The following papers read on this motion:Notice of Motion XXXAffirmation in Support XXXAffirmation in Opposition XMemorandum of Law XX
*1 Motion by plaintiff Yesa LLC for summary judgment dismissing defendants’ counterclaims is granted in part and denied in part. Motion by third party defendants Mantiff Management, Inc, Paru Dharia, and Falgun Dharia for summary judgment dismissing the third-party complaint is granted in part and denied in part. Defendant Mittal Patel and third party plaintiffs’ motion for summary judgment is granted to the extent indicated below. This is an action for an accounting by a former shareholder of a closely held corporation.Third party defendant Falgun Dharia was the operator of several Dunkin Donuts franchises. In July 1998, Falgun Dharia negotiated a transaction whereby defendant Mittal Patel, who was 21 years of age at the time, purchased an 85 percent interest in a Dunkin Donuts franchise in Port Jervis, and Falgun’s wife, third party defendant Paru Dharia, acquired a 15 percent interest in the franchise. The franchise was purchased from non-party Kamal Aditya, who owned the real property where the Dunkin Donuts was located. Patel contributed $425,000 towards the purchase price, of which $80,000 was her own funds and $345,000 was borrowed from an institutional lender. Neither Falgun nor Paru Dharia contributed any money towards the purchase price. The company which held the franchise, and in which Patel and Paru Dharia were shareholders, was defendant MP Jervis Donuts, Inc.On July 15, 1998, the date that Paru Dharia and Patel acquired MP Jervis Donuts, they also entered into a written shareholder agreement. In the acquisition and shareholder agreement, Paru Dharia was represented by third party defendant Miller, Rosado & Algios, LLP, who also purported to represent Patel in the transactions. Although the shareholder agreement made no provision as to distribution of profits, the parties orally agreed that profits would be distributed on a 50-50 basis. Patel alleges that she paid Paru Dharia 50 percent of the profits for a number of years, amounting to several hundred thousand dollars.
