KALAGEORGI v VICTOR KAMKIN - Legal Case Documents


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KALAGEORGI v VICTOR KAMKIN

Keywords & Phrases

CaseNo: C.A. No. 17,111, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: KALAGEORGI, State: DE Delaware, UniqueCaseRef: DE>CC>00017111, Stock, Kamkin, Zabavsky, Vki, Shares, Directors, Mezhkniga, Consent, Stockholders, Agreement, Delaware, Issuance, Elena Kamkin, Annual Meeting, Memorandum, Victor Kamkin, Kalageorgi, Certificates, Common Stock, Jacobs, Facts, Honorable Jack, Del, Resolutions, Igor Kalageorgi, Gontchar, Stock Certificates, Anatoly Zabavsky, Evidence, Shareholders, Sole, Officers, Andrew Zabavsky, Authorize, Dispute, V/o Mezhdunarodnaya, Written Consent, Desanka Zabavsky, Resolution, Stockholder, Acquiescence , ContentID: 120239732

Case Documents

INC. OPINION
[ see first page and extracted highlights below ] ItemID: 100286

22 pages
PDF

1999-07-21

DEFENDANTS REPLY LETTER MEMORANDUM
[ see first page and extracted highlights below ] ItemID: 102906

10 pages
PDF

1999-07-01

LETTER MEMORANDUM OF DEFENDANTS
[ see first page and extracted highlights below ] ItemID: 102907

13 pages
PDF

1999-06-22

INC. PLAINTIFFS TRIAL BRIEF
[ see first page and extracted highlights below ] ItemID: 102909

40 pages
PDF

1999-06-22

INC. DEFENDANTS PRETRIAL BRIEF
[ see first page and extracted highlights below ] ItemID: 102908

16 pages
PDF

1999-05-03

INC. ANSWER
[ see first page and extracted highlights below ] ItemID: 101976

7 pages
PDF

1999-04-14

INC. COMPLAINT
[ see first page and extracted highlights below ] ItemID: 101977

24 pages
PDF

Total Documents: 7 documents , 132 pages

Price: $ 49.95

IVESLCD01 KGI0001

1 . INC. OPINION

EXTRACTED KEY WORDS

VKI
DIRECTORS
STOCK
KAMKIN
MEETING
PLAINTIFF
STOCKHOLDERS
ISSUANCE
DEFENDANTS
KALAGEORGI
SHARES
DELAWARE
DEL
MEZHKNIGA
DISPUTE
WRITTEN CONSENT
LAWFUL BOARD
VICTOR KAMKIN
ANATOLY ZABAVSKY
IGOR KALAGEORGI
SHAREHOLDERS
CERTIFICATES
AGREEMENT
ATTORNEYS
ANNUAL STOCKHOLDERS MEETING
BOARD AUTHORIZATION
DELAWARE LAW
MEMORANDUM
SECURITIES

  IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                  IN AND FOR NEW CASTLE COUNTY

IGOR KALAGEORGI,

                    Plaintiff,

            V.                                              Civil Action No. 17111

VICTOR KAMKIN, INC., ANATOLY                           .
ZABAVSKY, ANDREW ZABAVSKY,                             .
VLADIMIR R. GONCHAR, JAMES
BEALE, NATALIE ZABAVSKY,
KIRA J. CAIAFA and DESANKA                                                       I
ZABAVSKY,                                         .                                   _






                                     OPINION

                  Date Submitted: July 21, 1999
                  Date Decided: September 9, 1999
                  Date Revised: September 10.  1999l


Michael Hanrahan and Paul Fioravanti, Jr., Esquires, of PRICKETT, JONES,
ELLIOTT  & KRISTOL, Wilmington, Delaware; Attorneys for Plaintiff

Edwarld  M. McNally, Esquire, of MORRIS, JAMES,  HITCHENS &
WILLIAMS, Wilmington, Delaware; Attorneys for Defendants




JACOIBS, VICE CHANCELLOR





     `Revised pages 1, 14, 16, 17, 19, 20, 21 & 24.



       The dispute in this action brought under 8 Del. C. 5 225 is over who

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Michael Hanrahan and Paul Fioravanti, Jr., Esquires, of PRICKETT, JONES, ELLIOTT & KRISTOL,

The dispute in this action brought under 8 Del.

constitutes the lawful board of directors and officers of Victor Kamkin, Inc., a

Delaware corporation ("VKI" or the "Company").

the issuance of the VKI stock voted by the defendants at the Company's February

1999 annual stockholders meeting had been validly authorized by the VKI

then the slate elected by the defen.dants at that meeting are the

lawful directors of VKI.

board authorization to issue those shares was defective

VKI was founded by Victor and Elena Kamkin in 1953,

the Company was operated by Victor Kamkin and his

she owned all of VKI's 49 issued and outstanding common shares.

Thirty nine of those shares are owned by the plaintiff, Igor Kalageorgi

Zabavsky family, namely, defendants Anatoly Zabavsky;

since then have been held by, MezhKniga and the Zabavskys.

directors, as Delaware law requires.

Zabavsky signed a "Memorandum of Intent" on July 16, 1990, which

Mr. Zabavsky -- were in agreement that some of Mrs. Kamkin's stock would be

There will be a shareholders agreement signed by

FURTHER RESOLVED, That the officers of the Corporation be, and they are hereby authorized and

and Anatoly Zabavsky to sign the Unanimous Written Consent and return it to him

Corporate securities are a species of property right that represent not

2 . DEFENDANTS REPLY LETTER MEMORANDUM

EXTRACTED KEY WORDS

KAMKIN
DIRECTORS
PLAINTIFF
ZABAVSKYS
ISSUANCE
DEFENDANTS
EVIDENCE
MEETING
JACOBS
ACQUIESCENCE
HONORABLE JACK
KALAGEORGI
ARGUES
AGREEMENT
DEL
PRECUP
LAW
SHARES
AUTHORITIES
STOCK CERTIFICATES
CONSENT
CHANCERY
COURT
APPROVE
DEFENSES
INTENT
SUPR
DELAWARE
ACT

MORRIS, JAMES, HlYmmNs f!k WlaLLIAMs

HENRY N. HERNDON, JR. SHERRY C. McREYNOLDS 222 DELAWARE AVENUE
GEORGE C. HERING, 111 NEAL C. BELGAM
GROVER C. BROWN LAVRA SUNSTEIN MURPHY EO. Box 2306
WILLIAM R. HITCHENS, JR. KEVIN G. HEALY
RICHARD R BECK NICHOLAS J. CAGGIANO, JR. WILMINGTON, DELAWARE 19899
GLENN E. HITCHENS MfCHAEL J. MAIMONE
EDWARD M. MCNALLY LEWIS C. LEDYARD, 111 (302)888-6800
NORRS P. WRIGHT JOSEPH C. SCHOELL
JAMES w. SEMPLE GRETCHEN ANN BENDER
DAVID H. WILLIAMS NORMAN I.,. POWELL FACSIMILE (302)571-1750
R CLARKSON COLLINS, JR. EILEEN K. ANDERSEN
RICHARD GALPERIN GRETCHEN S. KNIGHT July 21, 1999
STEVEN R. DIRECTOR ELLEN M. COOPER
RlCHARD D. KIRK JOHN T. MELI, JR.
LEWIS H. LAZARUS MATTHEW J. O'TOOLE
MlCHAEL M. LEDYARD FRANCIS J. SCHANNE
FRANClS J. JONES, JR. MICHAEL A. WEIDINGER
DANIEL p. McCOLLOM MARY L. SUT"ERLAND
BARBARA I.&DONALD STEPHANIE M. TARABICOS
ROBERT L. SYMONDS, JR. NANCY W. LAW
STEPHEN M. MILLER ROGER D. ANDERSON
JOHN D. DEMMY JULIE Y. SHAFFER
MARY M. CULLEY JAMES E. DRNEC
JOSEPH A. SLIGHTS, II, RlCARDO PALACIO

HAND DELIVER

The Honorable Jack B. Jacobs
Vice Chancellor
Court of Chancery
1020 N. King Street
Wilmington DE 19801

Re: Igor Kalageorgi v. Victor Kamkin, et al.
C.A. No.: 17111-NC

Dear Vice Chancellor Jacobs:

This is the Defendants' reply letter memorandum to Plaintiff's

2').

1. Replv to Plaintiff's Argument That His Claim Is Not Barred Bv

The Plaintiff makes five arguments why his claims should not be barred

(1) Mrs. Kamkin never intended to issue stock to the Zabavskys; (2) the case law only

SNIPPETS:

The Honorable Jack B. Jacobs

Vice Chancellor Court of Chancery

Dear Vice Chancellor Jacobs:

This is the Defendants' reply letter memorandum to Plaintiff's Post-Trial Brief ("P.Br.

The Plaintiff makes five arguments why his claims should not be barred by acquiescence:

stock issuance are never so barred; Mr. Kalageorgi was not adequately informed at the time

he paid $390 for Mrs. Kamkin's 39 shares such that he should not be barred by Mrs. Kamkin's

the Zabavskys should not be allowed to raise any acquiescence defense because

they should have realized the Kamkin stock given to them was not properly authorized;

the Zabavskys did not rely upon the issuance of stock to them.

A brief review of the evidence

In making such an argument the Plaintiff

Mrs. Kamkin had no such secrelt intent.

1990 execution of a written agreement to issue stock to the Zabavskys.

See u. Goodman lv.Futrozsky, Del.

`Plaintiff unjustifiably attacks Mr Precup, both claimiing he failed to adequately advise

there is nothing in PX 78 that warrants claiming Mr. Precup deceived Kalageorgi.

cites to authorities that either do not address this issue at all or, in fact, squarely state

of conduct found here (the delivery of stock certificates) is sufficient to warrant reliance.

defenses certainly dlo not require that the party being mislead conduct a full legal analysis

the Delaware General Corporation Law.

Finally, Plaintiff argues that the Zabavsk:ys did not rely upon the issuance of stock to them,

Plaintiff argues that the February 24, 1999 Board of Directors' ratification of the stock

actions that a board could never approve in the first place.

Supr., 118 A. 1 ).

directors' meeting or by director written consent.

that one way for the directors to act is to do so at a formal meeting or to sign a written

3 . LETTER MEMORANDUM OF DEFENDANTS

EXTRACTED KEY WORDS

STOCK
ZABAVSKY
DIRECTORS
DEFENDANTS
JACOBS
MEZHKNIGA
HONORABLE JACK
MEMORANDUM
EVIDENCE
FACTS
SHARES
CAIAFA
KALAGEORGI
ISSUANCE
VLADIMIR GONTCHAR
JAMES BEALE
STOCKHOLDER
VICE CHANCELLOR
OPENING LETTER MEMORANDUM
ANATOLY ZABAVSKY
SUCCESSOR
CERTIFICATES
ELENA KAMKIN
COMPLAINT
PRIMARILY FOCUS
PLAINTIFF
RESOLUTIONS
RATIFICATION
ACQUIESCENCE

Moms, JAMES, Hrronms & Wr~umrs

HENRY N. HERNDON, JR. SHERRY c. MCREYNOLDS 222 DELAWARE AVENUE
GEORGE c. HERING, 111 NEAL c. BELGAM
GROVER C.
BROWN LAURA SUNSTEIN MURPHY I?O.Box 2306
WILLIAM R. HITCHENS, JR. KEVIN IG. HEALY
RICHARD I? BECK NICHOLAS J. CAGGIANO, JR. WILMINGTON , DELAWARE 19899
GLENN E. HlTCHENS MlCHAliL J. MAMONE
EDWARD M. MCNALLY LEWIS c. LEDYARD, 111
NORRIS I? WRIGHT JOSEPI, c. SCHOELL (302)888-6800
J*MES w. SEMPLE GRETCHEN ANN BENDER
DAVID H. WILLlAMS NORMAN M. POWELL FACSIMILE (302) 571-1750
P. CLARKSON COLLINS, JR. EILEEN K. /INDERSEN
RICHARD G*LPERIN GRETCHEN S. KNIGHT
STEVEN R. DiRECTOR ELLEN M. COOPER July 1, 1999
RICH/\RD 0. K1RK JOHN T. MEL,, JR.
LEWIS H. LAZARUS MATTHEW J. O'TOOLE
MICHAEL M. LEDY*RD FRANCIS J. SCHANNE
FRANCIS J. JONES, JR. MICHAEL A. WElDlNGER
DANIEL p. McCOLLOM MARY L. SUTHERLAND
BARBARA MacDONALD STEPHANIE M. TARABICOS
ROBERT L. SYMONDS, JR. NANCY W. LAW
STEPHEN M. MILLER
ROGER D. ANDERSON
JOHN D. DEMMY JULIE Y. SHAFFER
MARY M. CULLEY JAMES E. DRNEC
JOSEPH R. SLIGHTS, 111 Fw.xRDO PAL*CIO

HAND DELIVER

The Honorable Jack B. Jacobs
Vice Chancellor
Court of Chancery
1020 N. King Street
Wilmington DE 19801

Re: Igor Kalageorgi v. Victor Kamkin, et al.
C.A. No.: 17111-N@

Dear Vice Chancellor Jacobs:

This is the opening letter memorandum of defendants, Anatoly Zabavsky,

Zabavsky, Vladimir Gontchar and James Beale (the "Directoa Defendants"), Desenka

("Mrs. Zabavsky") and Kira Caiafa ("Mrs. Caiafa"), in support of their contentions

complaint should be dismissed. While this memorandum wil:i primarily focus upon the

SNIPPETS:

The Honorable Jack B. Jacobs

Vice Chancellor Court of Chancery

Dear Vice Chancellor Jacobs:

This is the opening letter memorandum of defendants, Anatoly Zabavsky, Andrew

Zabavsky, Vladimir Gontchar and James Beale (the "Directoa Defendants"), Desenka Zabavsky

and Kira Caiafa, in support of their contentions that the

While this memorandum wil:i primarily focus upon the evidence

The Court asked that counsel focus on the facts showing whet.her the directors of Kamkin

Shortly after a 1990 visit to Mezhkniga when the successorship issue was raised,

would have 22 of those shares and the remaining 10 shares wlould be held by Mezhkniga.

the then two directors agreed to transfer stock to the Zabavskys

Mrs. Kamkin signed those certificates

confirmed he/she or it was a "stockholder" of.

Mrs. Kamkin' s nephew, Igor Kalageorgi, appeared in the later part of 1997.

ratifying what had occurred in 1990-9 1, particularly with respect to the issuance of Kamkin

The parties then met for a directors meeting and adopted similar resolutions

Plaintiff claims that evidence is not enough because there needs to be a "duly held meeting

directors hold office until their successor is elected and qualified or until their earlier

Defendants voted to adopt the ratification resolutions.

There are no facts which would indicate that Elena Kamkin did not fully intend to cause Kamkin

by the acquiescence, with full knowledge, of their predecessors);

the defendants respectl&lly relquest that the complaint be

4 . INC. PLAINTIFFS TRIAL BRIEF

EXTRACTED KEY WORDS

VKI
ZABAVSKY
CONSENT
KAMKIN
PLAINTIFF
MEZHKNIGA
AGREEMENT
DEFENDANTS
SHARES
DELAWARE
MEMORANDUM
DIRECTORS
COURT
STOCKHOLDERS
VICTOR KAMKIN
GONTCHAR
ANNUAL MEETING
STOCK CERTIFICATES
ANDREW ZABAVSKY
ELENA KAMKIN
IGOR KALAGEORGI
RESOLUTION
STATUTORY REQUIREMENTS
PRECUP DEP
RATIFICATION
EQUITABLE DEFENSES
COMMON STOCK
AUTHORIZE
DELAWARE LAW

          IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                 IN AND FOR NEW CASTLE COUNTY

IGOR KALAGEORGI,

                   Plaintiff,

                   V.                             Civil Action No. 17111 NC

VICTOR KAMKIN, INC., ANATOLY :
ZABAVSKY, ANDREW ZABAVSKY, :
VLADIMIR R. GONTCHAR, JAMES :
BEALE, NATALIE ZABAVSKY,                     :
KIRK J. CAIAFA and DESANKA                   :
ZABAVSKY,

                   Defendants.



                                                                                    <:I
                                                                      1 .,          - e
                                   PLAINTIFF'S TRIAL BRIEF            :..           f-3
                                                                              -_    L-3






                                                  PRICKETT,  JONIES,  ELLIOTT
                                                  & KRISTOL
                                                  Michael Hanrahan
                                                  1310 King Street
                                                  Wilmington, DE 19801
                                                  (302) 888-6500
                                                  Attorneys for Plaintiff

Dated: June 22, 1999







16645,1\91663vl

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IGOR KALAGEORGI,

VICTOR KAMKIN, INC., ANATOLY: ZABAVSKY, ANDREW ZABAVSKY,: VLADIMIR R. GONTCHAR, JAMES:

MezhKniga Seeks Stock in VKI.

The Consent and Memorandum of Agreement.

1991 Precup Letter and Stock Certificates.....

Plaintiffs Acquisition Of VKI Shares.

The February 24, 1999 Annual Meeting.

PLAINTIFF WAS THE SOLE DIRECTOR ELECTED AT THE ANNUAL

Comply With Statutory Requirements for Stock Issuance.

The Absence of a Signed Unanimous Consent in VKI's Minute

Defendants' Equitable Defenses Are Without Merit..

Stock Certificates Do Not Establish Stock Owner&p

There Was No Stockholder Ratification

Directors and Officers.

5 . INC. DEFENDANTS PRETRIAL BRIEF

EXTRACTED KEY WORDS

KAMKIN
PLAINTIFF
ZABAVSKY
ELENA KAMKIN
DEFENDANTS
CERTIFICATES
ISSUANCE
COURT
DESANKA ZABAVSKY
FACTS
INCORPORATION
SHARES
DELAWARE
DIRECTORS
SHAREHOLDERS
STOCKHOLDER
KALAGEORGI
ANATOLY ZABAVSKY
RESOLUTIONS
COMMON STOCK
TRANSACTION
ACQUIESCENCE
SOLE SHAREHOLDER
MEZHKNIGA
NATURE
STOCK PURCHASE
STAAR SURGICAL COMVANV
COMPLAINT
OWNERSHIP

          IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                        IN AND FOR NEW CASTLE COUNTY

IGOR KALAGEORGI,                         >1>
                         Plaintiff,      )
                                         >>
                  V.                     >        Case No. 1711 l-NC
                                         >>
VICTOR KAMKIN, INC., ANATOLY             )
ZABAVSKY, ANDREW ZABAVSKY,               )
VLADIMIR R. GONTCHAR, JAMES              )
BEALE, NATALIE ZABAVSKY, KIRA            )
J. CAIAFA and DESANKA ZABAVSKY,  )
                                         >>
                         Defendants.  )


                        DEFENDANTS' PRETRIAL BRIEF





                                 MORRIS, JAMES,  HITCHENS  & WILLIAMS
                                  Edward M. McNally  (#614)
                                  John T. Meli, Jr. (#3205)
                                  222 Delaware Avenue, 10th Floor
                                  P. 0. Box 2306
                                  Wilmington, DE 19899
                                  302/888-6880

                                  Attorneys for Defendants
                                  Victor Kamkin, Inc., Anatoly Zabavsky, Andrew Zabavsky,
                                  Vladimir R. Gontchar, James Beale, Natalie Zabavsky,
                                  Kira J. Caiafa and Desanka Zabavsky


DATED: June 22,1999



                                                 TABLE OF CONTENTS



TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

NATURE AND STAGE OF PROCEEDINGS . . . . . . . . . . . .  _ . . . . . . . . . . . . . . . . . 2

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

J. CAIAFA and DESANKA ZABAVSKY,)

DEFENDANTS' PRETRIAL BRIEF

NATURE AND STAGE OF PROCEEDINGS.

STATEMENT OF FACTS.

Elena Kamkin by Virtue of The Stock Purchase

Kamkin common stock were not entitled to vote that stock at a February 24,

Kalageorgi tiled his Complaint on April 14,

On May 3, Defendants Victor Kamkin, Inc., Anatoly Zabavsky, Andrew Zabavsky, Vladimir

From June 15, 1954 through July 14, 1961, Victor Kamkin owned 45 shares of Kamkin

Kamkin's death and as a result of various transfers and stock cancellations, by 1978 Elena

represented by certificates No. 7 and No. 8.

Soviet reforms in the 1980s changed the way that MezhKniga and

Kamkin and Anatoly Zabavsky (then the sole Kamkin directors) which authorized Kamkin to issue

2Because the other Zabavsky family members and MezhKniga were not directors, their ownership

In late 1997, Mrs. Kamkin's great nephew appeared, the plaintiff Kalageorgi.

On February 24, 1999, the annual meeting of shareholders was held,

of resolutions which were designed to ratify the actions taken in 1990-1991 regarding the

The plaintiff voted against these resolutions

at the 1999 stockholder meeting, the 1998 Directors held over and validly ratified the 1991

Kamkin Certificate of Incorporation,

transaction; nor can plaintiff argue that Elena Kamkin, the sole shareholder at the time, did

Staar Surgical Comvanv v. Waggoner, DelSupr., 588 A.2d 1130, 1138

and Plaintiff Was in Privity with Elena Kamkin by Virtue of the Stock Purchase.

acquiescence, with full knowledge, oftheir predecessors);

6 . INC. ANSWER

EXTRACTED KEY WORDS

KAMKIN
ZABAVSKY
COURT
DEFENDANTS REFER
ELENA KAMKIN
RESPONSE
CONSENT
SHARES
ALLEGATIONS
PLAINTIFF
VICTOR KAMKIN
ANATOLY ZABAVSKY
COMPLAINT
DIRECTORS
PARAGRAPH
OFFICER
STOCK
ADMIT
DENY
PRECUP
REFERENCED DOCUMENTS
MEZHKNIGA
RESOLUTION
NATALIE ZABAVSKY
DELIVERY
ATTORNEYS
HEREBY
MEMORANDUM
AGREEMENT

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                  4

                                IN AND FOR NEW CASTLE COUNTY

IGOR KALAGEORGI,                                )>                                   -' :I
                         Plaintiff,             >                            c"'.- ;
                                                                              `,  ,,'
                                                )                             :
                 V.                             )      CaseNo.  17111-NC  i,'  '
                                                )                              I
VICTOR  KAMKIN, INC., ANATOLY                  )                               1
ZABAVSKY, ANDREW ZABAVSKY,                     )                                    (,
VLADIMIRR. GONTCHAR, JAMES                     )                                    :"  I
                                                                                    -. I  :w..:
BEALE, NATALIE ZABAVSKY, KIRA J. )
CAIAFA and DESANKA ZABAVSKY,                   )

                        Defendants.


                              DEFENDANTS' ANSWER TO COMPLAINT


        Defendants, Victor Kamkin, Inc. ("Kamkin"), Anatoly Zabavsky, Andrew Zabavsky, Vladimir

R. Gontchar and James Beale (collectively the "Director Defendants"), and Natalie Zabavsky,  Kim

5. Caiafa and Desanka Zabavsky (collectively the "Officer Defendants") by and through their

undersigned attorneys, hereby respond to the Complaint as follows:

        1.       Admitted.

        2.       Admitted.

        3.       Admitted, except the characterization that 61 shares of stock are "purportedly"

outstanding and "supposedly" owned by Anatoly Zabavsky is a legal argument to which no response

is required.

        4.       Admitted, except the characterization that the defendants were "purportedly"

directors is a legal argument to which no response is required. Defendants further aver that

defendants are, in fact, directors and officers of Kamkin.

SNIPPETS:

Defendants, Victor Kamkin, Inc., Anatoly Zabavsky, Andrew Zabavsky, Vladimir

R. Gontchar and James Beale, and Natalie Zabavsky, Kim

hereby respond to the Complaint as follows:

except the characterization that 61 shares of stock are "purportedly"

directors is a legal argument to which no response is required.

Victor and Elena Kamkin with Victor Kamkin being the president and Elena Kamkin succeeding to

The defendants refer the Court to the September 6, 1990 letter for its stated terms.

Defendants are without information or knowledge sufficient to admit or deny what

Mr. Precup recognized.

except it is admitted that a consent was enclosed with the letter and the

To the extent the allegations of paragraph 15 are legal conclusions,

Kamkin common stock to plaintiff Igor Kalageorgi and that prior to his purchase of 39 shares

Memorandum of Agreement between MezhKniga and Kamkin, and an unsigned written consent by

The defendants refer the Court to the referenced documents for their stated

except admitted that plaintiff voted against the 1999 resolution and admitted

This Court lacks personal jurisdiction over the Officer Defendants.

The Complaint fails to state a claim upon which relief may be granted.

Attorneys for Defendants Victor Kamkin, Inc.,

be served by hand delivery, two copies of the attached Defendants' Answer to Complaint upon

7 . INC. COMPLAINT

EXTRACTED KEY WORDS

VKI
STOCK
MEZHKNIGA
ZABAVSKY
KAMKIN
ANNUAL MEETING
STOCKHOLDERS
PLAINTIFF
COMMON STOCK
CONSENT
DELAWARE
VICTOR KAMKIN
DIRECTORS
DEFENDANTS
SOLE
OFFICERS
RESOLUTIONS
V/O MEZHDUNARODNAYA
AGREEMENT
MEMORANDUM
ELENA KAMKIN
AUTHORIZE
CERTIFICATE
SHAREHOLDERS
DETERMINATION
OWNERSHIP
WRITTEN CONSENT
PURPORTED HOLDERS
UNDERSTANDING

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

IGOR KALAGEORGI, .
Plaintiff,

V . Civil Action No.

VICTOR KAMKIN, INC., ANATOLY I
ZABAVSKY, ANDREW ZABAVSKY, : L _. i
- I
VLADIMIR R. GONTCHAR, JAMES :
BEALE, NATALIE ZABAVSKY, :
KIRA J. CAIAFA and DESANKA :
ZABAVSKY,

Defendants.

COMPLAINT IPURSUANT TO 8 DEL.C. @X25 AND &X27

Nature of the Action and Parties

1. Plaintiff Igor Kalageorgi brings this action pursuant to 8 Del. C. $225

and 5227 for a summary determination that (a) he is the sole director and officer of

Victor Kamkin, Inc. ("VKI" or the "Company"), a Delaware corporation and (b)

purported holders of shares of VKI common stock were not entitled to vote that

stock at a February 24, 1999 annual meeting of stockholders of VKI (the "Annual

Meeting").

2. VKI has offices in Rockville, Maryland and New York City and is one

of the largest importers of Russian books into the United States. Its principal

supplier of books during over 40 years of operation has been V/O Mezhdunarodnaya