason of the foregoing, and pursuant to the theory of quantum meruit, Plaintiffs have been damaged in the sum of $2,303, WHEREFORE, Plaintiffs demand judgment against Defendants on their First, Second and Third Causes of Action in an amount not less than $2,303,985.58, plus interest, costs and attorney's fees; and such further and different relief as to this Court seem just and proper. Dated: New York, New York August 30, 2016 itchell R. Sc g 1633 Broad y New York, ew York (212) Attorneys for Plaintiffs SunShine Diamonds LLC, Shine Creations International LLC, Aster Jewels Inc., Star Asia, Inc. 8 9 of 10

10 CLIENT'S VERIFICATION STATE 01' NEW YORK COUNTY OF NEW YORK ) ss: ASHOK BHANSA LI, being duly sworn, deposes and says that he is the Owner of SUNSHINE DIAMONDS LLC, SHINE CREATIONS INTERNATIONAL LLC (the "Bhansali Entities") that he has read the foregoing Verified Complaint and knows the contents thereof, and the same is true to his own knowledge, except as to those matters therein stated upon information and belief and,.as to those matters, he beli6ies them to be true. ASHOK BHANSALI Sworn to before me this.26( day of August, 2016 Notary Public NOREEN WALSH Notary Public - State of New York NO. 011iYA Qualified in Queens County. My Commission Expires Jan 2, 2019 Lz.:- 10 of 10