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1
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PRE ARGUEMENT STATEMENT
|
EXTRACTED KEY WORDS
COURT RYAN CONTRACT FAS YORK PLAINTIFFS-APPELLANTS AIGRETTE DEFENDANT-RESPONDENT WELLS JUDGEMENT LANGUAGE ROGERS WARNING ACCOUNTING REVERSES SUPPORT PURCHASE PRICE DRAFT BUYER LLP PROPER COUNSEL PARK AVENUE COUNTY NEGLIGENT JOHNSON DANSK COMMUNICATE CALCULATION |
SUPREME COURT OF THE STATE OF NEW YORK
APPELLATE DIVISION, FIRST DEPARTMENT
- - - - - - - 3 - - - - - - - - - - c
-X
AIGRETTE LIMITED and D. RICHARD
RYAN, JR., Plaintiffs-Appellants :
-against-
ERNST & YOUNG and ROGERS & WELLS,
ERNST & YOUNG,
Third-party Plaintiff, :
-against-
ROGERS & WELLS,
Third-party Defendant. :
- - - - - - - - - - - - - - - - c -
-X
ROGERS & WELLS,
Third-party Plaintiff,
-against-
DEARBORN FINANCIAL INC. ,
Third-party Defendant.
- - - - - - - - - - - - - - - - - - - -X
ERNST & YOUNG, LLP,
Third-Party'Plaintiff,
-against-
DEARBORN FINANCIAL, INC. ,
Pursuant to Rule 600.17 of the Rules of the Appellate
Division, First Department of the Supreme Court of the State of New
York, Plaintiffs-Appellants Aigrette Limited and D. Richard Ryan,
Jr. respectfully submit the following Pre-Argument Statement in
support of their appeal from the Judgment of the Court below:
1. The proper caption 6f this matter is set forth
SNIPPETS:
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2
.
AFFIRMATIOM
|
EXTRACTED KEY WORDS
ERNST REPORTING SERVICES DAVIS SCOTT WEBER COSTS BRS INVOICE ENTITLED MATTER PETERS MADISON AVE CPLR EDWARDS KAVANAGH ATTENTION DEFENDANT DISBURSEMENTS FURNISHING EXAMINATION DENNIS ACCOUNT SUPREME COURT RICHARD RYAN CHARGE TRACEY BARRISTER REPORTING SERVICE BILL EBT JEROME GOLDMAN |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
AIGRETTE LIMITED and : Index No. 107275/93
D. RICHARD RYAN, JR.,
Plaintiffs, : IAS Part'
62
: Justice Weissberg
- against -
ERNST & YOUNG and : AFFIRMATION
ROGERS & WELLS,
Defendants.
and related third-party actions.
JOHN HOUSTON POPE, an attorney duly admitted to
practice in the courts of this state, affirms under penalty of
perjury, pursuant to CPLR 2106, as follows:
1. I am associated with the law firm of Davis,
Scott, Weber & Edwards, P.C., attorneys for the defendant Ernst
& Young LLP. I make this affirmation in support of the
defendant Ernst & Young LLP's attached bill of costs and
disbursements.
2. The attached bill of costs and disbursements is
in all respects just and true.
3. The items of disbursements t h e r e i n charged have
been, or will be necessarily incurred and are reasonable in
SNIPPETS:
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3
.
TRACEY AFFIRMATION
|
EXTRACTED KEY WORDS
AIGRETTE COURT JUDGEMENT RELIEF PLAINTIFFS-COUNTERCLAIM DEFENDANTS FEES CONTRACT CPLR MOTION LIABILITY LAW OBLIGATION YORK SEVERANCE PLEADINGS COUNTERCLAIM REQUEST BALANCE SHEET PURSUANT CONNECTION ARBITRATION PURCHASE PRICE ANS CCLM BREACH AMOUNT EVIDENCE GRANT FACTS |
* 3 4 3
.*A
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - - - - - - - - - - - - --X
AIGRETTE LIMITED and : Index No. 1 0 7
13. RICHARD RYAN, JR. ,
Plaintiffs, : IAS Part 62
: Justice
SNIPPETS:
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4
.
SUPP AFFIRMATION
|
EXTRACTED KEY WORDS
AUDIT EXHIBIT DANSK HERETO AFFIRMATION OBJECTIONS DOCUMENT REQUESTS BALANCE SHEET PLAINTIFFS MALONEY PREPARATION RYKOWSKI NEIDHARDT TAX PARAGRAPH DEWITT FAS SALE YORK DEFENDANT ATTORNEY CONVERSATIONS RELATING CONNELL INSTRUCTION EXPLANATION INTERROGATORIES PRODUCING REVIEW AGREEMENT |
a
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - -X
AIGRETTE LIMITED and D. RICHARD : Index No. 93/107275
RYAN, JR., Plaintiffs, IAS Part 49
-against- : (Cahn, J.)
ERNST & YOUNG and ROGERS & WELLS,
ERNST & YOUNG, : Third Party Index N o .
93/592912
Third-party Plaintiff, : ,**
-against- : Third Party Index N o .
96/591719
DEARBORN FINANCIAL INC.,
Third-party Defendant. :
- - - - - - - - - - - - - - - - - - - -X
ERNST & YOUNG, LLP,
Third-party Plaintiff, :
-against- : Third Party Index N o .
96/591722
DEARBORN FINANCIAL I N C . ,
SNIPPETS:
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5
.
POPE AFFIRMATION
|
EXTRACTED KEY WORDS
CALCULATION TAX INTERROGATORIES MOTION OPINION DEFERRED TAX EVIDENCE DEFERRED TAX ASSET DAMAGES TESTIMONY CONTRACT DANSK OBJECTIONS PRECLUDE DEFENDANTS CHALLENGING PLAINTIFFS TAX BENEFIT FAS REASON REQUEST SUMMARY JUDGMENT EXPERT REPORT DISCLOSURE SPECULATION FACTS EXHIBIT HERETO RESPONSES EXCHANGE |
e a a a e
RYAN, JR.,
Plaintiffs, Index No. 93/107275
- against -
ERNST t YOUNG and ROGERS & WELLS,
Defendants.
Third Party
Index No. 93/592912
Third Party
- against -
DEARBORN FINANCIAL, INC.,
Third-party Defendant.
AFFIRMATION OF JOHN HOUSTON POPE IN OPPOSITION TO
PLAINTIFFS' MOTION TO PRECLUDE DEFENDANTS FROM
CHALLENGING PLAINTIFFS' CALCULATION OF THE
DEFERRED TAX BENEFIT RECEIVABLE ASSET
e a a a
JOHN HOUSTON POPE, an attorney admitted to practice
before the Courts of this State, affirms under the penalty of
perjury, pursuant to CPLR 2106, as follows:
1. I am associated with the firm Davis Scott Weber &
Edwards, P.C., attorneys f o r defendant Ernst & Young LLP (" E&Y V1)
in this action. Based on my personal knowledge of the
proceedings, I submit this affirmation in opposition to
plaintiffs' motion to preclude defendants from challenging
SNIPPETS:
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6
.
CONNELL AFFIRMATION
|
EXTRACTED KEY WORDS
PLAINTIFFS DANSK AUDIT RESPONSE SALE RELATING EXHIBIT DEFENDANT FINANCIAL STATEMENTS HERETO THIRD-PARTY MATTER REVIEW FIRST NOTICE CONNECTION STOCK DANSK INTERNATIONAL DESIGNS FAS BALANCE SHEET COMMUNICATIONS ROGERS WELLS ERNST ATTORNEY AFFIRMATION COUNSEL YORK RYAN LLP |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK X
AIGRETTE LIMITED and D. RICHARD Index No.
, 93/10725
RYAN, JR. ,
Plaintiffs , '
- against -
ERNST & YOUNG and ROGERS & WELLS,
Defendants.
X
ERNST & YOUNG, Third Party
Index No. 93/592912
Third-party Plaintiff, AFFIRMATION OF
- against - PATRICIA A. CONNELL,
ESQ.
ROGERS & WELLS,
Third-party Defendant.
X
ROGERS & WELLS,
Third-party Plaintiff,
- against - F I L E D
DEARBOF!N FINANCIAL INC., i
Third-party Defendant. I
X i
ERNST & YOUNG, LLP,
Third-party Plaintiff, 8.
- against -
DEARBORN FINANCIAL INC.,
Third-party Defendant.
X
PATRICIA A. CONNELL, ESQ., an attorney admitted to
practice law in the State of New York, affirms under penalty of
perjury as follows:
1. I am an Assistant General Counsel of Ernst & Young,
LLP (llE&Y1l)
, a defendant and third-party plaintiff in this action.
This affirmation is based upon my personal knowledge, except as
otherwise stated.
SNIPPETS:
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7
.
REPLY MALONEY AFFIRMATION
|
EXTRACTED KEY WORDS
RYAN JUDGEMENT AIGRETTE FEES ERNST MALONEY PLEADING COUNTERCLAIMS AMOUNT SEEKING AFFIRMATION AGREEMENT MALONEY AFF CONTRACT COSTS DISBURSEMENTS EVIDENCE WHEREFORE CLAUSES ARBITRATION SUBMISSION COURT YORK ROGERS WELLS SUPPORT DIRECTING EXHIBIT SHARES OUTSTANDING FEES BREACH |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - I C -
AIGRETTE LIMITED and D. RICHARD
RYAN, JR., Plaintiffs,
-against-
ERNST 6r YOUNG and ROGERS & WELLS,
ERNST & YOUNG,
Third-party Plaintiff, :
-against-
ROGERS & WELLS,
Third-party Defendant. :
- - - - - - - - * - - - - -
ROGERS & WELLS,
Third-party Plaintiff,
-against-
DEARBORN FINANCIAL INC.,
Third-party Plaintiff,
-against-
DEARBORN FINANCIAL, INC.,
JAMES J. MALONEY, an attorney duly licensed to practice
law in the Courts of the State of New York, affirms under the
penalties of perjury the following:
1. I am a member of the firm of Kavanagh Maloney & Osnato
LLP attorneys for Plaintiffs Aigrette Limited and D. Richard- Ryan
in this action. I submit this Reply Affirmation in support of the
motion to correct the Decision of this Court directing the clerk to
enter judgment against Plaintiffs Aigrette and Ryan on Defendant
Ernst & Young's ("E&Y") counterclaim for fees jointly and
severally.
2. Nowhere in E&Y's first or second counterclaim f o r unpaid
SNIPPETS:
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8
.
MALONEY AFFIRMATION
|
EXTRACTED KEY WORDS
AIGRETTE RYAN PLAINTIFFS FEES COURT YORK AMOUNT ROGERS WELLS LLP AFFIRMS JUDGEMENT ALLEGE KAVANAGH MALONEY OSNATO LLP ATTORNEYS THIRD-PARTY DEFENDANT DEARBORN SUPPORT MOTION RICHARD RYAN SUBSTITUTE THEREFOR HERETO EXHIBIT FIRST AMENDED COMPLAINT SECOND COUNTERCLAIMS PARAGRAPHS WHEREFORE CLAUSE ADMIT ALLOCATION |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- I - - - - - - - - - - - - - - - - -
AIGRETTE LIMITED and D. RICHARD
5
RYAN, JR., Plaintiffs,
-against-
ERNST & YOUNG and ROGERS & WELLS,
Defendants.
- - - - - - - - - - - - - I - - - - -
ERNST & YOUNG,
o.
Third-party Plaintiff, :
-against-
ROGERS & WELLS,
Third-party Defendant. :
- - - - - - - - - - - - - - - - - - - - X
ROGERS & WELLS,
Third-party Plaintiff, :
-against-
o.
DEARBORN FINANCIAL INC. ,
Third-party Defendant. :
- - - - - - - - - - - - - -
ERNST & YOUNG, LLP,
Third-party Plaintiff, :
-against-
o.
DEARBORN FINANCIAL, INC. ,
Third-party Defendant. :
- - - - - - - - - - - - - - - - - - - -X
JAMES J. MALONEY, an attorney duly admitted to practice
in the Courts of the State of New York, affirms under penalty of
perjury as follows:
SNIPPETS:
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9
.
Government Exhibit # 3RD PARTY ACTIONS
|
EXTRACTED KEY WORDS
DEFERRED TAX FAS TAX BENEFITS DANSK PLAINTIFFS ACCOUNTING ERNST AGREEMENT PURCHASE PRICE BALANCE SHEET SCHEDULE AIGRETTE ROGERS WELLS BENEFIT RECEIVABLES SALE BROWN-FORMAN ASSET TRANSACTION STOCK EMST RYKOWSKI ACCORDANCE AMOUNT RECORDING COMPLAINT TESTIMONY TAX-EFFECTING ARBITRATION |
PlabtiKs,
Index No.
- against - 107275193
`ERNST & YOUNG and ROGERS &WELLS,
Third Party
Defendants. Index Nos.
592912193;
591719196;
591722196
Weissberg, J.
This breach of contract and professional malpractice action arises out of the sale by
p1aintSs Aigrette Ltd., and D. Richard Ryan, Jr., of all the stock of Dmsk International,
Ltd., to Lenox kc., pursuant to a Stock Purchase Agreement ("Agreemeut") dated May
17, 1991. Rogers & Wells was the law h
which represented the sellers. Defendant Emst
& Young were the accountants.
Background
Aigrette is a Cayman Islands corporation. which purchased the stock of Dansk in the
mid-1980's. It has no employees and sewed solely as a holding company for the shares of
Dansk. Its beneficial owner is Abdullah Bakhsh, a resident and citizen of Saudi Arabia.
Aigrette owned S5% of Dansk's stock at the time of the sale. Ryan was the President and
Chief Executive Officer of Dansk. He owned or had options for the other 15% of Dansk's
stock.
I
I
I Sometime in the Spring or early S m e r of 1990, Aigrette and Ryan decided that
they would attempt to sell all of their Dansk shares. On October 25, 1990, the Brown-
SNIPPETS:
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10
.
STIPULATION
|
EXTRACTED KEY WORDS
TAX BENEFIT ASSET DEFENDANTS LIMITATIONS COUNSEL DEFERRED TAX BENEFIT FAS YORK THIRD-PARTY EVIDENCE CALCULATION ABSENCE FINANCIAL ACCOUNTING STANDARD CONTRADICTING CONSOLIDATED TAX OPPOSING YFAS AVIDENCS AXPERT OT9ERJISE EXPARK DANEK INTAMATIENAL DQFIIGN8 BEME OPPOSING PAGERS DNTAD DAVIS SCOTT WEBER EDWARDS ERNST YCRRK |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - I - - -
-X
AIGRETTE LIMITED and D. RICHARD
RYAN, JR. , Plaintiffs,
-against-
ERNST & YOUNG and ROGERS & WELLS,
ERNST & YOUNG,
Third-party Plaintiff, :
-against-
*I. '
ROGERS & WELLS,
Third-party Plaintiff,
-against-
DEARBORN FINANCIAL INC.,
Third-party Plaintiff,
-against-
DEARBORN FINANCIAL, INC.,
Third-party Defendant.
-X
IT IS HEREBY stipulated and agreed by and among the
undersigned counsel f o r the parties that the return date of
Plaintiffs' motion, brought by Order to Show Cause dated February
20, 1997, to preclude Defendants from offering evidence, expert
or otherwise, with respect to the calculation pursuant to
Schedule 2.3 to the Stock Purchase Agreement dated May 17, 1991
of the deferred tax benefit asset in the absence of the
limitations imposed by Financial Accounting Standard 96 ("FAS
96" ) or any evidence, expert or otherwise, contradicting
Plaintiffs' expert that the limitations of FAS 96 would not have
SNIPPETS:
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11
.
REPLY MEM OF LAW RE TAX
|
EXTRACTED KEY WORDS
CALCULATION DEFERRED TAX DEFERRED TAX BENEFIT TESTIMONY PRECLUSION CPLR YORK COURT DEFENDANTS INTERROGATORIES RESPONSE ROGERS WELLS MOTION POPE AFF FAILURE MEMORANDUM ASSET OFFERING EVIDENCE CONTRADICTING AFFIRMATION TESTIFY EXPERT OPINION EXPERT WITNESS COUNSEL INTERROGATORIES SEEKING PROFFER HEREINAFTER |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
, , , , , , , , - - , , , - , , , , , - x
=, t
AIGREWE LIMITED end D. RICHARD
RYAN, JR.,
a # Plaintiffs,
0
-against- :
ERNST & YOUNG and ROGERS h WELLS,
Defendants.
- - - - - - - - - - - - - - - - , , , " x
ERNST & YOUHG,
Third -party Plaintiff, t
-against -
ROGERS & WELLS, ' :
Third -party Defendant. :
- - - - - - - - - - - - - -
ROGERS & WEUS,
Third-Party
-against-
DEARBOW FIHANCIAL INC.,
Third-party
- - - - - - - - " - e - " -
ERNST C YOWG, LLF,
Third -party Plaintiff, :
-against- :
DERRBORN FIWWCIAL, IHC., :
Third -party
- - - - - - - - - r r r r r
9
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - -X
AIGRETTE LIMITED and D. RICHARD : Index
RYAN, JR., Plaintiffs,
SNIPPETS:
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12
.
MALONEY AFFIRM 2
|
EXTRACTED KEY WORDS
CALCULATION DEFERRED TAX BENEFIT LOST DEFERRED TAX DEFENDANTS MOTION AFFIRMATION COURT MALONEY CHALLENGING PLAINTIFFS LAW POPE AFF EXPERT TESTIMONY THIRD-PARTY PLAINTIFF PRECLUSION HEREINAFTER AGREEMENT INTERROGATORIES CPLR BROWN-FORMAN PRECLUDE FAS SCHEDULE EXPERT DEPOSITIONS ARBITRATION CONCEDES OPPOSING PAPERS MALONEY MOVING BUSINESS OBLIGATIONS STOCK PURCHASE AGREEMENT |
e e a a
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - - X
AIGRETTE LIMITED and D. RICHARD : Index No. 93/107275
RYAN, JR., IAS PART 49
(Justice Cahn)
Plaintiffs, REPLY AFFIRMATION OF '
-against- : JAMES J. MALONEYI ESQ
IN SUPPORT OF
ERNST & YOUNG and ROGERS & WELLS, : PLAINTIFFS' MOTION TO
PRECLUDE DEFENDANTS FROM
: CHALLENGING PLAINTIFFS'
- - -X CALCULATION OF THE
DEFERRED TAX BENEFIT
ERNST & YOUNG, : RECEIVABLE
Third-party Plaintiff, : Third-party Index No.
93/592912
-against-
ROGERS & WELLS,
Third-party Plaintiff,
-against- : Third-party Index No.
96/591719
DEARBORN FINANCIAL INC.,
Third-party Plaintiff,
-against- : Third-party Index No.
96/591722
DEARBORN FINANCIAL, I N C . ,
JAMES J. MALONEY, an attorney duly licensed to practice
law in the Courts of the State of New York, affirms under the
penalties of perjury the following:
0
SNIPPETS:
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13
.
E&Y MEM RE DEF TAX ASSETS
|
EXTRACTED KEY WORDS
TAX MOTION DAMAGES OPINION INTERROGATORIES CALCULATION EVIDENCE DEFERRED TAX DEFENDANTS ASSET SPECULATION YORK PRECLUSION DANSK TESTIMONY DISCLOSURE OBJECTIONS IMPROPER CONTRACT CONSOLIDATED TAX REASON COURT TAX BENEFIT FAS BUYER AMOUNT EXCHANGE SUMMARY JUDGMENT BROWN-FORMAN |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
--c3 ----------------_I__________________ X
e AIGRETTE LIMITED and D. RICHARD
RYAN, JR., -
Plaintiffs, Index No. 93/107275
a
ERNST & YOUNG,
Third-party Plaintiff, Third Party
Index
- No. 93/592912
against -
ROGERS & WELLS,
Third-party Plaintiff, Third Party
Index No. 96/591719
a - against -
DEARBORN FINANCIAL, I N C . ,
Third-party Defendant.
--------------------__I________I__c_____
X
ERNST h YOUNG LLP,
Third-party Plaintiff, Third Party
Index
- against -
DEARBORN FINANCIAL, INC.,
Third-party Defendant.
-----3c -------------I----------------------
X c
DAVIS, SCOTT, WEBER & EDWARDS, P.C.
e 100 Park Avenue
New York, New York 10017
(212) 685- 8000
Attorneys for Defendant & Third-
Party Plaintiff Ernst & Young
Preliminary Statement
a Defendant Ernst & Young LLP (" E&Y 1l) respectfully submits
SNIPPETS:
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14
.
MEMO OF LAW IN SUP OF PLF
|
EXTRACTED KEY WORDS
DEFERRED TAX BENEFIT DEFENDANTS CALCULATION FAILURE PRECLUDE TAX BENEFIT ASSET LIMITATIONS FAS DANSK INTERROGATORIES MALONEY AFF RESPONSE EVIDENCE BROWN-FORMAN CORPORATION CONSOLIDATED TAX REASONABLE DETAIL TESTIMONY SUMMARY JUDGMENT YORK COUNSEL ROGERS THIRD-PARTY OFFERING DISCLOSURES BASIS PARTY REFUSES OPINIONS TESTIFY |
AIGRETTE LIMITED and D. RICHARD : Index No. 93/107275
RYAN, JR., Plaintiffs, : IAS Part 49
(Cahn, J. )
-against- :
ERNST Q YOUNG and ROGERS & WEUS,
ERNST L YOUNG, : Third Party Index No.
931592912
Third-Party Plaintiff, :
-against - :
ROGERS & WELLS,
Third-party P l a i n t i f f , :
-against- : Third Party Index No.
96/591722
DEARBORN FINAHCIAL, INC.,
Third -party Defendant. :
- - - - - - - - - - , , , , , , , , , - x
scmnwwa MALaaEY c OsmT-0, LLP
Attorneys for Blaintiffs and Third-
Party Defendant Dearborn Pfoancial, Inc.
415 Madison Avenue
Mew York, 11.Y. 10017
219-201-8400
PRELIMINARY STATEMENT
This memorandum is respectfully submitted in support of
Plaintiffs' motion to preclude Defendants from offering evidence,
expert or otherwise, with respect to the calculation pursuant to
Schedule 2.3 to the Stock Purchase Agreement dated May 17, 1991 of
the deferred tax benefit asset in the absence of the limitations
imposed by Financial Accounting Standard 96 ("FAS 96") or any
SNIPPETS:
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15
.
AMEND ANSR, AMEND CROSS C
|
EXTRACTED KEY WORDS
PARAGRAPH WELLS ROGERS RYAN ALLEGATIONS DENIES AIGRETTE PURCHASE DANSK AGREEMENT LENOX ADMITS FIRST AMENDED COMPLAINT ERNST STOCK PURCHASE AGREEMENT DEFERRED TAX BENEFIT COUNTERCLAIM DEFENDANT ROGERS INFORMATION SUFFICIENT RICHARD RYAN DENIES KNOWLEDGE NEGOTIATIONS BENEFIT RECEIVABLE ASSET FINANCIAL ACCOUNTING STANDARD THIRD PARTY PURCHASE PRICE OUTSTANDING STOCK BALANCE SHEET ATTORNEYS |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
AIGRETTE LIMITED and D.
RICHARD RYAN, JR.,
Plaintiffs, ~, ', !- 3996
\ ;:) `1
-against- . , ..
. .. ;.A
ERNST & YOUNG AND ROGERS & WELLS AMENDED ANSWER TO
: FIRST AMENDED COMPLAINT,
Defendants. AMENDED CROSS-CLAIM
- - - - - - - - - - - - - - - - - - - -X AND AMENDED COUNTERCLAIM
ERNST & YOUNG,
Third-party Plaintiff, : Third Party
Index No. 93/592912
-against-
ROGERS & WELLS,
Defendant Rogers & Wells, by its undersigned attorneys,
answers the First Amended Complaint herein as follows:
1. Denies knowledge or information sufficient to form
a belief as to the allegations of paragraph 2 concerning the
state of residence of plaintiff D. Richard Ryan (IIRyanrl).
2. Denies the allegations of paragraph 7 except
admits that negotiations .commenced between plaintiffs and Brown-
Forman Corporation (IIB-FII) f o r the purchase by Lenox, Incorporat-
ed (I1Lenox1l) of all of the outstanding stock of Dansk during
1990.
t
3 . Denies the allegations of paragraph 8 except
admits that Aigrette, Ryan and Lenox entered into a Stock Pur-
chase Agreement dated as of May 17, 1991 guaranteed by B-F ("the
SPA") and respectfully refers the Court to the SPA f o r the
SNIPPETS:
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16
.
ANSWR TO 1ST AMENDED COMP
|
EXTRACTED KEY WORDS
RYAN AIGRETTE PARAGRAPH ALLEGATIONS PLAINTIFFS DANSK DENIES INFORMATION SUFFICIENT ADMITS TAX YORK TRUTH AGREEMENT SCHEDULE SOLE SHAREHOLDERS ACCOUNTING INDEPENDENT AUDITS FINANCIAL STATEMENTS BALANCE SHEET PURCHASE PRICE COUNTERCLAIMS YORK CORPORATION FIRST AMENDED COMPLAINT PROFESSIONAL SERVICES CONNECTION TAX BENEFITS CALCULATION BROWN-FORMAN ARBITRATION |
AIGRETTE LIMITED and D. RICJ3ARD
RYAN, JR. ,
Plaintiffs, Index No. 93/107275
- against - ANSWER TO FIRST AMENDED
COMPLAINT AND
ERNST & YOUrjG and ROGERS & WELLS, COUNTERCLAIMS
1. Admits the allegations of paragraph 1.
2 . Admits having a belief on information that the
allegations of paragraph 2 are true.
3. Denies having knowledge o r information sufficient to
form a belief as to the truth of the allegations of paragraph 3,
except admits having a belief on information that as of
December 31, 1990 plaintiffs were the sole shareholders of Dansk
International Designs, Ltd. ("Dansk"), a New York corporation.
4. Denies the allegations of paragraph 4, except admits
that from 1985 up to the time Dansk was sold by plaintiffs Ernst &
Young was a partnership engaged in the practice of public
accounting with an office at 277 Park Avenue, New York, New York,
and that Ernst & Young performed independent audits of Dansk's year
end financial statements, prepared Dansk's tax returns and was
consulted by Dansk with respect to various accounting o r tax
matters.
5 . Admits having a belief on information that the
allegations of paragraph 5 are true.
7 . Denies having knowledge or information sufficient to
form a belief as to the truth of the allegations of paragraphs 8 to
1 0 , except admits having a belief on information that plaintiffs
and Lenox, Incorporated (llLenoxll) entered into a Stock Purchase
SNIPPETS:
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17
.
CROSS CLAIM & COUNTER
|
EXTRACTED KEY WORDS
PLAINTIFFS WELLS ROGERS RYAN ALLEGATIONS DENIES PURCHASE AIGRETTE AGREEMENT ADMITS LENOX FIRST AMENDED COMPLAINT INFORMATION SUFFICIENT YORK SCHEDULE DEFERRED TAX BENEFIT DEFENDANT ROGERS DENIES KNOWLEDGE STOCK PURCHASE AGREEMENT RESPECTFULLY REFERS NEGOTIATIONS SPA FINANCIAL ACCOUNTING STANDARD BENEFIT RECEIVABLE ASSET PURCHASE PRICE RICHARD RYAN BALANCE SHEET THIRD PARTY BROWN-FORMAN CORPORATION |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
_ - - _ _ - _ _ - - _ _ - - - _ - - - -X
AIGRETTE LIMITED and D. : Index No. 93/107275
RICHARD RYAN, JR.,
Plaintiffs,
-against-
ERNST & YOUNG AND ROGERS & WELLS ANSWER TO FIRST
AMENDED COMPLAINT,
CROSS-CLAIM AND
COUNTERCLAIM
ERNST & YOUNG,
Third-party Plaintiff, : Third Party
Index No. 93/5s912
-against- a-
ROGERS & WELLS,
Third-party Defendant. :
Defendant Rogers & Wells, by its undersigned aEorneys,
answers the First Amended Complaint herein as follows:
1. Denies knowledge or information sufficient to form
a belief as to the allegations of paragraph 2 concerning the
state of residence of plaintiff D. Richard Ryan (llRyanl').
2 . Denies the allegations of paragraph 7 except
admits that negotiations commenced between plaintiffs and Brown-
Forman Corporation (''B -FII) f o r the purchase by Lenox, Incorporat-
3 . Denies the allegations of paragraph 8 except
admits that Aigrette, Ryan and Lenox entered into a Stock Pur-
chase Agreement dated as of May 17, 1991 guaranteed by B-F ("the
SPA") and respectfully refers the Court to the SPA for the
contents thereof.
4 . Denies the allegations of paragraph 9 and respect-
fully refers t h e Court to the provisions of section 2.2 of the
SPA for the contents thereof.
5. Denies the allegations of paragraph 10 and re-
spectfully refers the court to Section 2 . 3 of the SPA for the
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18
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Government Exhibit # 3RD PARTY
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EXTRACTED KEY WORDS
DANSK PLAINTIFFS AIGRETTE ROGERS WELLS RYAN THIRD-PARTY PLAINTIFF ROGERS PURCHASE PRICE SCHEDULE YORK ERNST TAX BENEFIT RECEIVABLES LENOX SHARES THIRD-PARTY DEFENDANT COMPLAINT SHAREHOLDERS AGREEMENT PARAGRAPH DEFERRED TAX BENEFIT BENEFIT RECEIVABLE ASSET CERTIFIED PUBLIC ACCOUNTANT CALCULATION ESTIMATED PURCHASE PRICE BALANCE SHEET SUPREME COURT PRINCIPAL OFFICE ILLINOIS CORPORATION FINANCIAL ACCOUNTING STANDARDS |
SUPREME COURT 0% THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - *
-X
AIGRETTE LIMITED and D. : Index No.
RICHARD RYAN, JR.,
Plaintiffs,
-against-
ERNST & YOUNG AND ROGERS & WELLS
- - - Defendants.
ERNST & YOUNG, : Index No.
Third-party Plaintiff, :
- against -
ROGERS & WELLS,
Third-party Defendant. :
_ _ _ _ - - - - - - _ _ _ _ _ _ -x Third-party
ROGERS & WELLS,
Third-party Plaintiff, : Third Party
Index
-against-
DEARBORN FINANCIAL, INC.
Third-party Defendant. :
Third-party Plaintiff Rogers & Wells, f o r its Third-
Party Complaint against Dearborn Financial, Inc. ("Dearborn")
alleges as follows:
t
r
1. Third-party Plaintiff Rogers & Wells is a New York
partnership, engaged in the practice of law, with its principal
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19
.
MALONEY RE VACATE NOTE
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EXTRACTED KEY WORDS
COURT RYAN DEFENDANTS DEARBORN PURCHASE PRICE STOCK ASSERT DISCOVERY COUNSEL COMPLAINT SCHEDULE STOCK PURCHASE AGREEMENT CALCULATION DANSK THIRD-PARTY PARTIES YORK POTENTIAL CONFLICT LENOX DRAFT CONFERENCE AIGRETTE READINESS ACCORDANCE ACCOUNTING ADVICE INDEPENDENT COUNSEL REQUEST PLEADINGS |
SUPREKE COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - I -
AIGRETTE LIMITED and D. RICHARD
RYAN, J R . ,
Plaintiffs,
vs
ERNST & YOUNG and ROGERS & WELLS,
Defendants.
- - - - - - - - - - - - - - - - - - - -X
ERNST & YOUNG,
Third-party
Plaintiff,
vs .
ROGERS & WELLS,
Third-party
Defendant.
- - - - - I - - - - - - - - - - - - -
JAMES J. MALONEY, an attorney duly licensed to practice
law in the Courts of the State of New York, affirms under the
penalties of perjury the following:
1. I am a member of the firm of Kavanagh Peters Powell &
Osnato attorneys f o r Plaintiffs in this action. I submit this
affirmation in support of Plaintiffs' motion to vacate the Note
of Issue and Statement of Readiness filed by Defendant Ernst &
Young ("E&Y") on the ground that this action is not ready for
trial because a potential conflict of interest has developed
between the two Plaintiffs which may necessitate the need to
obtain new counsel.
2. This is an action for professional malpractice and
breach of contract against E&Y and Rogers & Wells ("R&W") in
connection with Plaintiffs' sale of their stock in Dansk
International Designs, Inc. ( l1DanskIf)
.
3. Plaintiffs are the former shareholders of Dansk.
Plaintiffs sold their stock in Dansk to Lenox, Inc., a wholly
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20
.
RESP TO PLF 2ND NTPRODUCE
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