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AIGRETT LTD v ERNST & YOUNG Click to find out why . . .



Keywords & Phrases
CaseNo: ALVEY89119, CourtCode: SM, CourtName: NEW YORK STATE SUPREME COURT N2, Plaintiff: AIGRETT LTD, State: NY New York, UniqueCaseRef: LCD>ALVEY89119, Wells, Rogers, Ryan, Paragraph, Ernst, Aigrette, Dansk, Allegations, Agreement, Denies, York, Calculation, Lenox, Deferred Tax Benefit, Schedule, Purchase Price, Interrogatory, Admits, Purchase, Information Sufficient, Amount, Balance Sheet, Stock Purchase Agreement, Response, Dearborn, Tax, First Amended Complaint, Motion, Fas, Objections, Deferred Tax Benefits, Interrosatorv, Stock, Sale, Accounting, Deferred Tax, Request, Lost Deferred Tax, Defendant Rogers, Interrogatories, Negotiations , ContentID: 120243474

Case Documents
1 1997-09-19 PRE ARGUEMENT STATEMENT
[ see first page and extracted highlights below  ] ItemID: 107410
7 pages
PDF
2 1997-08-21 AFFIRMATIOM
[ see first page and extracted highlights below  ] ItemID: 107391
11 pages
PDF
3 1997-07-10 TRACEY AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107484
7 pages
PDF
4 1997-06-24 SUPP AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107483
5 pages
PDF
5 1997-06-24 POPE AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107409
7 pages
PDF
6 1997-06-24 CONNELL AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107398
5 pages
PDF
7 1997-06-12 REPLY MALONEY AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107412
4 pages
PDF
8 1997-05-28 MALONEY AFFIRMATION
[ see first page and extracted highlights below  ] ItemID: 107403
2 pages
PDF
9 1997-05-14 Government Exhibit # 3RD PARTY ACTIONS
[ see first page and extracted highlights below  ] ItemID: 107388
12 pages
PDF
10 1997-03-13 STIPULATION
[ see first page and extracted highlights below  ] ItemID: 107482
4 pages
PDF
11 1997-03-13 REPLY MEM OF LAW RE TAX
[ see first page and extracted highlights below  ] ItemID: 107413
8 pages
PDF
12 1997-03-13 MALONEY AFFIRM 2
[ see first page and extracted highlights below  ] ItemID: 107402
11 pages
PDF
13 1997-03-13 E&Y MEM RE DEF TAX ASSETS
[ see first page and extracted highlights below  ] ItemID: 107400
10 pages
PDF
14 1997-02-19 MEMO OF LAW IN SUP OF PLF
[ see first page and extracted highlights below  ] ItemID: 107405
4 pages
PDF
15 1996-11-14 AMEND ANSR, AMEND CROSS C
[ see first page and extracted highlights below  ] ItemID: 107392
20 pages
PDF
16 1996-10-25 ANSWR TO 1ST AMENDED COMP
[ see first page and extracted highlights below  ] ItemID: 107394
15 pages
PDF
17 1996-10-18 CROSS CLAIM & COUNTER
[ see first page and extracted highlights below  ] ItemID: 107399
21 pages
PDF
18 1996-10-18 Government Exhibit # 3RD PARTY
[ see first page and extracted highlights below  ] ItemID: 107390
12 pages
PDF
19 1996-10-08 MALONEY RE VACATE NOTE
[ see first page and extracted highlights below  ] ItemID: 107404
8 pages
PDF
20 1996-09-05 RESP TO PLF 2ND NTPRODUCE
[ see first page and extracted highlights below  ] ItemID: 107481
4 pages
PDF
21 1996-09-05 RESP OF DEF TO 2ND INTERR
[ see first page and extracted highlights below  ] ItemID: 107414
14 pages
PDF
22 1996-09-05 R&W ANSWRS + OBJECTIONS
[ see first page and extracted highlights below  ] ItemID: 107411
25 pages
PDF
23 1996-09-05 PLF RESP TO 2ND INTERROGA
[ see first page and extracted highlights below  ] ItemID: 107408
11 pages
PDF
24 1996-08-23 Government Exhibit # 1ST AMENDED COMP
[ see first page and extracted highlights below  ] ItemID: 107385
16 pages
PDF
25 1996-07-11 Government Exhibit # 2ND NOTICE TO PRODUCE
[ see first page and extracted highlights below  ] ItemID: 107386
9 pages
PDF
26 1996-07-09 Government Exhibit # 2ND NTP TO PLFS
[ see first page and extracted highlights below  ] ItemID: 107387
6 pages
PDF
27 1996-06-24 PLF 2ND NOTICE TO PRODUCE
[ see first page and extracted highlights below  ] ItemID: 107407
9 pages
PDF
28 1996-06-24 E&Y MEMO OF LAW RE EVIDEN
[ see first page and extracted highlights below  ] ItemID: 107401
8 pages
PDF
29 1996-06-24 BRIDENDALL DEPO
[ see first page and extracted highlights below  ] ItemID: 107396
15 pages
PDF
30 1994-02-14 ANSWR TO 3RD PARTY COMP
[ see first page and extracted highlights below  ] ItemID: 107395
6 pages
PDF
31 1993-12-22 Government Exhibit # 3RD PARTY COMP
[ see first page and extracted highlights below  ] ItemID: 107389
7 pages
PDF
32 1993-06-14 NOTICE TO PRODUCE
[ see first page and extracted highlights below  ] ItemID: 107406
8 pages
PDF
33 1993-04-30 ANSWER + COUNTERCLAIMS
[ see first page and extracted highlights below  ] ItemID: 107393
9 pages
PDF
34 1993-03-23 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 107397
13 pages
PDF
Total Documents: 34 documents , 333 pages
Price: $ 184.95


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1 . 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:
  • SUPREME COURT OF THE STATE OF NEW YORK APPELLATE DIVISION,
  • ERNST & YOUNG and ROGERS & WELLS,
  • - - - - - - - - - - - - - - - - - - -X ERNST & YOUNG, LLP,
  • The proper caption 6f this matter is set forth
  • This appeal is brought by Plaintiffs-Appellants Aigrette Limited and D. Richard Ryan,
  • Counsel f o r Plaintiffs-Appellants Aigrette Limited
  • Counsel f o r Defendant-Respondent Rogers & Wells is Gilbert, Segall and Young, LLP, 430 Park
  • This appeal is from the Judgment of the Supreme
  • Court of the State of New York, New York County, dated August 7, 1997, and entered in the
  • The nature of the action asserted by Plaintiffs-Appellants is f o r professional (legal and
  • The factual findings of the Court below that Plaintiff-Appellant Ryan and non-party E. Lewis
  • oral warnings about a $4.6 million contract issue concerning
  • Income Taxes) ("FAS 96") to a complicated formula f o r determining the sales price of
  • there is no factual or legal basis f o r imputing that warning to Aigrette.
  • The Court made no finding of fact to support its holding that Ryan was the agent of Aigrette
  • Defendant-Respondent Ernst & Young was negligent for failing to bring the FAS 96 issue
  • this issue at a meeting with Aigrette's representative to review the draft contract and a
  • Ryan and Aigrette's representative to review the draft contract and calculation held the day
  • language to reflect the agreement reached with the buyer; to address the correctness of the
  • reversed by this Court as to Ernst & Young and even if this Court reverses the finding below
  • Lewis Johnson, should be imputed to Aigrette and the Court below made no factual findings to

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • RICHARD RYAN, JR.,
  • I am associated with the law firm of Davis,
  • Scott, Weber & Edwards, P.C., attorneys for the defendant Ernst
  • The attached bill of costs and disbursements is
  • Costs before N o t e of Issue (CPLR 8201(1)).
  • BRS INVOICE 9513248A02
  • FOR REPORTING SERVICES RENDERED in the above entitled matter, held a t KAVANAGH, PETERS,
  • Furnishing you with one copy of the examination before t r i a l of ERNST & YOUNG, DEFENDANT,
  • DAVIS, SCOTT, WEBER & EDWARDS
  • TRACEY, 111, ES
  • FOR REPORTING SERVICES RENDERED in the above entitled matter, held at KAVANAGH, PETERS, 4 1 5
  • D I S K ENCLOSED / NO CHARGE
  • BARRISTER REPORTING SERVICE, INC.
  • Account #: Dl0974
  • ATTENTION: DENNIS H. TRACEY, I n, ES
  • ATTENTION: EBT DEPT.

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
  • motion pursuant to CPLR 4406 to amend the judgment in this case.
  • severally against plaintiffs-counterclaim defendants Aigrette
  • Ryan, a citizen of the State of Illinois.
  • As E&Yls counterclaim states, Aigrette and Ryan
  • jointly retained E&Y to provide services in connection with the
  • arbitration of the purchase price dispute.
  • (E&Y Ans.
  • Ryan with billings that divided the fees into 85-15 increments
  • at their request.
  • breach of contract in the amount of at least
  • & Cclm., 7 6 7) It is solely upon this prayer for
  • relief that plaintiffs-counterclaim defendants base their
  • Regardless of the pleadings,
  • CPLR § 3017states that "the court may grant
  • with the facts and the law, and it is apparent that there is
  • The evidence adduced at trial reflecting the
  • retention of E&Y likewise demonstrated that the obligation to
  • Balance Sheet, in preparation for the arbitration.
  • Ryan's liability for fees to their respective proportionate
  • express words of severance are present).

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • ERNST & YOUNG and ROGERS & WELLS,
  • SUPPLEMENTAL AFFIRMATION OF JAMES J. MALONEY,
  • I am a member of the firm of Kavanagh Maloney & Osnato LLP, attorneys f o r Plaintiffs and
  • I submit this affirmation in further support of the motion by Plaintiffs and Dearborn to
  • our Interrogatories and Document Requests in 1993.
  • Ernst & Young did not object to producing documents from its audit files.
  • Its attorney and document production led us to believe that any relevant audit files had been
  • By letter dated September 10, 1993 from Karen Stefflre of Ernst & Young to my associate David
  • The objections did not put us on notice that Ernst
  • Attached hereto as Exhibit B is a copy of a letter .-.
  • Attached hereto as Exhibit C is a copy of the Dansk Management Representation Letter dated
  • Attached hereto as Exhibit D is a one-page internal Ernst & Young memorandum dated June 18,
  • we thoroughly deposed Mr. Neidhardt for four days to learn of any communications he had
  • asked to do research by Ernst & Young tax partner DeWitt in November or December 1991 he was
  • May 17, 1991, the date the contract was signed, was to review workpapers with Brown-Fonnan
  • He never saw Schedule 2.3 or the language in paragraph 19 prior to November 1991 (pp. 30-331..
  • EY001074-76, 001085, 002640-46 which all appear to relate to the audit and do not appear on
  • 1991 is no different from any other audited balance sheet except that it is prepared in
  • Connell offers no basis upon which to distinguish documents o r conversations relating to the
  • Ernst & Young's response was not dependent upon the file in which they chose to place a piece
  • Connell offers no explanation as why some documents from the audit file were produced while

  • 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:
  • AFFIRMATION OF JOHN HOUSTON POPE IN OPPOSITION TO PLAINTIFFS' MOTION TO PRECLUDE DEFENDANTS
  • Based on my personal knowledge of the proceedings, I submit this affirmation in opposition to
  • Plaintiffs' motion seeks an order of preclusion regarding two issues: any evidence
  • The first part of plaintiffs' motion must be denied, as fully explained below, for it is
  • To the extent that plaintiffs rely on opinion evidence that is premised on an assumption that
  • any opinion testimony as to what deferred tax asset would have resulted from a consolidated
  • Specifically, the interrogatories at issue asked E&Y to calculate the amount of deferred tax
  • Interrogatories, Objections to Interrogatory No. 4, attached as Exhibit B hereto.)
  • this was a part of the impetus for the pending summary judgment motion.
  • Any expert testimony that E&Y might offer would be entirely in rebuttal to plaintiffs' expert
  • As to the information pursuant to CPLR 3101that was exchanged, at plaintiffs' request, the
  • Plaintiffs' expert report served that day was the first time plaintiffs disclosed their
  • Previously, in interrogatory responses, plaintiffs has explicitly deferred any calculation
  • For that reason, it is similarly impossible f o r E&Y to answer interrogatories seeking a
  • Nothing in the record supports plaintiffs' speculation that any such contract terms could

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK
  • - against -ERNST & YOUNG and ROGERS & WELLS,
  • Third-party Defendant.
  • ERNST & YOUNG, LLP,
  • I am an Assistant General Counsel of Ernst & Young,
  • This affirmation is based upon my personal knowledge,
  • From the commencement of this action until October 14, 1994, E&Y's counsel of record in this
  • I have been requested to submit this affirmation to address the document review that was
  • This action arises out of certain services performed by E&Y in connection with the sale by
  • The complaint in this action does not challenge any of the work performed in any audit of
  • E&Y maintains its files for its audit work separately from the files relating to the services
  • Plaintiffs served their first Notice to Produce in this action on or about June 14,
  • The Notice to Produce, a copy of which is attached hereto as Exhibit B, related primarily to
  • Thus, requests no. 5 through 10 and 14 relate specifically to the "Final Balance Sheet, which
  • The remaining requests sought documents relating to retainer agreements, fees, appointment
  • The request contained in the first Notice to Produce relating to communications regarding FAS
  • Exhibit A is not responsive to plaintiffs' First Notice to Produce because it does not relate
  • "All documents concerning any communications with Ryan, Olson, Othman or any employee of

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • ERNST 6r YOUNG and ROGERS & WELLS,
  • I am a member of the firm of Kavanagh Maloney & Osnato LLP attorneys for Plaintiffs Aigrette
  • I submit this Reply Affirmation in support of the motion to correct the Decision of this
  • Nowhere in E&Y's first or second counterclaim f o r unpaid fees does E&Y state that it is
  • E&Y admits in its pleading that E&Y and Plaintiffs agreed to allocate E&Y's fees between
  • Paragraph 6 3 of E&Y's Answer and Counterclaims expressly alleges that "Aigrette and Ryan
  • E&Y's pleading further confirms this agreement by alleging that E&Y billed and was paid by
  • Maloney Aff.
  • both the First and Second Counterclaims state that E&Y is seeking to recover from Aigrette
  • Aigrette's breach of contract in the amount of
  • contract in the amount of at least $11,802.15,
  • costs and disbursements of this action.
  • Finally and it is respectfully submitted conclusively, E&Y's Wherefore Clauses seeks separate
  • the only "evidence" E&Y cites to support its argument that judgment should be entered jointly
  • This exhibit, however, is merely a cover letter to the arbitration submission which describes

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • ERNST & YOUNG and ROGERS & WELLS,
  • in the Courts of the State of New York, affirms under penalty of
  • I am a member of the firm of Kavanagh Maloney & Osnato LLP, attorneys f o r Plaintiffs and
  • I submit this affirmation in support Of the motion by plaintiffs Aigrette Limited and D.
  • the direction to enter judgment in favor of Ernst & Young against
  • Aigrette and Ryan jointly and severally for $78,761 and to substitute therefor a direction to
  • Ernst & Young did not allege or prove at trial that
  • Young`s fees.
  • On the contrary, Ernst & Young alleged that it agreed that Aigrette was responsible f o r 85%
  • Ernst & Young's Answer to Plaintiffs' First Amended Complaint.
  • Both the First and Second Counterclaims (Paragraphs 48 through 75), and the Wherefore clause,

  • 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:
  • `ERNST & YOUNG and ROGERS &WELLS,
  • Ltd., to Lenox kc., pursuant to a Stock Purchase Agreement dated May
  • Aigrette is a Cayman Islands corporation.
  • which purchased the stock of Dansk in the
  • Aigrette owned S5% of Dansk's stock at the time of the sale.
  • Ryan was the President and
  • On October 25, 1990, the Brown-Forman Corporation sent plaintiffs a proposed letter of intent
  • Dansk at a price which would be computed according to a balance sheet formula.
  • 1990 and continued until the Agreement was signed on
  • accordance with Schedule 2.3 ofthe Agreement.
  • Final Balance Sheet be prepared in accordance with generally accepted accounting
  • a deferred tax benefit receivable
  • Dansk had used FAS 96 since January 1,
  • these tax benefits would be included in the
  • purchase price so long as FAS 96 allowed them to be recorded as an asset on the Dansk
  • FAS 96 limited the amount of the deferred tax benefit as an includable asset and that
  • plaintiffs' $66.3 million estimate was incorrect.
  • recognize the full amount of the deferred tax benefit receivables iu the purchase price.
  • relating to the proper amouuts of reserves and accruals, was submitted to arbitration.
  • plaintiffs commenced this action against Emst & Young.
  • the complaint alleges that Ernst & Young committed professional malpractice
  • the court heard the testimony of 19 witnesses either in court or by
  • the employment of FAS 96 placed on the recording of deferred tax benefits and, if so, did
  • the conduct of Rogers & Wells h managing the transaction contribute to that failure.
  • which excluded application of FAS 96 and provided fox fidl tax-effecting..
  • accomt, Rykowski testified that he was in Ryan's office during the ph0n.e conversation,

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • Third-party Plaintiff,
  • IT IS HEREBY stipulated and agreed by and among the undersigned counsel f o r the parties
  • Plaintiffs' expert that the limitations of FAS 96 would not have applied to the calculation
  • Defendants shall serve opposing papers, if any, by hand on Plaintiffs' counsel on March 4,
  • of tha drfarrd tax benefit asset in the absence of the limitationr h o s e d by Financial
  • DefendsntS shall Beme opposing pagers, if any, by hand on Plaintifir' counsel on March 4,
  • Dntad: February a7, 1997
  • DAVIS, SCOTT, WEBER 6 EDWARDS, P -C P l a i n t i f f, Ernst h Young
  • New Ycrrk, NY 10017

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • ERNST & YOUNG and ROGERS h WELLS,
  • ErZNST & YOUNG and ROGERS & WELLS,
  • REPLY MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS' MOTION TO PRECLUDE DEFENDANTS FROM
  • This memorandum is respectfully submitted in support of Plaintiffs' motion to preclude to the calculation of the deferred tax benefit asset if Brown-Forman Corporation filed a
  • Both Defendants have conceded that they will not offer any affirmative testimony, expert or
  • Affirmation of H. Barry Vasios, Esq., dated March 4, 1997 (hereinafter "Vasios Aff.
  • Affirmation of John Houston Pope, dated March 4 1997, rn8, 13 (hereinafter "Pope Aff ."
  • E&Y, however, has attempted to reserve the right to proffer expert testimony challenging
  • reasonable detail the subject matter on which each expert is expected to testify, the
  • Plaintiffs do not object to R&W`s reservation of right to cross-examine Plaintiffs' expert
  • E&Y has provided no basis f o r its failure other than it does not wish to provide Plaintiffs
  • The failure to provide good cause f o r the late retention and notice of expert testimony is
  • Plaintiff's counsel waited approximately five weeks until the week before trial to provide
  • 3101response, after having responded that claimant did not intend to call an expert, for a
  • E&Y, ignoring the fact that it agreed to provide a calculation of the lost deferred t a x
  • It has now taken the position that it cannot do so, and, therefore, both E&Y's witnesses and

  • 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:
  • Third-party Plaintiff,: Third-party Index No.
  • JAMES J. MALONEY, an attorney duly licensed to practice law in the Courts of the State of New
  • I am a member of the firm of Kavanagh Maloney & Osnato LLP attorneys for Plaintiffs in this
  • I submit this reply affirmation in support of Plaintiffs' motion to preclude Defendants from
  • Rogers & wells (hereinafter "R&W") has consented to Plaintiffs' motion.
  • R&W concedes in its opposing papers that it has not retained any accounting expert and does
  • Pope Aff.
  • As set forth in the Reply Memorandum of Law submitted herewith, CPLR 3101 required that E&Y
  • ELY's counsel does not deny that E&Y agreed to provide a calculation of the lost deferred tax
  • "Maloney Moving Af f.
  • This explanation of the clients refusal to comply with Mr. Pope's agreement is quite baffling
  • Paragraphs 30 and 3 1 of the Complaint expressly state that it was the limitations of FAS 96
  • Nor can there be any dispute that E&Y knew that Plaintiffs would contend that the amount of
  • Moreover, it was E&Y itself which came ux) with the arqument in the arbitration that if
  • Annexed hereto as Exhibit B is a draft research memorandum, dated December 9, 1991 more than
  • EtY has admitted in the depositions that it did nothing to determine prior to the signing of
  • E&Y provides three purported reasons by which to excuse its failure to comply with its
  • The Court of Appeals more than thirty years ago held that a professional may not decline to
  • It is E&Y which declined to schedule expert depositions in February as agreed unless the
  • ELY's third and final argument against preclusion has nothing to do with whether Plaintiffs'

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • -----3c -------------I----------------------this memorandum of law in opposition to
  • Plaintiffs' motion seeks an order of preclusion regarding two issues: any evidence
  • The first part of plaintiffs' motion must be denied, as fully explained below, for it is
  • Plaintiffs cannot avoid scrutiny of their expert's opinion by demanding preclusion after E&Y
  • To the extent that plaintiffs rely on opinion evidence that is premised on an assumption that
  • and thus any opinion testimony as to what deferred t a x asset would have resulted from a
  • Plaintiffs' motion is based on E&Y's refusal to answer interrogatories that seek to require
  • Plaintiffs must prove both the fact of damages and the amount with reasonably certainty.
  • E&Y has no intention of providing at trial its own method for calculation of what deferred
  • As to the information pursuant to CPLR 3 1 0 1 that was exchanged, at plaintiffs' request,
  • TO accommodate this timing issue, the parties had discussed and agreed to have depositions of
  • As E&Y demonstrated in its pending motion for summary judgment, plaintiffs' damage theory --
  • Any suggestion that plaintiffs could have negotiated a different contract would require not
  • For that reason, it is similarly impossible f o r E&Y to answer interrogatories seeking a
  • improper and the objections plainly were proper.
  • EXPERT TESTIMONY DISCLOSURE AS IT RELATES TO

  • 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:
  • ERNST Q YOUNG and ROGERS & WEUS,
  • Third-Party Plaintiff,:
  • This memorandum is respectfully submitted in support of Plaintiffs' motion to preclude pplied to the calculation of the deferred tax benefit asset if Brown-Forman Corporation filed a
  • Maloney Aff.
  • In addition, Defendants' interrogatory responses identifying their experts, the opinions to
  • Dansk had been included in a consolidated tax return with the
  • it is respectfully submitted that the Defendants be precluded from offering any evidence on
  • Where are party fails to show good cause for the failure to disclose in reasonable detail the
  • testimony in response to discovery demands,
  • discovery demands justified the Court's refusal to consider an expert affidavit on summary
  • response to Plaintiff's request warranted reversal of judgment f o r defendant after jury
  • E6Y's counsel has been promising this information to Plaintiffs f o r more than a- month and
  • R&W' s attempt to coattail on to ELY's expert's position does not provide it with any basis
  • Its failure to provide any notice in its response to Plaintiffs' expert interrogatories that
  • company, the Brown-Forman Corporation, provides a basis for preclusion at trial.
  • Dated: New York, New York

  • 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:
  • AIGRETTE LIMITED and D. RICHARD RYAN, JR.,
  • Defendant Rogers & Wells, by its undersigned attorneys, answers the First Amended Complaint
  • Denies knowledge or information sufficient to form
  • a belief as to the allegations of paragraph 2 concerning the state of residence of plaintiff
  • Denies the allegations of paragraph 7 except admits that negotiations .commenced between
  • that in connection with the transaction Ernst & Young was
  • to provide accounting and tax expertise and advice in the negotiation and drafting of the
  • Denies the allegations of paragraph 13, avers that the parties to the SPA agreed that the
  • Denies the allegations of paragraph 14 except admits that draft balance sheets were prepared
  • language, pertaining to the creation of a tax benefit receivable asset on the Final Balance
  • a belief as to the truth of the allegations of paragraph 25 except admits that E&Y was
  • repeats and realleges its answers to paragraphs 1 through 45 of the First Amended Complaint
  • Denies the allegations of paragraph 47 except admits that plaintiffs engaged Rogers & Wells
  • Denies the allegations of paragraph 48, except admits that Ernst & Young has asserted certain
  • E&Y agreed to provide accounting and tax expertise and advice in the negotiation and drafting
  • a deferred tax benefit receivable computed on a net present value basis will be provided for
  • Plaintiffs relied upon E&Y to review the proposed language relating to the creation of an
  • from E&Y for any amount of such judgment proximately caused by the fault of E&Y, including
  • As and For an Amended Counterclaim Against

  • 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:
  • AIGRETTE LIMITED and D. RICJ3ARD
  • RYAN, JR.
  • Admits having a belief on information that the allegations of paragraph 2 are true.
  • 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
  • Denies the allegations of paragraph 4, except admits that from 1985 up to the time Dansk was
  • the Agreement f o r its terms.
  • and tax advice and expertise in connection with the negotiations of the proposed sale of
  • Plaintiffs with Lenox and Brown-Forman; and Plaintiffs and/or Rogers & Wells were responsible
  • admits a belief on information that in the arbitration Lenox a-nd Brown-Forman Corporation
  • outstanding fees for services performed by Ernst & Young in connection with the arbitration,
  • SFAS 96 could limit the ability to record future tax benefits as assets on the balance sheet.
  • From 1985 up to the time Dansk was sold by Aigrette and Ryan, Ernst & Young performed
  • thereto set forth a procedure for calculating after the Closing the final purchase price to
  • professional services in connection with the post-closing procedures for calculation of the
  • If Ryan did not apprise Aigrette o r any of Aigrette`s advisors of the advice he had received

  • 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:
  • SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • RICHARD RYAN, JR.,
  • Third-party Plaintiff,: Third Party
  • Defendant Rogers & Wells, by its undersigned aEorneys,
  • a belief as to the allegations of paragraph 2 concerning the state of residence of plaintiff
  • Denies the allegations of paragraph 7 except admits that negotiations commenced between
  • Denies the allegations of paragraph 8 except admits that Aigrette, Ryan and Lenox entered
  • Denies knowledge or information sufficient to form a belief as to the allegations of
  • Denies the allegations of paragraph 18 asserted with respect to it except admits that a
  • except admits that preliminary calculations of t h e purchase price were exchanged by
  • Final Balance Sheet impossible,
  • realleges its answers to paragraphs 1 through 37 of the First Amended Complaint as if more
  • Defendant Rogers & Wells, for its cross-claim against co-defendant Ernst & Young, alleges as
  • a deferred tax benefit.receivable computed on a net present value basis will be provided f o
  • Plaintiffs relied upon E&Y to review the proposed language relating to the creation of an

  • 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:
  • SUPREME COURT 0% THE STATE OF NEW YORK COUNTY OF NEW YORK
  • ERNST & YOUNG AND ROGERS & WELLS
  • Third-party Plaintiff Rogers & Wells, f o r its Third-Party Complaint against Dearborn
  • Third-party Plaintiff Rogers & Wells is a New York partnership, engaged in the practice of
  • Dearborn is an Illinois corporation with its principal office at
  • al, and Aigrette Limited, a Caymans Island corporation, were the sole shareholders of Dansk
  • Ryan, to provide advice in connection with the sale of their
  • shares in Dansk as described below.
  • During 1990 negotiations commenced between Aigrette and Ryan, on the one hand, and B-F, on
  • In connection with the negotiations f o r the.sale of Dansk, Aigrette appointed Dearborn its
  • As such financial advisor, Dearborn owed a duty to Aigrette to use reasonable care, skill,
  • Plaintiffs Ryan and Aigrette have brought an action against Defendants Rogers & Wells and E&Y
  • A copy of the First Amended Complaint in the action against Rogers & Wells and Ernst & Young
  • plated a contingent price which would be calculated pursuant to Schedule 2.3 to the Stock
  • Bakhsh did not rely upon the inclusion of any Tax Benefit Asset on a Final Balance Sheet in
  • In response to Ryan's request, John Bridendall of BF, a certified public accountant, assisted
  • Plaintiff Aigrette relied upon Dearborn to review the proposed language relating to the
  • The May 15, 1991 draft of Schedule 2.3, in paragraph 19 thereof, contained the following
  • At no time prior to J u l y 2, 1991 did anyone at Dearborn consult with Michael Rolhfs, a
  • Dearborn did not warn or advise any representatives of the seller of ri.sks associated with
  • Rogers & Wells recovery on its Third-party Comp l a i n t Against Third-party Defendant

  • 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:
  • SUPREKE COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
  • I submit this affirmation in support of Plaintiffs' motion to vacate the Note
  • of Issue and Statement of Readiness filed by Defendant Ernst & Young on the ground that this
  • Plaintiffs are the former shareholders of Dansk.
  • Plaintiffs sold their stock in Dansk to Lenox, Inc., a wholly owned subsidiary of the
  • Final Balance Sheet, prepared in accordance with
  • E&Y and R&W were Plaintiffs' accountants and lawyers respectively throughout the transaction
  • Plaintiffs have sued E&Y for its failure to advise Plaintiffs about the consequences of
  • The provision of Schedule 2.3 which required the application of FAS 96 to the calculation and
  • E&Y, however, asserted a third-party claim against R&W alleging that if Plaintiffs prevail
  • Based upon these allegations and the discovery to date, Plaintiffs amended their complaint to
  • Neither EtY nor R&W asserted any affirmative claims for relief against either Plaintiff or
  • At a conference with the Court held on September 4, 1996, Defendant R&W informed the Court
  • of the claims which they intend to assert against Ryan and Dearborn, upon information and
  • claim that this alleged warning was given to Aigrette,
  • Mr. Vasios, R&W's counsel, has t o l d me that R&W plans to sue Dearborn "because there was
  • At a conference held on April 2 4, 1996, before the amended and proposed claims were
  • After learning of these proposed new claims at the conference, the Court directed R&W and E&Y
  • Thereafter, if Defendants persist in asserting these new claims, they were directed to return
  • Without these pleadings, I cannot properly advise my clients about the potential conflict
  • Ryan clearly needs to consult with independent counsel about this potential claim and to

  • 20 . RESP TO PLF 2ND NTPRODUCE