Satterfield v. VStock Transfer, LLC

• Docket Number: Index No. 650311/2019,Motion Seq. No. 20
• Decision Date: 30 April 2022
• Citation: 2022 NY Slip Op 31446 (U)
• Parties: BRENT SATTERFIELD, Plaintiff, v. VSTOCK TRANSFER, LLC, AMERICA 2030 CAPITAL, LLC (A/K/A BENTLEY ROTHSCHILD CAPITAL LTD CORP.), BENTLEY ROTHSCHILD CAPITAL LTD CORP., AMERICA 2030 CAPITAL, LIMITED, BENTLEY ROTHSCHILD FINANCIAL, LLC, BENTLEY ROTHSCHILD INVESTMENTS, XYZ CORPORATION 1-10, and VAL SKLAROV, Defendants.
• Court: New York Supreme Court

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2022 NY Slip Op 31446(U)

BRENT SATTERFIELD, Plaintiff, v. VSTOCK TRANSFER, LLC, AMERICA 2030 CAPITAL, LLC (A/K/A BENTLEY ROTHSCHILD CAPITAL LTD CORP.), BENTLEY ROTHSCHILD CAPITAL LTD CORP., AMERICA 2030 CAPITAL, LIMITED, BENTLEY ROTHSCHILD FINANCIAL, LLC, BENTLEY ROTHSCHILD INVESTMENTS, XYZ CORPORATION 1-10, and VAL SKLAROV, Defendants.

Index No. 650311/2019, Motion Seq. No. 20

Supreme Court, New York County

April 30, 2022

Unpublished Opinion

DECISION + ORDER ON MOTION

ANDREA MASLEY, J.S.C.

The following e-filed documents, listed by NYSCEF document number (Motion 020) 549, 550, 551, 552, 553, 554, 555, 556 557, 558, 559, 560, 561, 564, 565, 566, 567, 568, 569, 570 610, 611, 612, 613, 614, 615, 616, 617, 627, 630, 640, 641 642, 643, 649, 650, 655 were read on this motion to/for ENFORCEMENT.

Upon the foregoing documents, it is

In motion sequence number 020, plaintiff Brent Satterfield moves, by order to show cause, for enforcement of this court's November 12, 2021 Decision and Order (Prior Order) (NYSCEF Doc. Nos. [NYSCEF] 449 and 450, Decision and Order [mot. seq. nos. 010 and 011]), and for an order of contempt and sanctions against defendants Val Sklarov Bentley Rothschild Financial LLC (Rothschild), Bentley Rothschild Capital Limited Corp. (BRCLC), and America 2030 Capital, LLC (A2030C). Specifically, plaintiff seeks an order directing defendants to:

1. Immediately pay to plaintiff the $15, 327.58 in interest accrued since the January 3, 2022 Judgment; 2. Immediately pay to Brent Satterfield $39, 000 in reimbursement of plaintiffs post-Judgment attorneys' fees;^[1]

3. Immediately pay to plaintiff $1, 000, 000 in damages incurred by plaintiff as a result of the judgment defendants' contempt;

4. Immediately return to plaintiff all of the Shares of CoDiagnostics (NASDAQ: CODX) (the Shares) in the possession, custody, or control, directly or indirectly, of the judgment defendants, including any such shares held at Dolfin Financial (Dolfin) in London (Dolfin Shares) or wherever else they may be, including Shares held at defendant VStock Transfer, LLC (VStock) (VStock Shares);

5. Immediately facilitate, expedite, and, as necessary, execute any paperwork that may be necessary or expedient to effectuate the return of the shares to plaintiff including but not limited to changing the ownership of the shares held at Dolfin from the A2030C U.K entity (or whatever name is holding CODX shares) to plaintiff, instructing the appropriate officials at Dolfin or the Special Administrators in charge of the Dolfin liquidation to transfer the CODX shares to plaintiff's personal account at Stifel, New York; and

6. Immediately provide irrevocable transfer instructions to Dolfin to effect the transfer of ownership and accounts to Brent Satterfield.

(NYSCEF 559, Order to Show Cause [mot. seq. no. 020].)

Background

The background of this case is set forth in this court's decision of motion sequence number 004 and will not be repeated here except as relevant to this decision finding defendants in contempt of court. (NYSCEF 200, Decision and Order [mot. seq. no. 004].) Sklarov is the principal of and controls all of the defendants. (NYSCEF 418, Final Arbitration Award at 58^[2].) The court's reference to Sklarov encompasses all of the defendants.

In January 2021, Dolfin informed A2030C, Sklarov's U.K. entity holding the Dolfin Shares, that since it was no longer registered with the U.K. corporate registrar, the shares could be forfeited. (See NYSCEF 656, Plaintiffs Exhibit 7, Anne Salisbury Email to all defendants [Jan. 4, 2022] at 21-22.^[3])

On February 4, 2021, the American Arbitration Association (AAA) Panel directed the parties to put the Shares in escrow at Stifel Trust Company, N.A. (Stifel) to which the parties stipulated on May 20, 2021. (NYSCEF 285, Stipulation.) The stipulation was so ordered by the court on June 8, 2021. (NYSCEF 286, So Ordered Stipulation.) The shares were never transferred.

On July 9, 2021, the AAA Panel issued its award directing defendants: (1) to pay plaintiff within 30 days $1, 152, 538.70 for the improper sale of 905, 926 Shares; (2) to return to plaintiff the Shares held at VStock; and (3) to return to plaintiff the Dolfin Shares. (NYSCEF 418, Final Award at 70.) Defendants failed to comply.

Dolfin went into insolvency, freezing defendants' account. (NYSCEF 550, Salisbury aff ¶ 8.) On January 4, 2021, plaintiff provided defendants with the paperwork necessary to restore A2030C UK. (Id. ¶ 10.) There is no evidence before the court that defendants paid the franchise tax to avoid forfeiture before or after Dolfin went into insolvency or took any steps to release the Dolfin Shares to plaintiff.

On November 21, 2021, the court ordered defendants to

"immediately return to Plaintiff Brent Satterfield all of the First Tranche of shares in the possession, custody, or control, directly or indirectly, of [the Judgment Defendants] including such shares held at Dolfin Financial in London or wherever else they may be and to immediately facilitate, expedite, and, as necessary, execute any paperwork that may be necessary or expedient to effectuate the return of said shares to said plaintiff."

(NYSCEF 449, Prior Order [mot. seq. no. 010].)

On February 14, 2022, the VStock Shares were returned to plaintiff as a result of plaintiffs efforts to get a court order. (NYSCEF 536, So Ordered Stipulation [mot. seq. no. 015].)

On February 25, 2022, Jaitegh Singh, Esq., filed a notice of appearance as counsel to defendants when all other counsel to defendants asked to be relieved. (NYSCEF 581.)

On February 26, 2022, Singh received Sklarov's subpoena. (NYSCEF 592.) While there were motions to quash other subpoenas, including a subpoena on Singh, defendants failed to make such a motion. (CVL Real Estate Holding Co., LLC v Weinstein, 74 A.D.3d 565, 566 [1st Dept 2010] [when defendant refused to appear in court in response to plaintiffs motion to hold defendant in contempt, the court found proper service where defendant failed to move to quash the subpoena].)

On March 2, 2022, Singh, executed a stipulation with plaintiff, so ordered on March 21, 2022, reiterating the court's Prior Order that plaintiff is the rightful owner of the Dolfin Shares and agreeing that the Shares should be returned to plaintiff. (NYSCEF 640, So Ordered Stipulation.) To date, the Dolfin Shares have not been returned to plaintiff.

Contempt Hearing

On February 14, 2022, the court directed the parties to appear for argument on this motion for contempt on February 17, 2022 and scheduled an in-person hearing on contempt for March 4, 2022. (NYSCEF 560, Order to Show Cause.) On March 2, 2022, at 4:11 p.m., Sklarov's counsel filed an affirmation saying that his client could not appear for the contempt hearing against him. (NYSCEF 599, Singh aff ¶ 4.) The court rejected counsel's affirmation as counsel failed to disclose the whereabouts of his client and had no personal knowledge of any factual assertions in his affirmation. On March 3, 2022, at 9:11 am, Sklarov filed an affidavit allegedly notarized by a notary in Butler County, Pennsylvania on March 3, 2022. (NYSCEF 609, Sklarov affidavit [Mar. 3, 2022].) Again, without disclosing his whereabouts, Sklarov claimed to be too busy to appear because of the war in Ukraine. (Id.) In his affidavit, Sklarov additionally represented to the court that "[i]n an effort not to prolong this matter indefinitely, I am willing to appear via video conference at any future date and time which this Court determines is acceptable with the exception of this Friday, March 4, 2022." (Id.)

On March 3, 2022, the court granted Sklarov's request, noted the Pennsylvania notarization, and adjourned the in-person contempt hearing to April 1, 2022 at 10:00 a.m. (NYSCEF 620, Order.) Next, the court was informed that Sklarov was not in Pennsylvania and his attorney had no idea where he was located. (See NYSCEF 621, Order.) The court then immediately ordered Sklarov to disclose his location so the court could determine if his affidavit was valid. (Id.)

Pursuant to court's order, in a March 4, 2022 affidavit, Sklarov claimed to be in the Maldives. (NYSCEF 622, Sklarov aff [Mar. 4, 2022].) His affidavit was again notarized in Pennsylvania with no indication that the notary knew where Sklarov was or whether the notarization complies with the law where Sklarov was purportedly located. Pennsylvania notary law allows Pennsylvania notaries to notarize individuals even if the individual is not presently in Pennsylvania. (57 Pa Stat Ann § 306.1 [b] [4] [ii].) However, the Pennsylvania law is contingent on the law where the individual is located; the notarization must be consistent with the law in that jurisdiction. (See id.) There is no evidence before this court that the Pennsylvania notary complied with the law of the Maldives, if that is actually where Sklarovwas located. Indeed, there is no indication that the notary knew where Sklarovwas at the time of the notarization to comply with the strictures of Pennsylvania law; this is accentuated by the admission that Sklarov's own attorney had no idea where he was. Further, Sklarov has failed to provide the court with any proof demonstrating that the notarization is consistent with the law of the Maldives or proof that Sklarov was actually located there. Accordingly, the court finds the documents (NYSCEF 609 and 622), to be unsworn and unreliable.

In a March 23, 2022 email to the court, Sklarov's counsel informed the court that Sklarov would not be appearing at the contempt hearing against him on April 1, 2022 either because he had allegedly complied with the court's Prior Order and returned the shares, which was not true, or because his family was in Ukraine, though Sklarov's...