Locantro And Romanoff Stiff Their Lawyer. Rutigliano v Locantro2021 NY Slip Op 30689(U)March 1, 2021Supreme Court, New York CountyDocket Number: 654118/2015Judge: Joel M. CohenCases posted with a “30000” identifier, i.e., 2013 NY SlipOp30001(U), are republished from various New YorkState and local government sources, including the NewYork State Unified Court System’s eCourts Service.This opinion is uncorrected and not selected for officialpublication.

16 min readApr 30, 2021

[FILED: NEW YORK COUNTY CLERK 03/01/2021 03:32 P~ NYSCEF DOC. NO. 414 INDEX NO. 654118/2015 RECEIVED NYSCEF: 03/01/2021 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART IAS MOTION 3EFM — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — -x JOSEPH RUTIGLIANO, Plaintiff, — v -WILLIAM LOCANTRO, ROBERT ROMANOFF, EDM ELECTRICAL CONTRACTORS, INC., BRAVO SALES GROUP, INC., JOHN DOES 1THROUGH10, ABC CORPORATIONS 1THROUGH10, Defendants. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — -x ABSOLUTE ELECTRICAL CONTRACTING OF NY INC., WILLIAM LOCANTRO, ROBERT ROMANOFF Plaintiffs, -against-JOSEPH RUTIGLIANO, Defendant. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — x HON. JOEL M. COHEN: INDEX NO. 654118/2015 MOTION DATE N/A, N/A MOTION SEQ. NO. 010 011 DECISION+ ORDER ON MOTION DECISION/ORDER Index №654425/2017 (Action #1) The following e-filed documents, listed by NYSCEF document number (Motion 010) 373, 374, 375, 376, 377, 378, 379, 380, 381, 385, 386, 387, 388, 389, 390, 391, 392, 393, 394, 395, 396, 397,400,401, 402,408,410 were read on this motion for ATTORNEY WITHDRAWAL The following e-filed documents, listed by NYSCEF document number (Motion 011) 403, 404, 405, 406, 407,409,411 were read on this motion to SEAL In Motion Sequence Number 10, Levitt LLP (“Levitt”) seeks to withdraw as counsel for William Locantro, Robert Romanoff, and EDM Electrical Contractors, Inc. (“EDM”) (collectively, the “Defendants”). Levitt, through one of its attorneys, Irene Tenedios, Esq., seeks to terminate its representation due to the death of EDM’s President (see NYSCEF Doc. №374 654118/2015 RUTIGLIANO, JOSEPH vs. LOCANTRO, WILLIAM Motion №01 O 011 1 of 4 Page 1 of4

[FILED: NEW YORK COUNTY CLERK 03/01/2021 03:32 P~ NYSCEF DOC. NO. 414 INDEX NO. 654118/2015 RECEIVED NYSCEF: 03/01/2021 [“Tenedios December Affidavit”] at iii! 6–8), and Defendants’ failure to pay Levitt’s invoices (see NYSCEF Doc. №400 [“Tenedios January Affidavit”] at iii! 13 -18). An attorney may withdraw as counsel upon a showing of good and sufficient cause and reasonable notice (NY CPLR § 321 :2). Further, an attorney may withdraw from representation where the client “deliberately disregards an agreement or obligation to the lawyer as to expenses or fees” (NYCRR 1.16 [c][5]; see also Weiss v Spitzer, 26 AD3d 675 [1st Dept 2007] [permitting attorney to withdraw where client was almost $4,000 in arears]; Winters v Winters, 25 AD3d 601, 601 [2d Dept 2006] [holding that an attorney may withdraw where the client “refuses to pay reasonable legal fees”]). The Court concludes that Levitt has made a sufficient showing of entitlement to withdraw as counsel for Defendants and its motion is Granted. In Motion Sequence Number 11, Levitt seeks to seal certain documents submitted in support of its Motion to Withdraw as Counsel to Defendants. Levitt bases its motion on N.Y. Rule 1.16( e ), seeking to avoid any prejudice to its now-former clients by redacting certain reasoning for its Motion to Withdraw (non-payment of fees). The Appellate Division has emphasized that “there is a broad presumption that the public is entitled to access to judicial proceedings and court records” (Mosallem v Berenson, 76 AD3d 345, 348 [1st Dept 2010]). “Since the right [of public access to court proceedings] is of constitutional dimension, any order denying access must be narrowly tailored to serve compelling objectives, such as a need for secrecy that outweighs the public’s right to access” (Danco Labs., Ltd. v Chemical Works of Gedeon Richter, Ltd., 274 AD2d 1, 6 [1st Dept 2000] [emphasis added]; see also, e.g. Gryphon Dom. VL LLC v APP Intern. Fin. Co., B. V, 28 AD3d 322, 324 [1st Dept 2006]). 654118/2015 RUTIGLIANO, JOSEPH vs. LOCANTRO, WILLIAM Motion №01 O 011 2 of 4 Page 2 of 4

[FILED: NEW YORK COUNTY CLERK 03/01/2021 03:32 P~ NYSCEF DOC. NO. 414 INDEX NO. 654118/2015 RECEIVED NYSCEF: 03/01/2021 The desire to prevent the dissemination of information, that might be embarrassing to a party or might damage a party’s reputation, is not sufficient grounds for sealing (see Matter of Benkert, 288 AD2d 147, 147 [1st Dept 2001]). Here, having reviewed Levitt’s submissions, the Court determines that there are no sufficient reasons to seal the documents filed in support of Levitt’s Motion to Withdraw as Counsel to Defendants, apart from the redacted descriptions of legal work done in Levitt’s invoices (NYSCEF Doc. Nos. 401, 407). Levitt’s Motion to Seal is Granted in Part, allowing the redaction of task descriptions in Levitt’s invoices, and is otherwise Denied. Accordingly, it is therefore: ORDERED that the motion of Levitt to be relieved as counsel for Defendants in this action is Granted, subject to the following conditions; it is further ORDERED that Levitt is to comply with its obligations under Rule 1.16( d) of the Rules of Professional Conduct, as applicable to the facts presented, to “take steps, to the extent reasonably practicable, to avoid foreseeable prejudice to the rights of the clients, including giving reasonable notice to the clients, allowing time for employment of other counsel, delivering to the clients all papers and property to which the clients are entitled, promptly refunding any part of a fee paid in advance that has not been earned and complying with applicable laws and rules”; it is further ORDERED that, Levitt shall promptly serve a copy of this order upon Defendants by email, and, if practicable, by hard copy at their last known home and business addresses by certified mail, return receipt requested; it is further ORDERED that EDM shall appoint substitute counsel by March 31, 2021; it is further 654118/2015 RUTIGLIANO, JOSEPH vs. LOCANTRO, WILLIAM Motion №01 O 011 3 of 4 Page 3 of 4

!FILED: NEW YORK COUNTY CLERK 03/01/2021 03: 32 PMI NYSCEF DOC. NO. 414 INDEX NO. 654118/2015 RECEIVED NYSCEF: 03/01/2021 ORDERED that Defendants William Locantro and Robert Romanoff either appoint substitute counsel or advise the Court of their intention to proceed in this matter pro se, on or before March 31, 2021; it is further ORDERED that no further proceedings may be taken against Defendants without leave of Court in this matter until March 31, 2021; it is further ORDERED that Levitt’s Motion to Seal is Granted in Part and Denied in Part. The descriptions of the legal tasks performed in Levitt’s Invoices, NYSCEF Doc. Nos. 401 and 407 will remain redacted; it is further ORDERED that Levitt shall file on NYSCEF the unredacted and unsealed versions of NYSCEF Doc. Nos. 400 and 401 within one week of this Order; it is further ORDERED that nothing in this Order shall be construed as authorizing the sealing or redactions of any documents or evidence to be offered at trial; and it is ORDERED that all parties are to appear for a Status Conference, via teleconference (dial-in number to be provided by Plaintiff to Defendants and the Court) on April 6, 2021 at 4:30 p.m. This constitutes the decision and order of the Court. 3/1/2021 DATE CHECK ONE: ~ CASE DISPOSED GRANTED D DENIED SETTLE ORDER INCLUDES TRANSFER/REASSIGN APPLICATION: CHECK IF APPROPRIATE: 654118/2015 RUTIGLIANO, JOSEPH vs. LOCANTRO, WILLIAM Motion №010 011 4 of 4 JOEL M. COHEN, J.S.C. NON-FINAL DISPOSITION GRANTED IN PART SUBMIT ORDER FIDUCIARY APPOINTMENT D OTHER D REFERENCE Page4 of 4

O. 113 RECEIVED NYSCEF: 03/06/2017 2 of 23 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: PART 3 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — )( JOSEPH RUTIGLIANO, Plaintiff, -againstWILLIAM LOCANTRO, ROBERT ROMANOFF, EDM ELECTRICAL CONTRACTORS, INC., BRA VO SALES GROUP, INC., JOHN DOES 1 THROUGH 10, ABC CORPORA TIO NS 1 THROUGH 10 Defendants .. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — -)( BRANSTEN, J. Index №654118/2015 Motion Date: 7/19/2016 Motion Seq. Nos. 001, 002 This matter comes before the Court on Plaintiff-Petitioner’s Petition for dissolution pursuant to Business Corporation Law § 1104-a (Motion Sequence 001 ), and DefendantRespondents’ motion to dismiss the Petition pursuant to CPLR §§ 404 and 3211 (Motion Sequence 002). Defendant-Respondents oppose the Petition for dissolution, and PlaintiffPetitioner opposes the motion to dismiss. For the foregoing reasons, the Court denies Plaintiff-Petitioner’s motion for dissolution. The Court grants, in part, DefendantRespondents’ motion to dismiss the Petition. [* 1]FILED: NEW YORK COUNTY CLERK 03/06/2017 12:08 PM INDEX NO. 654118/2015 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/06/2017 3 of 23 Rutigliano v. Locantro I. Background Index №654118/2015 Page 2 of22 The instant Petition anses from a dispute between Plaintiff-Petitioner Joseph Rutigliano (“Rutigliano”) and Defendant-Respondents William Locantro (“Locantro”) and Robert Romanoff (“Romanoff’) regarding ownership and control of Absolute Electrical Contracting of NY Inc., a unionized electrical contracting business (“Absolute” or the “Company”). Plaintiff-Petitioner Rutigliano alleges he holds one-third of all outstanding shares of Absolute, but has been effectively “frozen out” of Absolute through the “oppressive and illegal conduct” of his partners, Locantro and Romanoff. Petition ii 1. Rutigliano separately alleges Locantro and Romanoff improperly “diverted Company assets for their own benefit and robbed the Company of corporate opportunities.” Id. The Petition alleges that, in or about 2006, Rutigliano was approached by Locantro to join Absolute. Petition ii 10. At that time, Locantro was the sole owner and officer. Id. When Rutigliano first began working for Absolute, his initial compensation was “base salary plus commissions.” Id. ii 12. Rutigliano began taking on more responsibilities at Absolute, eventually taking responsibility for “all of the day-to-day operations of the Company.” Id. ii 13. In mid-2011, Rutigliano and Locantro began negotiating the terms of a .shareholder agreement pursuant to which each would own a 50% stake in Absolute. Petition ii 15. Soon after, Locantro advised Rutigliano he wanted a childhood friend, Robert Romanoff, to join Absolute as its new Chief Financial Officer and part-owner. Id. ii 16. [* 2]FILED: NEW YORK COUNTY CLERK 03/06/2017 12:08 PM INDEX NO. 654118/2015 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/06/2017 4 of 23 Rutigliano v. Locantro Index №654118/2015 Page 3 of22 On January 1, 2012, the parties signed an operating agreement governing the terms of operation and control of Absolute. 1 See NYSCEF №56, Romanoff Affidavit Exhibit A (the “Operating Agreement”). The Operating Agreement sets .forth that PlaintiffPetitioner Rutigliano, Defendant-Respondent Locantro, and Defendant-Respondent Romanoff were each to possess a one-third ownership stake in Absolute. See Operating Agreement at 4, 28. Locantro and Rutigliano’s initial contributions were valued at $250,000, while Romanoff provided no initial contribution for his ownership stake. See Operating Agreement at 28. The Petition alleges disagreements between the shareholders arose almost immediately. Petition if 28. For example, the Petition alleges Defendant-Respondent Romanoff quickly fell behind on paying Absolute’s creditors, bounced payroll checks, and generally “could not properly manage the coll).pany’s finances.” Id. iii! 28–30. The Petition alleges that, around the same time, Defendant-Respondents began denying PlaintiffPetitioner access to Absolute’s books and Records. Id. if 30. The Petition further alleges that, in September 2011, Defendant-Respondents Locantro and Romanoff formed EDM Electrical Contractors (“EDM”) to bid on non-union contracting jobs for which Absolute was not eligible. Petition if 26. To hide EDM’s 1 Notably, the Petition alleges the parties signed a similar operating agreement .several months earlier on October 1, 2011. Petition~ 18. However, all parties are in agreement that the January · 1, 2012 Operating Agreement has been the controlling document in this case since its inception. See Romanoff Affidavit~ 3; Rutigliano Affidavit~ 3; Pl. Reply Br. at 2 n.7 (“Petitioner does not dispute that the 2012 agreement controls”). [* 3]FILED: NEW YORK COUNTY CLERK 03/06/2017 12:08 PM INDEX NO. 654118/2015 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/06/2017 5 of 23 Rutigliano v. Locantro Index №654118/2015 Page 4 of22 existence from Plaintiff-Petitioner, Defendant-Respondents formed EDM under the name of the individual Defendant-Respondents’ children. Id. ~ 26. The Petition further alleges that by late 2013, Absolute was significantly behind in repaying expenses which Rutigliano had incurred on Absolute’s behalf. Petition ~ 38. Then on November 2, 2013, Rutigliano was allegedly replaced as president of Absolute without prior notice. Id. ~ 39. On November 12, 2013, Rutigliano met with Locantro to discuss his concerns regarding Absolute. Id. ~ 41. Locantro allegedly told PlaintiffPetitioner he “would pay the $250,000 owed to [Rutigliano] and that the Company would begin paying back all monies owed.” Id. On or about February 1, 2015, Defendant-Respondent Locantro called a meeting of the three shareholders for February 12, 2015. Petition~ 56. At that meeting, DefendantRespondents Locantro and Romanoff allegedly “proceeded to vote to remove Rutigliano as ‘managing member’, officer, and ‘member’ of the Company. Id. ~ 59. Locantro and Romanoff also “voted to suspend all compensation and other benefits owed, to Petitioner.” Id. By email dated March 6, 2015, Romanoff advised Rutigliano his “duties and responsibilities as president, officer, and managing member have been totally removed.” Id. ~ 61. Defendant-Respondents subsequently “denied Petitioner access to his office and mailed his personal effects to his home.” Id. At a shareholder meeting held on July 24, 2015, Locantro and Romanoff approved an immediate “capital call” which would require each of the three shareholders, including Plaintiff-Petitioner, to make a capital contribution of $102,550 within four days-by July [* 4]FILED: NEW YORK COUNTY CLERK 03/06/2017 12:08 PM INDEX NO. 654118/2015 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/06/2017 6 of 23 Rutigliano v. Locantro Index №654118/2015 Page 5 of22 28, 2015. Petition~ 65. An additional shareholder meeting was held on October 9, 2015 for the purposes of issuing a second capital call. Id. ~ 68. According to the Petition, Defendant-Respondents issued the capital calls in an improper attempt to dilute PlaintiffPetitioner’s interest in the company to nothing. Id. ~ 69. On December 9, 2015, Plaintiff-Petitioner filed the instant Petition seeking judicial dissolution of Absolute pursuant to Business Corporation Law§ 1104-a (Count One). The Petition alleges nine additional causes of action against Defendant-Respondents, including “appointment of a receiver pursuant to Business Corporation Law§ 1113” (Count Two); an accounting of Absolute and EDM (Count Three); breach of fiduciary duty (Count Four); breach of contract (Count Five); breach of the duty of good faith and fair dealing (Count Six); Conversion (Count Seven); unjust enrichment (Count Eight); tortious interference . . with Contract and economic advantage (Count Nine); and promissory estoppel (Count Ten). II. Standards of Review A respondent in a special proceeding “may raise an objection in point of law by setting it forth in his answer or by a motion to dismiss the petition, made upon notice within the time allowed for answer.” C.P.L.R. § 404. The purpose of this provision “is to permit a motion to be made on all grounds available in an action under CPLR § ~211.” Bernstein Family Ltd. P ‘ship v. Sovereign Partners, L.P., 66 A.D.3d 1, 5 (1st Dep’t 2009); see also Langella v. Front Door Associates, Inc., 34 Misc. 3d 1212(A) at *1 (Sup. Ct. Suffolk Cty. [* 5]FILED: NEW YORK COUNTY CLERK 03/06/2017 12:08 PM INDEX NO. 654118/2015 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/06/2017 7 of 23 Rutigliano v. Locantro In

Rutigliano v Locantro2021 NY Slip Op 30689(U)March 1, 2021Supreme Court, New York CountyDocket Number: 654118/2015Judge: Joel M. CohenCases posted with a “30000” identifier, i.e., 2013 NY SlipOp30001(U), are republished from various New YorkState and local government sources, including the NewYork State Unified Court System’s eCourts Service.This opinion is uncorrected and not selected for officialpublication.

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Written by robert massimi