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lNED ON 1141201

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

JAE HEE HYUN, individually and as a member of BULLDOG ONE REAL ESTATE COMPANY, LLC, suing on behalf of herself and all other members of BULLDOG ONE REAL ESTATE COMPANY, LLC similarly situated and in the right of BULLDOG ONE REAL ESTATE COMPANY, LLC,

X 1-__1_----------____--------------------~---------------------

Plaintiffs,

-against-

SYNGBUM KIM, DEAN S. LARKEY, CHOON YOUNG KIM, and BULLDOG ONE REAL ESTATE COMPANY, LLC,

TO THE ABOVE-NAMED DEFENDANTS:

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Index No.

Date Purchased:

SUMMONS

Plaintiff designates New York County as the venue on the basis that a in^^^^^ at issue

JAN 8 4 2910

YOU ARE HEREBY SUMMONED to answer thq+complaint in this action, and to serve a

copy of your answer, or if the complaint is not served with this summons, to serve a notice of

appearance on the plaintiffs attorneys, within twenty (20) days after the service of this summons,

exclusive of the day of service, or within thirty (30) days after completion of service where service

is made in any other manner than by personal delivery within the state. In case of your failure to

appear or answer, judgment will be taken against you by default for the relief demanded in the

complaint.

New York County is designated as the place of trial on the basis that a substantial part of the

property at issue is located within the county.

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Supreme Court Records OnLine Library - page 1 of 14

FILED: NEW YORK COUNTY CLERK 03/09/2010 INDEX NO. 600003/2010

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/09/2010

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Dated: New York, New York December 31,2009

Yours, etc.,

CULLEN AND DYKMAN LLP

By:

44 Wall Street, 1 7‘h Floor New York, New York 10005 (2 12) 732-2000

To: Mr. Syiigbuin Kim 10 East 40t” Street, Suite 2105 New York, New York 10016

Mr. Dean S. Larkey 7 Penn Plaza, Suite 222 New York, New York 10001

Mr. Choon Young Kim 50 Walker Avenue Closter, New Jersey 07624

Bulldog One Real Estate Company, LLC 1585 Palisades Avenue Fort Lee, New Jersey 07024

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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

JAE HEE HYUN, individually and as a member of BULLDOG ONE REAL ESTATE COMPANY, LLC, suing on behalf of herself and all other members of BULLDOG ONE REAL ESTATE COMPANY, LLC similarly situated and in the right of BULLDOG ONE REAL ESTATE COMPANY, LLC,

X ___________________-______f_ l___________- - - - - - - - - - - - - - - - - - - - - - -~~~~~

Plaintiff,

Index No.

COMPLAINT

-against-

SYNGBUM KIM, DEAN S. LARKEY, CHOON YOUNG KIM, and BULLDOG ONE REAL ESTATE COMPANY, LLC,

Plaintiff, Jae Hee Hyun, by her attorneys, Cullen and Dykman LLP, as and for her

complaint, individually and as a member of Bulldog One Real Estate Company, LLC,

respectfully alleges, upon information and belief, the following:

1. Plaintiff, Jae Hee Hyun (“Hyun”), an individual residing in Seoul, South Korea

and a member of defendant Bulldog One Real Estate Company, LLC. Hyun, brings this action

against the defendants on behalf of herself and all other members of the defendant Bulldog One

Real Estate Company, LLC similarly situated and in the right of the company.

2. Defendant, Syngbum Kim (“S. Kim”), is an individual residing at 24 Port

Imperial, Apartment 100, West New York, New Jersey 07093 with an office address of 10 East

40‘h Street, Suite 2105, New York, New York 10016. S. Kim is a managing member of Bulldog

One Real Estate Company, LLC.

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3. Defendant, Dean S. Larkey (“Larkey”), is an individual residing at 2 Longford Ct,

Warren, New Jersey 07059 with an office address of 7 Penn Plaza, Suite 222, New York, New

York 10001. Larkey is a managing member of Bulldog One Real Estate Company, LLC.

4. Defendant, Choon Young Kim (“C. Kim”), is an individual residing at 50 Walker

Avenue, Closter, New Jersey 07624 and a managing member of Bulldog One Real Estate

Company, LLC.

5 . Defendant, Bulldog One Real Estate Company, LLC (“Bulldog”), is a Delaware

liinited liability company doing business in the State of New York with a principal place of

business at 1585 Palisades Avenue, Fort Lee, New Jersey 07024. Bulldog is the owner of the

property known as 362 West 127‘” Street, New York, New York (the “Property”).

JURISDICTION AND VENUE

6. Jurisdiction is founded upon Article 3 of the Civil Practice Law and Rules

(“CPLR”). Pursuant to Article 5 of the CPLR, plaintiff designates New York County as the

place of trial as a substantial part of the property at issue is located within the county.

PRELIMINARY STATEMENT

7. Hyun was fraudulently induced by defendants to enter into certain agreements and

to deliver $350,000.00 to them, in reliance upon their false representations that (a) they had made

capital contributions to Bulldog totaling $350,000.00 and $1,000,000.00 in funding was available

from additional members and (b) they had the skill, ability and intention to convert the Property

to residential condominiums and sell the units at a substantial profit within one year. In fact,

defendants had not made the capital contributions, had not secured $1,000,000.00 in funding, and

did not have the skill, ability, or intention to convert the Property to condominiums and sell

them. Plaintiff, therefore, seeks rescission of the agreement and the return of her $350,000.00.

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8. In addition, the defendants failed to maintain records for Bulldog and have

diverted and wasted company assets. Despite due demand, the defendants have failed to account

to Hyun regarding the disposition of her $350,000.00 and the other assets of the company.

Accordingly, Hyun and Bulldog are entitled to an accounting and Bulldog is entitled to damages

in the amount of all assets that have been wrongfully or fraudulently diverted or wasted.

FACTUAL BACKGROUND

9. In or about July 2005, Hyun was introduced to S. Kim, a real estate developer and

dentist, who was involved in a condominium conversion project in New York.

10. To induce Hyun to invest, the defendants gave Hyun an Investment Summary,

dated July 27, 2005 (the “Investment Summary”).

11. The defendants represented they had the skill, ability, and intention to construct a

five-story residential condominium building on the Property and that the condominiums would

be offered for sale by May 2006.

12. The defendants also represented that they had made capital contributions to

Bulldog totaling $350,000.00 as follows:

(a) $250,000.00 from S. Kim;

(b) $50,000.00 from Larkey; a

(b) $50,000.00 from C. Kim.

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13, The defendants further represented that an additional $1,000,000.00 in funding

was available from other members.

14. At the time the representations were made, the defendants knew that they were

false, knew that Hyun would rely on the misrepresentations, and made the misrepresentations to

induce Hyun to pay $350,000.00 for an interest in Bulldog.

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15. In fact, the defendants did not make personal capital contributions, have available

the $1 million as represented, or have the skill, ability, or intention to construct and sell

condominiums on the Property.

16. In reliance on the defendants’ misrepresentations, on or about November 16,

2005, Hyun and S. Kim entered into a Purchase Agreement (the “Purchase Agreement”), by

which S. Kim assigned to Hyun a 15% membership interest in Bulldog in exchange for Hyun’s

capital payment of $350,000.00. Hyun also signed the Operating Agreement of Bulldog (the

“Operating Agreement”), that was already executed by the defendants.

17. The Operating Agreement provides that the managing members of Bulldog are S.

Kim, Larkey and C. Kim and that the purpose of Bulldog is to improve the Property with

residential units and to sell the units.

18. Despite their representations, defendants did not make the capital payments in

Bulldog, did not have available funding from additional members, and did not have the skill,

ability, or intention to convert the Property to condominiums.

19. Despite repeated requests, Hyun has not been provided with documentary proof

that company assets have been used for the intended purposes, that the defendants made any

capital payments, that capital contributions from additional members were available, or that any

action was taken for development of the Property.

20.

21,

Instead, the defendants diverted and wasted company assets.

Pursuant to the Operating Agreement, Bulldog shall maintain accurate records of

all transactions, including separate books and accounts for each member, and each member shall

have the right to audit, examine, and copy the books of account, certificate of formation, minutes

of any meeting, tax returns and other information regarding the affairs of Bulldog.

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22. In addition, the Operating Agreement requires Bulldog to provide all members

with annual financial statements.

23. In September 2009, Hyun, through her attorneys, Park & Associates, demanded

copies of Bulldog’s books and records.

24. Defendants failed to provide Hyun with closing documents regarding the purchase

of the Property, books and accounts for each member, books and records of the company,

minutes of any meetings, annual financial reports, bank statements and timely or complete tax

ret urns.

25. Hyun has repeatedly demanded return of her $350,000.00 capital payment and

copies of all financial records documenting the management and income and expenses of the

company. Defendants have refused and failed to provide the accountings or return plaintiffs

$350,000.00.

AS AND FOR A FIRST CAUSE OF ACTION (Rescission)

26. Plaintiff repeats and reiterates each and every allegation contained in paragraphs 1

tlirough 25 with the same force and effect as though fully set forth herein.

27 . To induce Hyun to purchase a $350,000.00 interest in Bulldog, the defendants

falsely represented that defendants paid $350,000.00 in capital and $1 million was available from

other members, that they had the skill, ability and intention to convert the Property to residential

condominiums within one year.

28. At the time the defendants made the misrepresentations to Hyun, they knew or

should have known that the misrepresentations were false and that Hyun would rely on them.

29. Relying upon the misrepresentations and believing them to be true, Hyun paid

$350,000.00 to defendants for a 15% interest in Bulldog.

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. .

30. Defendants have hiled and refused to return plaintiff‘s $350,000.00 despite

repeated demands by the plaintiff.

31. Due to defendants’ fraud, misrepresentations and inducement by fraud, Hyun is

entitled to a rescission of the agreements and the return of her $350,000.00, plus interest. Hyun

has also incurred significant attorneys’ fees and costs in connection with the instant lawsuit, the

final amount which will be determined at trial.

AS AND FOR A SECOND CAUSE OF ACTION (Constructive Trust)


through 3 1 with the same force and effect as though fully set forth herein.

33. Hyun and the defendants are members of Bulldog, enjoying a trusting and

confidential relationship.

34. Hyun invested in Bulldog in reliance on the confidential and trusting relationship

between Hyun and the defendants and in reliance on the defendants’ representations that the

conipariy assets would be used to convert the Property to residential condominiums for sale.

35. Instead, in violation of the trust and confidence placed in them by Hyun, the

defendants diverted and wasted company assets and deceived plaintiff regarding the operation of

Bulldog.

36. Despite due demand, the defendants have failed to account to plaintiff for

company assets and expenditures.

37. Accordingly, Hyun seeks the imposition of a constructive trust on the Property.

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*

AS AND FOR A THIRD CAUSE OF ACTION (Breach of Contract)


through 37 with the same force and effect as though fully set forth herein.

39. The defendants failed and neglected to perform the conditions of the agreements,

including, but not limited to failure to convert the Property to residential units for sale, to

maintain company books and records, and to account to plaintiff.

40. In addition, the defendants diverted and wasted company assets, including making

an unauthorized loan to an unknown third party.

41. As a result of defendants’ breach of contract, Hyun has been damaged in an

amount to be determined at trial, but no less than $350,000.00, plus interest. Hyun has also

incurred significant attorneys’ fees and costs in connection with the instant lawsuit, the final

amount which will be determined at trial.

AS AND FOR A FOURTH CAUSE OF ACTION (Fraud and Misrepresentation)



43. As a result of defendants’ fraud, Hyun has been damaged in an amount to be

determined at trial, but no less than $350,000.00, plus interest. Hyun has also incurred

significant attorneys’ fees and costs in connection with the instant lawsuit, the final amount

which will be determined at trial.

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AS AND FOR A FIFTH CAUSE OF ACTION (Conversion)



45. As a resiilt of the defendants’ conversion, Hyun and Bulldog have been damaged

in an amoiint to be determined at trial, but no less than $350,000.00. Hyun has also incurred

significant attorneys’ fees and costs in connection with the instant lawsuit, the final amount

which will be determined at trial.

AS AND FOR A SIXTH CAUSE OF ACTION (Accounting)



47. The defendants are required to maintain accurate records of all transactions of

Bulldog and the members have a right to examine same.

48.

statements.

49.

The defendants are also required to provide members with annual financial

The defendants have diverted and wasted company assets, including making an

unauthorized loan to an unknown third party.

50. Despite due demand, defendants have failed, neglected and refused and still

refuse to render to Hyun an accounting of the disposition of the company assets, income and

expenses from 2005 to the present.

5 1. Hyun has no adequate remedy at law.


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AS AND FOR A SEVENTH CAUSE OF ACTION (Breach of Fiduciary Duty)


through 5 1 with the same force and effect as though fully set forth herein.

53. The defendants owed Hyun and Bulldog a fiduciary duty as managing members

ol‘ the company.

54. The defendants breached their fiduciary duty to Hyun and Bulldog by diverting

and wasting company assets.

5 5 . As a result of defendants’ breach of fiduciary duty, Hyun and Bulldog have been

damaged in an amount to be determined at trial, but no less than $350,000.00. Hyun has also

incurred significant attorneys’ fees and costs in connection with the instant lawsuit, the final

amount which will be determined at trial.

AS AND FOR AN EIGHTH CAUSE OF ACTION (Piercing the Corporate Veil)



57. The defendants have and have had complete dominion and control over Bulldog,

having organized, managed and controlled Bulldog.

5 8 . The defendants conducted the business of Bulldog in disregard of its company

formalities in a manner that suits their own personal convenience, including but not limited to,

diverting and wasting company assets, including making an unauthorized loan to an unknown

third party.

59. By virtue of the foregoing, Bulldog acted as the alter ego of the defendants who

are, therefore, personally responsible to Hyun for the obligations of Bulldog and should be held

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personally liable fa the damages to Hyun in an am unt to be determined at trial, but no less than

Hyun has also incurred significant attorneys’ fees and costs in $350,000.00, plus interest.

connection with the instant lawsuit, the final amount which will be determined at trial.

WHEREFORE, plaintiff demands judgment as follows:

(a) against defendants for monetary damages in an amount to be determined at trial,

but no less than $350,000.00, plus interest from November 16,2005;

(b)

(c)

declaring the Purchase Agreement and Operating Agreement void and rescinded;

compelling defendants Syngbum Kim, Dean S. Larkey and Choon Young Kim to

account for all money and property of defendant Bulldog One Real Estate Company, LLC which

has come into their hands and for any expenditures made by them from the money and property

of the defendant Bulldog;

(d) granting defendant Bulldog One Real Estate Company, LLC judgment against

defendants Syngbum Kim, Dean S. Larkey and Choon Young Kim in the amount of any money

or property of Bulldog found to have been wrongfully or fraudulently disbursed or diverted or

which has in any manner been lost or wasted; and

(e) against defendants for costs and disbursements of this action and reasonable

attorneys’ fees.

Dated: New York, New York December 3 1,2009

CULLEN AND DYKMAN LLP

By:

New York, New York 10005 (2 12) 732-2000

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c

To: Mr. Syngbum Kim 10 East 40‘” Street, Suite 2105 New York, New York 10016

Mr. Dean S. Larkey 7 Penn Plaza, Suite 222 New York, New York 10001

Mr. Choon Young Kim SO Walker Avenue Closter, New Jersey 07624

Bulldog One Real Estate Company, LLC 1585 Palisades Avenue Fort Lee, New Jersey 07024

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