SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ----------------------------------------------------------------x TATIANA BRUNETTI, individually, and as a member suing derivatively on behalf of GINZA HOLDING LLC, and GINZA PROJECT LLC, individually, and as a member suing derivatively on behalf of GINZA 2 LLC, Plaintiffs, Index No. 653855/2015 - against - PLAINTIFFS FIRST SET OF INTERROGATORIES TO DMITRY SERGEEV, a/k/a DZHEMALI DMITRY SERGEEV, a/k/a KVARATSKHELIYA, GINZA 2, LLC, DZHEMALI GINZA HOLDING LLC, GINZA MANAGEMENT KVARATSKHELIYA, LLC, ALEXANDER DZERNEYKO, ALEXANDER ALEXANDER DZERNEYKO, KVARTSKHELIYA, SAIA RESTAURANT GROUP GINZA MANAGEMENT LLC, LLC,, GINZA MANAGEMENT LLC, GINZA 1 GINZA 1 LLC, GINZA 2, LLC, GINZA 3 LLC, GANS MAX LLC, GINZA 3 LLC AND SOUTHWEST VALLEY LLC, SOUTHWEST VALLEY LLC Defendants. ----------------------------------------------------------------x GINZA 2 LLC and GINZA MANAGEMENT LLC, - against - GINZA PROJECT LLC, Third Party Plaintiffs Third Party Defendants. ----------------------------------------------------------------x PLEASE TAKE NOTICE that, pursuant to Article 31 of the CPLR, plaintiff Tatiana Brunetti ( Brunetti ), individually, and as a member suing derivatively on behalf of Ginza Holdings LLC ( Ginza Holdings ), and plaintiff Ginza Project LLC ( Ginza Project ), individually, and as a member suing derivatively on behalf of Ginza 2 LLC ( Ginza 2 ), (together the Plaintiffs), by and through their undersigned attorneys, hereby propound the following interrogatories to defendants Dmitry Sergeev a/k/a Dzhemali Kvaratskheliya 1 of 12
( Sergeev ), Alexander Dzerneyko ( Dzerneyko ), Ginza 2 LLC ( Ginza 2 ), Ginza Management LLC ( Ginza Management ), Ginza 1 LLC ) Ginza 1 ), Ginza 3 LLC ( Ginza 3 ), and Southwest Valley LLC ( Southwest Valley )(collectively defendants ), and demand that defendants answer them in writing under oath on or before October 13, 2017. DEFINITIONS AND CONSTRUCTION The following definitions and rules of construction shall apply to this discovery request: (a) Concerning. The term "concerning" includes, without limitation, relating to, referring to, reflecting, describing, evidencing, computing, analyzing and constituting. (b) Identify (With Respect to Persons). When referring to a person, "to identify" means to give, to the extent known, the person's full name, present or last known address, and when referring to a natural person, additionally, the present or last known place of employment. Once a person has been identified in accordance with this paragraph, only the name of that person need be listed in response to subsequent discovery requesting the identification of that person. (c) Identify (With Respect to Documents). When referring to documents, "to identify" means to give, to the extent known, the (a) type of document; (b) general subject matter; (c) date of the document; and (d) author(s), addressee(s) and recipient(s). (d) Parties. The terms "plaintiff" and "defendant" as well as a party's full or abbreviated name or a pronoun referring to a party mean the party and, where applicable, its officers, directors, employees, subcontractors, partners, corporate parent, subsidiaries or affiliates. This definition is not intended to impose a discovery obligation on any person who is not a party to the litigation. - 2-2 of 12
(e) Person. The term "person" is defined as any natural person or any business, legal or governmental entity or association. (f) Document. The term "document" means all writings, drawings, graphs, charts, photographs, phono records, emails, tapes, video tapes, audio tapes, computer disks, computer stored data and other data compilations from which information can be obtained, translated, if necessary, by plaintiff through detection devices into reasonably usable form. A draft or nonidentical copy is a separate document within the meaning of this term. (g) (h) All means any and all, and any means any and all. Refer or relate to means are, show, comment upon, concern, state, reflect, constitute, mention, describe, discuss, analyze or otherwise refer to. (i) Brunetti means plaintiff Tatiana Brunetti, her employees, agents, representatives, attorneys, and all other persons or committees acting on or for her behalf. (j) Ginza Holding means Ginza Holding LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (k) Ginza Project means plaintiff Ginza Project LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (l) Ginza 2 means Ginza 2 LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (m) Sergeev means defendant Dmitry Sergeev a/k/a Dzhemali Kvaratskheliya, his employees, agents, representatives, attorneys, and all other persons or committees acting on or for his behalf. - 3-3 of 12
(n) Dzerneyko means defendant Alexander Dzerneyko, his employees, agents, representatives, attorneys, and all other persons or committees acting on or for his behalf. (o) Ginza Management means defendant Ginza Management LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (p) Ginza 1 means defendant Ginza 1 LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (q) Ginza 3 means defendant Ginza 3 LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (r) Southwest Valley means defendant Southwest Valley LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (s) Kvartskheliya means defendant Alexander Kvartskheliya, his employees, agents, representatives, attorneys, and all other persons or committees acting on or for his behalf. (t) Bykov means defendant Ilya Bykov, his employees, agents, representatives, attorneys, and all other persons or committees acting on or for his behalf. (u) Saia means defendant Saia Restaurant, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. - 4-4 of 12
(v) Gans Mex means defendant Gans Mex LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (w) Triskonex means defendant Triskonex Holdings LLC, its employees, agents, representatives, attorneys, successors, predecessors, assigns, and all other persons or committees acting on or for its behalf. (x) For the purposes of these interrogatories, defendants means, collectively, defendants Sergeev, Dzerneyko, Ginza 2, Ginza Management, Ginza 1, Ginza 3 and Southwest Valley. (y) (z) Brunetti and Ginza Project are referred to herein collectively as plaintiffs. Defendants Ginza 1, Ginza 2, Ginza 3, Ginza Holding, and Ginza Management shall be referred to herein collectively as the Ginza defendants or Ginza entities. (aa) Complaint refers to plaintiffs Amended Complaint in this action dated November 17, 2016. (bb) Counterclaims refers to Defendants Ginza 2, LLC s and Ginza Management LLC s Counterclaims and Third-Party Claims dated February 8, 2016. (cc) Entity means person, corporation, partnership, joint venture, successors, predecessors, assigns, divisions, affiliates and subsidiaries or otherwise. (dd) (ee) (ff) All/Each. The terms "all" and "each" shall be construed as all and each. And/Or. The connectives "and" and "or" shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. - 5-5 of 12
(gg) Number. The use of the singular form of any word includes the plural and vice versa. INSTRUCTIONS 1. Defendants (as defined above) must answer each interrogatory, unless it is objected to, in which event defendants must state the reasons for the objection with reasonable particularity and must answer the interrogatory to the extent it is not objectionable. 2. Interrogatories must be answered in writing under oath by an officer, director, member, agent or employee of defendants having the information. Each question must be answered separately and fully, and each answer must be preceded by the question to which it responds. 3. Defendants are required to amend or supplement its answers to interrogatories in accordance with CPLR 3501(h). Except with respect to amendment or supplementation of responses pursuant to CPLR 3101(h), answers to interrogatories may be amended or supplemented only by order of the court upon motion. 4. Each paragraph and subparagraph herein should be construed independently and not with reference to any other paragraph and subparagraph for the purpose of limitation. 5. As used herein, the singular shall be read to encompass the plural, and the masculine to encompass the feminine; the words "and" and "or" shall be interpreted in both the conjunctive and disjunctive, as the context may require; and the words "each" and "any" shall be interpreted to mean "each and every. 6. The interrogatories herein shall be deemed to be continuing in nature, so as to require further and supplemental production if the answering party receives, discovers, creates or - 6-6 of 12
obtains further responsive information after the response to these interrogatories are made which should be disclosed pursuant Article 31 of the CPLR. Unless otherwise specified, each interrogatory seeks information for the entire period from January 1, 2007 to the present. INTERROGATORIES 1) Identify by name, address, telephone number, job title or capacity, present or last place of employment, and/or status as a member, officer or director of any of the defendant entities (if applicable), all person(s) whom each of the defendants knows to have, or reasonably believes knows to have, knowledge or information concerning the allegations in the complaint, the counterclaims and/or the subject matter of this action and, for each person identified, state the details of their knowledge of the subject matter of this action, including in your response all relevant date(s). 2) Identify by name, address, telephone number, job title or capacity, and present or last place of employment, each member/shareholder/owner, officer and director of each of the Ginza defendants, Saia, and Gan Mex, and with respect to each, set forth: a) the percentage membership/shareholder/ownership interest in any of the Ginza defendants, Saia and/or Gans Mex, if applicable, and the applicable dates of such interest; b) the specific title(s) held by such officer(s) and/or director(s) with each applicable entity. 3) Identify by name, address, telephone number, job title or capacity, present or last place of employment, and/or status as a member, officer or director of any of the defendant entities (if applicable), all person(s) who participated in discussions or have direct knowledge in connection with agreements by and between Brunetti, on the one hand, and Sergeev and/or any - 7-7 of 12
of the Ginza entities, on the other hand, regarding Brunetti s membership interest in and/or duties and responsibilities with any of the Ginza entities, or any restaurant owned and operated by or on behalf of any of the Ginza entities, and, for each person identified, state the details of such agreements and related knowledge or information. 4) Identify by name, address, telephone number, job title or capacity, and present or last place of employment, each employee, agent or representative of defendants, individually or collectively, who communicated with plaintiffs during the course of the contract or business relationship between the parties. 5) Identify by name, address, telephone number, and job title or capacity all employees, agents or representatives of both plaintiffs and defendants who negotiated and agreed upon the terms and conditions of Brunetti s participation in the formation and/or operation of any of the Ginza entities or any restaurant owned/operated by or on behalf of any of the Ginza entities, Saia or Gans Mex and set forth and describe with specificity the details of all such agreements and communications in connection therewith. 6) Identify by name, address, telephone number, and job title or capacity all individuals who participated in the establishment of the Mari Vanna restaurants in New York City and Washington, D.C. and in the management and operations of each such restaurant. 7) Set forth and describe with specificity the terms and conditions of the operating agreement for Ginza 2 and for Ginza Holding, including in your response all changes or amendments to each such operating agreement, all relevant dates, and the name, address, telephone number, and job title or capacity of all individuals who participated in the drafting and preparation of each such operating agreement. - 8-8 of 12
8) Identify the date(s) on which Dzerneyko assumed the role of Chief Financial Officer for any of the Ginza entities and set forth with specificity the name of each entity for which he assumed that role and the date(s) on which he assumed and held that role. To the extent that Dzerneyko had a different title or held a different role with any such Ginza entity, identity such role by title and the date(s) on which he held such role. 9) Identify by name, address, telephone number, and job title or capacity all individuals involved in (or with direct knowledge of) any decision and/or the implementation any decision to transfer a percentage ownership interest in Ginza 2 from Ginza Holding to Ginza Management and/or Triskonex and set forth with specificity the percentage interest in Ginza 2 that was actually transferred to each of Ginza Management and Triskonex and the date(s) of such transfer(s). 10) Identify by name, address, telephone number, and job title or capacity all individuals involved in (or with direct knowledge of) any decision and/or the implementation any decision involving the assignment by Ginza Holding of its twenty percent (20%) interest (or, if applicable, any other percentage of its interest) in Saia to Southwest Valley, including in your response the percentage interest actually transferred and the date(s) of such transfer(s). 11) Set forth and itemize a detailed computation of gross revenues, gross profits and net profits earned by each of Ginza Holding, Ginza 2, Gans Mex, and any Mari Vanna or other restaurant owned/operated by Ginza Holding, Ginza 2, Gans Mex for the years 2008 to the present. 12) Identify by name, address, telephone number, job title or capacity, present or last place of employment, and/or status as a member, officer or director of any of the defendant entities (if applicable), all person(s) whom each of the defendants knows to have, or reasonably - 9-9 of 12
believes knows to have, knowledge or information concerning Brunetti s alleged mismanagement of any of the defendant entities and/or restaurants owned/operated by them; misappropriation of assets/funds; self-dealing; theft of monies; and negligence, as alleged in the counterclaims and, for each person identified, state the details of their knowledge, including in your response all relevant date(s), locations and, if applicable, other participant of such alleged wrongdoing. 13) Identify by name, address, telephone number, job title or capacity, and present or last place of employment, any non-party with whom defendants, individually or collectively, have communicated regarding plaintiffs, any contract or agreement between plaintiff and the defendants, the course of business dealing between plaintiffs and defendants, or the subject matter of this action, and set forth with specificity the following: a) the sum and substance of all such communications; b) the date(s), locations and participants of all such communications. 14) Identify the name, address, telephone number, and job title or capacity of any representative of plaintiffs, if any, who has made any admissions respecting the allegations set forth in the complaint or the counterclaims and provide the specific details of such admissions, including, but not limited, all relevant dates, locations, and the specific words communicated, and identify by name, address and job title/function each and every representative of defendants to whom any such admissions were communicated. 15) Identify by name, address, telephone number, job title or capacity, and present or last place of employment, all individuals who prepared or participated in the preparation of profit and loss statements, federal and state tax returns (including schedules, riders and addenda), audited and unaudited financial statements, income statements, balance sheets, statements of - 10-10 of 12
equity, statements of cash flow, audit statements, audit opinions, operating agreement(s), contracts, loan documents, guarantee documents, and/or membership/stock transfer documents, on behalf of any of the Ginza entities, any restaurant/night club owned or operated by any of the Ginza entities, Saia, any restaurant/night club owned or operated by Saia, Gans Mex, any restaurant/night club owned or operated by Gans Mex, Sergeev, and/or Dzerkneyko, and, with respect each such person, specify each item worked on and provide all relevant dates. 16) Identify by name, address, telephone number, job title or capacity, and present or last place of employment, all law firms and attorneys who performed work on behalf of Sergeev, Dzerkneyko, any of the Ginza entities, Saia, and/or Gans Mex, or on behalf of any restaurant/night club owned or operated by Sergeev, Dzerkneyko, any of the Ginza entities, Saia, and/or Gans Mex, and, with respect to each such person, specify the nature of the work performed. 17) Set forth, itemize and provide a detailed computation of each and every item of damages allegedly suffered by Ginza 2 and Ginza Management for which each seeks relief arising from the allegations set forth in its counterclaims, including in your response each source of information on which you rely in calculating such damages, including all documents, communications and the name, address, telephone number, and job title or capacity of all persons who provided such information. 18) Identify by name, address, telephone number, job title or capacity, and present or last place of employment each person who you expect to call as a witness at trial, including, but not limited to, fact witnesses and expert witnesses. 19) Identify by name, address, telephone number, job title or capacity, and present or last place of employment each person who participated in the preparation of the responses to - 11-11 of 12
these interrogatories and identify the interrogatory number for which such person provided assistance. With respect to all responses to Interrogatories propounded herein, produce all documents relevant to those Interrogatories and/or responses as well as all documents that you reviewed or relied upon in connection with each response. Dated: New York, New York September 6, 2017 LAW OFFICE OF JEFFREY FLEISCHMANN PC By: /s/jeffrey Fleischmann Jeffrey Fleischmann, Esq. Attorneys for Plaintiffs 150 Broadway, Suite 900 New York, N.Y. 10038 Tel. (646) 657-9623 Fax (646) 351-0694 jf@lawjf.com TO: Marlen Kruzhkov, Esq. Krushkov Russo PLLC 350 Fifth Avenue, Suite 7230 New York, N.Y. 10118 (212) 363-2000 Daniel Branower, Esq. M. Ross & Associates, LLC 560 Sylvan Avenue Englewood Cliffs, NJ 07632 (201) 568-2064 - 12-12 of 12