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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
SNIPPETS:
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18
.
Government Exhibit # 3RD PARTY
|
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
SNIPPETS:
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19
.
MALONEY RE VACATE NOTE
|
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
SNIPPETS:
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20
.
RESP TO PLF 2ND NTPRODUCE
|
EXTRACTED KEY WORDS
RESPONSE STRAUSS TIME RECORDS MATTER PUBLICATIONS PLAINTIFFS PRODUCTION OBLIGATIONS UNDULY BURDENSOME REUUEST RESDONSE REAUEST SALE DANSK RECRUEST WAIVER ACCOUNTANT YORK YOUNG LLP DEFEND INSTRUCTIONS PURPORT REMEST INSURANCE BUSINESS NORMAN STRAUSS CONNECTION FAS FASB ARBITRATOR |
a m
SUPREME COURT OF THE STATE OF N E W YORK
COUNTY OF NEW YORK
AIGRETTE LIMITED and D. RICHARD
RYAN, JR. , Index No. 93/107275
Plaintiffs,
- against -
ERNST & YOUNG LLP and
ROGERS & WELLS,
Defendants. RESPONSE OF ERNST & YOUNG
TO PLAINTIFFS' SECOND
NOTICE TO PRODUCE
Third Party
Index No. 93/592912
Defendant Ernst & Young LLP (IIE&Y 1') hereby submits its
objections and responses to Plaintiffs' Second Notice to Produce to
Ernst & Young and First Notice to Produce to Rogers & Wells.
Documents will be produced pursuant to this response at a time and
place to be mutually agreed upon among counsel.
General Obiections
1. E&Y objects to Definitions and Instructions E and I
to the extent that they purport to require production of documents
created or received after the date of the commencement of this
action on the ground that such documents, if any, are irrelevant to
the subject matter of this action.
, * 8
2 . E&Y objects to Definitions and Instructions G and H
to the extent that they purport to impose obligations upon E&Y
inconsistent with or greater than the obligations imposed by the
New York Civil Practice Law and Rules.
SNIPPETS:
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21
.
RESP OF DEF TO 2ND INTERR
|
EXTRACTED KEY WORDS
INTERROGATORY INTERROSATORV RESPONSE ERNST DANSK AMOUNT STOCK INTERROQATORV SALE WELLS CONNECTION ROGERS RESDONSE YORK BILL STOCK PURCHASE AGREEMENT DEFERRED TAX BENEFIT PURCHASE PRICE ENGAGEMENT DISCOVERY CALCULATION BALANCE SHEET YOUNG CONTENDS YOUNG LLP OBJECTIONS INTERROGATORY PURPORTS ESTIMATED PURCHASE PRICE ARBITRATION PROFESSIONAL SERVICES |
a 0 a a - @
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF N E W YORK
AIGRETTE LIMITED and D. RICHARD
RYAN, JR. , Index No. 93/107275
Plaintiffs,'
- against -
ERNST & YOUNG LLP and
ROGERS & WELLS,
Defendants,
RESPONSE OF ERNST & YOUNG
X TO PLAINTIFFS' SECOND
SET OF INTERROGATORIES
ERNST & YOUNG,
Third-party Plaintiff,
- against -
ROGERS & WELLS,
T h i r d Party
Index No. 93/592912
Defendant Ernst & Young LLP hereby submits its objections
a z d responses to Plaintiffs' Second Set of Interrogatories to E m s t
& Young.
Responses to Interrosatories
Interroqatow No. 1
State the total fees and disbursements billed to
Plaintiffs and/or Dansk for services rendered in connection with
the sale of Dansk's stock to Lenox from October 1, 1990 through
Gctober 31, 1992. Include in your response the date of each bill,
t h e amount of fees and disbursements charged in each bill and t h e
period covered by each bill.
SNIPPETS:
|
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22
.
R&W ANSWRS + OBJECTIONS
|
EXTRACTED KEY WORDS
WELLS PLAINTIFFS INTERROGATORY OBJECTIONS RYAN WELLS OBJECTS ERNST SCHEDULE STOCK PURCHASE AGREEMENT AIGRETTE PURSUANT DRAFTS PARAGRAPH DEFERRED TAX BENEFIT PURCHASE PRICE WELLS CONTENDS GENERAL OBJECTIONS RESPONSIBILITY YORK DEFENDANT CALCULATION EXPERTISE FIRST AMENDED COMPLAINT PROFESSIONAL SERVICES TOTALING DISBURSEMENTS THIRD PARTY HYPOTHETICAL QUESTION TRANSACTION ESTIMATED PURCHASE PRICE |
a
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - -X
AIGRETTE LIMITED and D.
RICHARD RYAN, JR. ,
: Index No. 93/107275
Plaintiffs,
-against-
ERNST & YOUNG and ROGERS & WELLS,
Defendants.
- - - - - - - - - - - - - - - - - - - -x Third Party I
Index No. 93/592912
ERNST & YOUNG,
Third-party Plaintiff, :
-against-
ROGERS & WELLS,
Third-party Defendant. :
ROGERS & WELLS ANSWERS AND OBJECTIONS
TO PLAINTIFFS' FIRST SET OF INTERROGATORIES
Defendant and Third Party Defendant Rogers & Wells ("Rogers
& Wells1') pursuant to CPLR 3133, hereby states its Answers and
Objections to Plaintiffs' First Set of Interrogatories to Rogers
& Wells.
A . General Objections
1. Rogers & Wells objects to the Interrogatories to
the extent that they seek to impose requirements or obligations
I I, a a - m
upon Rogers & Wells inconsistent with the Civil- Practice Law and
Rules.
SNIPPETS:
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23
.
PLF RESP TO 2ND INTERROGA
|
EXTRACTED KEY WORDS
RECEIVING INTERROGATORY AMOUNT LENOX DEFENDANTS PURCHASE PAYMENTS STOCK RESPONSE PURCHASE PRICE TAX BENEFIT RECEIVABLEN1 DANSK EXHIBITS DEPOSITION ERNST ROGERS WELLS WORK PRODUCT TRANSACTION BATES FACTS SALE ACCOUNT AGREEMENT COMPLAINT DEFERRED TAX BENEFITS COUNSEL COURT EVIDENCE |
e ' m 0 a '
SUPREME COURT OF THE STATE OF NEW YORK .
COUNTY OF NEW YORR
-X
AIGRETTE LIMITED and D. RICHARD Index No. 93/107275
RYAN, JR. , IAS P a r t 4 9
(Justice Cahn)
Plaintiffs,
vs .
ERNST & YOUNG and ROGERS & WELLS,
Defendants.
- - - - - - - - - - - - - - I C - - - - X
ERNST & YOUNG, Third-party
Index No. 93/592912
Third-party Plaintiff,
vs .
ROGERS & WELLS,
Third-party Defendant.
PIAINTIFFS' RESPONSE TO
ERNST & YOUNG'S SECOND SET OF INTERROGATORIES
Plaintiffs hereby object and respond to Ernst & Young's
Second Set of Interrogatories dated July 9, 1996 as follows:
OBJECTIONS
1. Plaintiffs object to E m s t & Young's Second S e t of
Interrogatories t o the extent that they seek -disclosure of
information which is beyond the scope of that required to be
disclosed by the Civil Practice Rules and Laws.
2. Plaintiffs object t o providing any responses which would
require providing information which is protected by the attorney
client, attorney work product or any other applicable privilege.
3. Plaintiffs object to the definition of I 1P l a i n t i f f " and
SNIPPETS:
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24
.
Government Exhibit # 1ST AMENDED COMP
|
EXTRACTED KEY WORDS
DEFERRED TAX BENEFITS SCHEDULE AGREEMENT PURCHASE PRICE LENOX BALANCE SHEET AMOUNT TAX BENEFIT RECEIVABLES DANSK DRAFT YORK ERNST DISTRIBUTION RELEVANT TIMES DEFENDANT ERNST LANGUAGE PARAGRAPH ACCOUNTING CALCULATION ESTIMATED PURCHASE PRICE FUTURE TAX BENEFITS SFAS PLAINTIFFS AIGRETTE RICHARD RYAN SHAREHOLDER EXPERTISE RESPONSIBILITY REASONABLE CARE MANUFACTURING |
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,
-against-
ERNST & YOUNG and ROGERS & WELLS,
ERNST & YOUNG, : Third Party Index No.
83/592912
Third-party Plaintiff, :
-against- : FIRST AMENDED COMPLAINT
Plaintiffs Aigrette Limited ( lwAigrette tl) and D. Richard
Ryan, Jr. (IIRyan tt) , by their attorneys Kavanagh Peters Powell &
Osnato, for their first amended complaint allege as follows:
1. Plaintiff Aigrette is a foreign corporation organized
under the laws of t h e Cayman Islands.
2. Plaintiff D. Richard Ryan, Jr., is a resident of the
S t a t e of Illinois.
3 . Plaintiffs were the sole shareholders of Dansk
International Designs, Ltd. (wwDanskwt), a New York corporation,
which was in the business of manufacturing and distributing
dinnerware, crystal and flatware.
1
4 . Upon information and belief , at a11 relevant times
defendant Ernst & Young (l1E&YI 1) was a partnership engaged in the
practice of public accounting which maintains offices at 277 Park
Avenue, New York, N.Y. At all relevant times, from at least 1985,
E&Y was the independent auditor and accounting firm which audited
Dansk`s financial statements and also provided tax advice to Dansk
SNIPPETS:
|
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25
.
Government Exhibit # 2ND NOTICE TO PRODUCE
|
EXTRACTED KEY WORDS
PLAINTIFFS REQUESTS REPRESENTATIVES DEARBORN RESPONSE STOCK CONTROL FAS DEPOSITION DANSK SALE TRANSACTION TELEPHONE RECORDS YORK DEPOSITION EXHIBIT PARTY EMPLOYEES FINANCIAL STATEMENTS BUSINESS ATTORNEY DEFENDANTS ROGERS WELLS ACCOUNTANT ERNST AGENTS REFERENCE BROWN-FORMAN PRIVILEGE POSSESSION CUSTODY |
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, PLAINTIFFS'
NOTICE TO PRODUCE TO
vs. ERNST & YOUNG AND
FIRST NOTICE TO
ERNST & YOUNG and ROGERS & WELLS, PRODUCE TO ROGERS &
WELLS
Defendants.
- - - - - - - - - - - - - - -
I - , -
c - x
ERNST & YOUNG, Third-party
Index No.. 93/592912
Third-Pa~y
Plaintiff, :
VS .
- X
1996
SNIPPETS:
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26
.
Government Exhibit # 2ND NTP TO PLFS
|
EXTRACTED KEY WORDS
REQUEST RYAN PLAINTIFFS ERNST COMPLAINT THIRD-PARTY DEFENDANT RESPONDING LENOX DANSK PRIVILEGE ATTORNEYS RICHARD RYAN AGREEMENTS FAC PARTY BROWN-FORMAN DEARBORN CIVIL PRACTICE LAW PURCHASE EXHIBITS REFERENCES INTERROGATORIES PARAGRAPH TRANSACTION PARTIES ARBITRATION REFERRING PARTNERS |
0 *. a
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
AIGRETTE LIMITED and D. RICHARD
RYAN, JR. ,
Plaintiffs, Index No. 93/107275
(Cahn, J.)
- against -
ERNST & YOUNG,
Defendant.
--l-----------l-----___________II_______ X SECOND NOTICE TO
PRODUCETOPLAINTIFFS
ERNST & YOUNG,
Third-party Plaintiff, Third Party
Index No. 93/592912
- against -
ROGERS & WELLS,
Third-party Defendant.
PLEASE TAKE NOTICE that, pursuant to Rule 3120 of the
Civil Practice Law and Rules, defendant and third-party plaintiff,
Ernst & Young, demands that plaintiffs produce and permit
inspection and copying by Ernst .& Young of the documents and things
responsive to t h e Document Requests set forth below at the off ices
of Davis, Scott, Weber & Edwards, P.C., 100 Park Avenue, New York,
New York 10017 at 1O:OO a.m. on July 30, 1996.
SNIPPETS:
|
|
27
.
PLF 2ND NOTICE TO PRODUCE
|
EXTRACTED KEY WORDS
REQUEST PLAINTIFFS FAS SALE DEPOSITION RESPONSE STOCK PURCHASE AGREEMENT ROGERS WELLS REPRESENTATIVES DEARBORN ACCOUNTANT YORK RYAN DEFENDANTS ATTORNEYS EXHIBIT PARTY EMPLOYEES OFFICERS LENOX BROWN-FORMAN FINANCIAL STATEMENTS BUSINESS CONTROL CONNECTION STRAUSS DANSK SALE TRANSACTION WELCH |
a a a
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
_ _ _ - - - I c - I c - I - I I - - - - X
AIGRETTE LIMITED and D . RICHARD Index No. 93/107275
RYAN, JR.,
plaintiffs, PLAINTIFFS'
NOTICE TO PRODUCE TO
vs ERNST &
FIRST
ERNST & YOUNG and ROGERS & WELLS, PRODUCE TO
WELLS
Defendants.
Third-party
Index No..93/592912
ROGERS & WELLS,
Third-party Defendant.
PLEASE TAKE NOTICE t h a t pursuant to CPLR 3101 (f) and 3120
of the Civil Practice Law and Rules, plaintiffs Aigrette Limited
and D. Richard Ryan
- . . -. demand
. . that you produce and permit inspection
and -copying by the above plaintiffs and their attorneys of the
documents and things responsive to the Document Requests set forth
SNIPPETS:
|
|
28
.
E&Y MEMO OF LAW RE EVIDEN
|
EXTRACTED KEY WORDS
REQUEST FAS DANSK PRODUCTION PRECLUSION DISCOVERY DEPOSITION PRIVILEGE DEFERRED TAX EXH JOHNSON RESPONSE POPE AFF ROGERS WELLS DEFENDANT WITHHELD WITNESSES LEWIS JOHNSON MOTION DISCLOSURE RYAN MEMORANDUM EVIDENCE SUFFICIENT REASON PRIOR FINANCIAL STATEMENTS COURT YORK |
RYAN, JR.,
Plaintiffs, Index No. 93/107275
- against -
ERNST & YOUNG and ROGERS
a & WELLS,
Defendants.
-----------ccc--------------------------
X
ERNST & YOUNG,
Third-party Plaintiff, Third Party
- Index No. 93/592912
against -
ROGERS & WELLS,
a Third-party Defendant.
--------------------_IIIII____C_________
X
ROGERS & WELLS,
Third-party Plaintiff, Third Party
- Index No. 96/591719
against -
DEARBORN FINANCIAL, INC., -.
Third-party Defendant.
ERNST L YOUNG LLP, .
Third-party Plaintiff, Third Party
' :
- against -
DEARBORN FINANCIAL, INC. , JUN 2 4
ERNST L YOUNG08 MEMORANDUM OF LAW
PLAINTIFFS0 MOTION TO PRECLUDE DEFENDANTS PROM OFFERING + .,<-
*a
TESTIMONIAL OR DOCUMENTARY EVIDENCE CONCERNING
DISCUSSIONS WITH PLAINTIFFS OR LEWIS JOHNSON CONCERNING
FAS 96
DAVIS, SCOTT, WEBER & EDWARDS, P.C.
100 Park Avenue
New York, New York 10017
(212) 685- 8000
Attorneys f o r Defendant & Third-
Party Plaintiff Ernst & Young
Defendant Ernst & Young LLP (8tE&Y 11) respectfully
a submits this memorandum in opposition to plaintiffs' motion to
preclude defendants from offering testimonial or documentary
SNIPPETS:
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29
.
BRIDENDALL DEPO
|
EXTRACTED KEY WORDS
INCOME TAX FINANCIAL STATEMENTS FOOTNOTE BROWN-FORMAN ACCOUNTING SELLERS EXHIBIT SFAS PUBLICATIONS PARAGRAPH TEMPORARY DIFFERENCES RECORDING READER FINANCIAL STATEMENT PURPOSES BUYER BROVN-FOMAN REFERRING RECOGNITION EXPENSE KNOWLEDGEABLE READER ELECTION CRITERIA PLAINTIFFS REASONS TRACEY BALANCE SHEET DIVERGE DANSK |
e *
SUPREME COURT
COUNTY OF NEW YORK
AIGRETTE LIMITED AND ) I n d e x No. 93/107275
RICHARD RYAN, JR. ) Third-party Index N o .
) 93/592912
Plaintiffs, 1
v s . 1
ERNST & YOUNG, 1 1
D e f e n d a n t .
DEPOSITION FOR PLAINTIFFS
* * * * * * * * *
DEPONENT : JOHN PHILIP BRIDENDALL
DATE : June 26, 1996
* * * * * * * * *
Larry A. Smith, CSR/RPR
C o u r t R e p o r t e r
DISK
ENCLOSED
LARRY A . SMITH
COURT REPORTER
1710 NEW ALBANY/CHARLESTOWN R O A D #82
JEFFERSONVILLE, INDIANA 47130
(812) 284-4131
a a a a e a a a
2 0 8
restrictions on the recording of t h e deferred t a x
SNIPPETS:
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30
.
ANSWR TO 3RD PARTY COMP
|
EXTRACTED KEY WORDS
YORK PARAGRAPH DENIES ALLEGATIONS ERNST DEFENDANT RESPECTFULLY REFERS ADMITS COURT PLAINTIFF COUNTY AGREEMENT THEREOF ROGERS WELLS STOCK PURCHASE RESPONSE SWORN DEPOSITING SALE DANSK DAMAGES CONNECTION BROWN-FORMAN CONTEXT BALANCE SHEET BREACH NEGLIGENCE MALPRACTICE |
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
. :._, . ,. . i -,
* .
,, ,:< , . - ' , \ '
ANSWER TO THIRD-PARTY
COMPLAINT
Third Party
Index No. 93/592912
4. Admits that a Stock Purchase was entered into with
respect to the sale of Dansk, and that a closing occurred on or
about July 2, 1991 with respect thereto, respectfully refers the
Court to the stock Purchase Agreement for the content thereof, and
otherwise denies the allegations of paragraph 9 of the Third-party
Complaint.
5. Respectfully refers the Court to the Stock Purchase
Agreement for the contents thereof and otherwise denies the
allegations of paragraph 10 of the Third-party Complaint.
6. Denies the allegations of paragraphs 11, 12, and 13
of the Third-party Complaint except admits that it was retained to
provide, and did provide, legal advice and legal services in
connection with the sale of Dansk to Brown-Forman.
7. Denies the allegations of paragraphs 14, 15, 19, 2 0 ,
30, 33, 35, and 36 of the Third-party Complaint.
8. Denies the allegations of paragraph 16 of the Third-
Party Complaint except admits that Ernst & Young attended one or
more meetings at which it provided advice on subjects to which it
was engaged to advise with respect to the proposed sale of Dansk to
Brown-Forman and respectfully refers the Court to the documents
referred to in said paragraph for their contents and context.
9. Respectfully refers the Court to the documents
referred to in paragraphs 17, 18 and 21 of Third-party Complaint
for their contents and context and otherwise denies the allegations
of said paragraphs.
SNIPPETS:
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31
.
Government Exhibit # 3RD PARTY COMP
|
EXTRACTED KEY WORDS
AIGRETTE ERNST WELLS ROGERS AGREEMENT LENOX TAX SCHEDULE PURCHASE PRICE AMOUNT PRINCIPAL ACTION BALANCE SHEET TAX BENEFITS YORK DANSK LANGUAGE BROWN-FORMAN NEGOTIATIONS PARAGRAPH PLAINTIFFS CALCULATION DRAFTS DEFERRED TAX BENEFITS FUTURE TAX ASSETS RECORDING TAX EFFECTING PROPER REASONABLE CARE |
SupaEME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
AIGRETI'E LIMImD and D. RICHARD : Index No. 931107275
RYAN, JR.,
Plaintiffs, : THIRD-PARTYCOMPlLAINT
ERNST & YOUNG,
Defendant.
ERNST & YOUNG,
Third-party Plaintiff,
-against -
ROGERS & WELLS,
Third-party Defendant.
, . ...
,.' Third-party plaintiff Ernst & Young, for its Third -party Complaint, alleges as
follows upon knowledge as to itself and its o w n acts and upon information and belief
as to all other matters:
1. Third-party plaintiff Ernst & Young is a partnership engaged in the
practice of public accounting that maintains offices at 787 Seventh Avenue, New
York, New York.
2. Third-party defendant Rogers & Wells is a partnership engaged in the
practice of law that maintains its principal place of business at 200 Park Avenue,
I New York, New York.
1 -
0
3. Aigrette Limited ("Aigrette") is a foreign corporation organized under
the laws of the Cayman Islands. Aigrette is one of the plaintiffs in the principal
action against Ernst & Young.
4. D. Richard Ryan, Jr. ("Ryan") is an individual residing in the State of
Connecticut. Ryan is one of the plaintiffs in the principal action against Ernst &
Young.
5. Venue lies in New York County pursuant to CPLR 6 503 because third-
party defendant maintains its principal office here.
SNIPPETS:
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32
.
NOTICE TO PRODUCE
|
EXTRACTED KEY WORDS
REQUESTS DEFENDANT DANSK COMMUNICATION LENOX STOCK PURCHASE AGREEMENT BALANCE SHEET RESPONDING RELATING THEREOF CALCULATION ARBITRATION YORK REFERRING NOUN PEAUEST REAUEST PRIVILEGE NEGOTIATION INTERPRETATION SFAS FASB AMOUNT DEFERRED TAX BENEFITS ATTORNEYS NECESSARYTO MATTER SCOPE PREPARATION |
L
C '
SUPREME COURT OF THE STATE OF NEW YORX
COUNTY OF NEW YORK
I - - - I - - I - - c - - I - c - - - -X
AIGRETTE LIMITED and D. RICHARD Index No. 93/107275
RYAN, JR.,
Plaintiffs, NOTICE TO PRODUCE
vs .
ERNST & YOUNG,
SIRS:
' PLEASE TAKE NOTICE that: pursuant to Rule 3120 of the Civil
Practice Law and Rules, plaintiffs .Aigrette Limited and D. Richard
Ryan demand that you produce and permit inspection and copying by
the above plaintiffs and their attorneys of the documents and things
responsive to the Document Requests set f o r t h below at the offices
of Wright Manning Rips & Maloney, 641 Lexington Avenue, New York,
NY 10022 at 1O:OO a.m. on July 6, 1993.
5 . . t
1'
SNIPPETS:
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33
.
ANSWER + COUNTERCLAIMS
|
EXTRACTED KEY WORDS
RYAN AIGRETTE PARAGRAPH ALLEGATIONS DANSK AGREEMENT PLAINTIFFS DENIES BALANCE SHEET PURCHASE PRICE CLOSING SCHEDULE TAX ADMITS AMOUNT LENOX PAID TRUTH ARBITRATION COUNTERCLAIM CALCULATION EXPENSES REQUEST ACCOUNTING INFORMATION SUFFICIENT ADJUSTMENTS PURSUANT YORK PROFESSIONAL SERVICES |
SUPREME COURT OF THE STATE OF m W
YORK
COUNTY OF NEW Y O N
AIGRElTE LIMITED and D. RICHARD : Index No. 93/107275
RYAN,
JR.,
Plaintiffs, : ANSWER AND COUNTERCLAIMS
-against-
ERNST & YOUNG,
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 or 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. Admits the allegations of the first sentence of paragraph 4 and denies
the allegations of the second sentence of paragraph 4, except admits that from 1985
up to the time Dansk was sold by plaintiffs 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 or tax matters.
5. Denies having knowledge or information sufficient to form a belief as
to the truth of the allegations of paragraphs 5 and 6.
6. Denies having knowledge or information sufficient to form a belief as
to the truth of the allegations of paragraphs 7 to 9, except admits having a belief on
information that plaintiffs and Lenox, Incorporated ("Lenox") entered into a Stock
Purchase Agreement dated as of May 17, 1991 (the "Agreement"), and refers to the
Agreement for its terms.
7. Denies the allegations of paragraphs 10-16.
8. Admits the allegations of paragraph 17.
9. Denies the allegations of paragraph 18, except admits that a
SNIPPETS:
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34
.
COMPLAINT
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EXTRACTED KEY WORDS
DEFERRED TAX BENEFITS SCHEDULE AGREEMENT PURCHASE PRICE BALANCE SHEET LENOX AMOUNT CALCULATION B-F ASSET RYAN FINANCIAL ACCOUNTING STANDARD FUTURE TAX BENEFITS PARAGRAPH SFAS SUPREME COURT ACCORDANCE ESTIMATED PURCHASE PRICE PROVISIONS INCLUSION DEDUCTIBLE EXPENSES EXPENSE ACCRUALS COMPLAINT CAYMAN ISLANDS RICHARD RYAN SHAREHOLDER EQUITY CONSOLIDATED TAX ACCOUNTANTS CONNECTION |
SUPREME COURT OF THE STATE OF NEW YORH
COUNTY OF NEW YORR
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Plaintiffs Aigrette Limited ("Aigrette") and D .
R i c h a r d Ryan, Jr., ( " R y a n " ) , by their a t t o r n e y s , Wright: Manning
R i p s & Maloney, f o r their complaint al!.ege 2s foXlows:
3 . P l a i n t i f f A i g r e t t e i s a f o r e i g n corporation
c r y a n i z e d under t h e laws of t h e Cayman Islands.
2. Plaintiff D. Richard Ryan, Js., is a resident of
t~~~
S1::atci of C o n n e c t i c u t .
3 . P l a i n t i f f s vrere the sole zh.arebo7ders z.f D a n s k
I n t e r -n a t i o n a l Designs, Ltd. (" Dansk") a. New York c o r p o r a t i o n
w h i k h :is it: the business of rnarluf acku.ri:1?; a n d distI:iIsut:ing
New Yorlc, N.Y. A t a l l r e l e v a n t times, from, a t l e a s t 1 9
was t h e independent auditor and a c c o u n t i n g firm which a u d i t e d
Dansk's financial s t a t e m e n t s and also provided t a x a d v i c e t o
Dansk i n t h e p r e p a r a t i o n of its t a x returns.
5 . Brown-Forman C o r p o r a t i o n ('*&-E''') i s t h e p a r e n t
company of Lenox, I n c o r p o r a t e d ("Lenox") , a New Jersey
corporation. Lenox is i n t h e business of manufacturing and
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