BRYAN GOLDSTEIN v. RAYNER LAW GROUP PLLC THE LAW OFFICES OF GOLDSTEIN RAYNER (2026)

The following papers numbered 1— 3 were read and considered, in addition to oral argument on May 14, 2026, in connection with Plaintiff's Notice of Motion (Motion Seq. No. 6) for an Order (i) pursuant to Civil Practice Law and Rules § 3212 granting partial summary judgment as to liability on Plaintiff's eighth cause of action for breach of fiduciary duty, summary judgment on Plaintiff's seventh cause of action for a constructive trust, and summary judgment on Plaintiff's first cause of action for an accounting, (ii) pursuant to Civil Practice Law and Rules § 3212 granting summary judgment in favor of Plaintiff dismissing all of the Defendants' affirmative defenses, (iii) pursuant to Civil Practice Law and Rules § 3212 granting summary judgment in favor of the Plaintiff dismissing all counterclaims of the Defendants Rayner Law group PLLC and the Law Offices of Goldstein & Rayner, (iv) pursuant to Civil Practice Law and Rules § 3212 granting summary judgment in favor of the Plaintiff dismissing the first counterclaim of Defendant Kim Rayner for a final accounting of the Estate, Rayner's second cause of action, in part, for breach of the partnership agreement, Rayner's fourth counterclaim for unjust enrichment, and Rayner's fifth counterclaim for conversion, (v) awarding sanctions and/or attorney's fees pursuant to 22 NYCRR § 130.1-1 in the Court's discretion against Defendants Rayner and RLG and/or their counsel for frivolous claims and conduct in this action and granting Plaintiff a briefing schedule and hearing to determine the amount of reimbursement for its actual expenses and attorney's fees incurred; and (vi) granting such other and further relief as this Court deems just, proper and equitable:

PAPERS NUMBERS

Notice of Motion (Motion Seq. No. 6)/Affirmation of Bryan Goldstein, Esq./ Affirmation of Stefan B. Kalina, Esq./Exhibits 1-72/Affirmation of Joseph B.

Teig, Esq. — Exhibits 1-2/Memorandum of Law In Support- Exhibit 47 1

Affirmation of Kim Rayner, Esq. in Opposition-Exhibits A-GG/Affirmation of Christie Bacchi/Memorandum of Law in Opposition/Second Affirmation of Kim

Rayner 2

Reply Affirmation of Bryan Goldstein, Esq./Memorandum of Law in Reply 3

BACKGROUND

This action arises from the dissolution of The Law Offices of Goldstein & Rayner (hereinafter G&R), a two-partner law firm that practiced in Rockland County, New York for approximately fourteen years. David Goldstein (hereinafter "Goldstein") held a 95% interest in the partnership, and Kim Rayner (hereinafter "Rayner") held a 5% interest. Goldstein died suddenly on June 1, 2022. Following his death, Rayner assumed the role of surviving partner with the obligation to wind down G&R's affairs.

Plaintiff, the Estate of David Goldstein, by Bryan Goldstein as Executor, commenced this action in April 2023, asserting claims for breach of fiduciary duty, constructive trust, and an accounting of G&R, among others. Defendants—Rayner, Rayner Law Group PLLC (hereinafter "RLG" -- the new firm Rayner formed after Goldstein's death), and G&R—have interposed affirmative defenses and counterclaims, including claims for an accounting, breach of the Partnership Agreement, breach of fiduciary duty, unjust enrichment and conversion.

The matter is now before the Court on Plaintiff's motion pursuant to CPLR 3212 for: (1) partial summary judgment on the claim for breach of fiduciary duty; (2) summary judgment on the claims for constructive trust and accounting; (3) dismissal of Defendants' affirmative defenses and substantially all of their counterclaims; and (4) sanctions pursuant to 22 N.Y.C.R.R. § 130-1.1.

Defendants oppose the motion in its entirety and cross-move, upon the Court searching the record for dismissal of Plaintiff's First, Second, and Sixth causes of action seeking an accounting, on the ground that an accounting has now been supplied.

For the reasons set forth below, Plaintiff's motion is DENIED in its entirety. The Court declines to search the record and grant summary judgment to Defendants on the accounting claims.

LEGAL STANDARD

Summary judgment is a drastic remedy that may be granted only where there is no genuine triable issue of material fact and the movant is entitled to judgment as a matter of law. See Alvarez v Prospect Hosp., 68 NY2d 320, 324 [1986]; Civil Practice Law and Rules § 3212(b). The Court's function on a motion for summary judgment is issue-finding, not issue-determination. See Sillman v Twentieth Century-Fox Film Corp., 3 NY2d 395, 404 [1957]. In evaluating the motion, the Court must view the evidence in the light most favorable to the non-moving party and afford that party all reasonable inferences. See Escobar v Velez, 116 AD3d 735, 735 [2d Dept 2014].

Once the movant establishes a prima facie showing of entitlement to judgment as a matter of law, the burden shifts to the opposing party to produce evidentiary proof in admissible form sufficient to raise a triable issue of fact. See Zuckerman v City of New York, 49 NY2d 557, 562 [1980]. Mere conclusions and unsubstantiated allegations are insufficient to defeat summary judgment. See Gilbert Frank Corp. v Federal Ins. Co., 70 NY2d 966, 967 [1988)].

However, "[t]he court may not weigh the credibility of the affiants on a motion for summary judgment unless it clearly appears that the issues are not genuine, but feigned." Chase v. Skoy, 146 AD2d 563, 564 [2d Dept 1989] (internal citation omitted). Motions for summary judgment must be denied where a material issue of fact exists "or even arguably exists." Lustyik v Manaher, 226 AD2d 852, 853 [3d Dept 1996].

DISCUSSION

I. Governing Law

As a threshold matter, the Court notes that the parties now agree that New York's Uniform Partnership Act, codified in the New York Partnership Law ("NYPL"), governs the Partnership Agreement. Although Plaintiff's complaint initially invoked the Revised Uniform Partnership Act ("RUPA"), Plaintiff's moving papers concede that New York has not adopted RUPA. See Congel v Malfitano, 31 NY3d 272 [2018]. Defendants agree. This concession by Plaintiff, however, having been made for the first time on this motion, creates its own complications with respect to the standing of G&R's counterclaims, as discussed below. The Court accepts that the NYPL governs to the extent applicable.

II. Breach of Fiduciary Duty — Partial Summary Judgment Is Denied

Plaintiff contends that Rayner breached multiple fiduciary duties as the surviving wind- down partner of G&R. There is no dispute that Rayner, as the surviving partner, owed fiduciary duties to the Estate. See Birnbaum v Birnbaum, 73 NY2d 461, 466 (1989); Partnership Law §§ 43, 51(2)(d). In dissolution, the surviving partner serves as a statutory trustee who must refrain from self-dealing, preserve partnership assets and prioritize obligations to third-party creditors before distributing anything to herself. See Partnership Law §§ 62(4), 71(b).

Plaintiff has identified several specific acts it contends constitute breach of her fiduciary duties: (1) Rayner's payment to herself of a $50,000 check drawn on G&R funds two days after Goldstein's death; (2) Rayner's unilateral increase of her weekly distributions from G&R from $4,000 to $5,000; (3) Rayner's diversion of a $4,017.50 settlement payment into RLG's account; (4) Rayner's use of G&R's assets—including office space, staff, equipment, website, telephone number and goodwill—to fund and operate RLG without compensation to G&R; (5) Rayner's failure to pursue judgment amounts allegedly owed to G&R; and (6) Rayner's failure to provide an adequate post-dissolution accounting.

While certain of these allegations appear, on this record, to raise substantial questions about Rayner's conduct as surviving partner, the Court cannot conclude, as a matter of law, that Plaintiff has eliminated all triable issues of fact. The central legal dispute turns on the reasonableness and propriety of the compensation Rayner paid to herself during the wind-down period—a question that Partnership Law § 40(6) expressly frames in terms of "reasonable compensation." New York courts consistently treat reasonableness of compensation as a quintessential question of fact not amenable to summary adjudication. See Cahill v Haff, 248 NY 377, 388 (1928); See also Dershowitz & Eiger, P.C. v Helmsley, 219 AD2d 497 [1st Dept 1995].

The $50,000 payment presents a particularly close question. Plaintiff characterizes it as undisguised self-dealing. Rayner's own deposition testimony—that she wrote the check because "if I didn't, I still would be here three years later without my money"—is candid acknowledgment that the payment was made in anticipation of a claim, not as a proper wind-down expense. However, whether that payment was "reasonable compensation" under Partnership Law § 40(6) for wind-down services actually performed, or an impermissible pre-emptive distribution, requires a factual determination this Court cannot resolve on competing affidavits. The Rivkin Radler legal advice upon which Rayner claims to have relied, while not a complete defense, is a factor that the trier of fact may weigh in assessing whether her conduct was in good faith, even if ultimately improper.

Similarly, the $43,000 in increased weekly distributions raises issues as to both the reasonableness of the amounts and the timing relative to G&R's outstanding obligations to third- party creditors. Rayner contends that she was performing substantial wind-down services during this period, including managing Goldstein's criminal defense caseload, finding substitute counsel, and administering the firm's closure. Whether the amounts she paid herself were reasonable compensation for those services, or whether they depleted funds that should have been applied to creditors with priority under Partnership Law § 71(b), is a question of fact.

With respect to Rayner's use of G&R's assets—office space, staff, equipment, telephone number, website and goodwill—for the benefit of RLG, again the record presents competing narratives. Plaintiff frames this as outright conversion and misappropriation. Rayner contends that she continued to use the office and maintain the infrastructure, at least initially, precisely to enable the wind-down of G&R's affairs, including facilitating communications from Goldstein's former clients, courts, and adversaries. While Rayner's admission that such calls stopped within months may weigh against her on the facts, it does not eliminate the issue. The value of any G&R assets transferred to RLG without compensation, and the extent to which their use actually benefited G&R's wind-down versus RLG's new practice, requires evidentiary development at trial.

The Court notes that Plaintiff's argument that all uncontroverted facts and unaddressed legal arguments are conceded overstates the applicable standard. While courts have recognized that the failure to address a legal argument may, in appropriate circumstances, amount to a concession, see McNamee Const. Corp. v City of New Rochelle, 29 AD3d 544 [2d Dept 2006], that principle does not excuse a movant from satisfying its threshold burden of establishing the absence of any triable issue of fact. Where, as here, the underlying record itself reveals contested issues— including competing characterizations of Rayner's conduct, disputed valuations of partnership assets, and a factual dispute about whether Rayner's accounting is adequate—summary judgment cannot be granted simply because Defendants failed to rebut every single issue advanced in Plaintiff's papers.

Accordingly, Plaintiff's application for partial summary judgment on liability for breach of fiduciary duty is denied.

III. Constructive Trust — Summary Judgment Is Denied

Plaintiff seeks summary judgment imposing a constructive trust over the $50,000 lump- sum payment, the $43,000 in increased weekly distributions, and the $4,017.50 DiBiase settlement proceeds deposited into RLG. A constructive trust is an equitable remedy imposed to prevent unjust enrichment where property has been acquired in circumstances that make retention unconscionable. See Toobian v Golzad, 193 AD3d 778, 779 [2d Dept 2021]. The elements are: (1) a fiduciary or confidential relationship; (2) a promise, express or implied; (3) a transfer in reliance on the promise; and (4) unjust enrichment. Id. Courts have recognized that in the partnership context, the constructive trust remedy is particularly suited to self-dealing by a fiduciary. See Birnbaum v Birnbaum, 117 AD2d 409, 420 [4th Dept 1986].

For the reasons set forth in the preceding section, the Court cannot conclude at this stage that Rayner's retention of these funds is, as a matter of law, unjust enrichment. Whether she was entitled to any or all of the payments depends on the resolution of the factual disputes outlined above—including the reasonableness of her compensation and the proper application of Partnership Law § 71(b)'s priority scheme. Moreover, with respect to the $50,000 and $43,000 payments specifically, the money was disbursed nearly four years ago and is fungible currency no longer traceable to a specific fund. Defendants correctly note that a constructive trust is an equitable remedy that should not be imposed where an adequate remedy at law exists. See Bertoni v Catucci, 117 AD2d 892, 895 [3d Dept 1986]; See also Basal Trading & Sons Ltd. . M&G Diamonds, Inc., 212 AD3d 551, 553 [1st Dep 2023]. Plaintiff has not established, on this record, that a money judgment would be inadequate. Summary judgment on the constructive trust claim is therefore denied.

IV. Accounting — Summary Judgment Is Denied in Part; Cross-Motion to Dismiss Is Denied

Plaintiff argues it is entitled to summary judgment on its claims for an accounting because Defendants failed to provide an adequate post-dissolution accounting. Defendants respond that they have now supplied an accounting—the affirmation of certified public accountant Yigal Rechtman, with exhibits—and that Plaintiff's claims for an accounting should therefore be dismissed as moot.

The Court denies summary judgment to Plaintiff on the accounting claims and declines to dismiss those claims upon searching the record. The parties' dispute about the adequacy of the accounting supplied by Defendants is itself a contested factual and legal question. Plaintiff correctly observes that a proper accounting upon dissolution of a partnership must address all of the firm's affairs through the conclusion of the wind-down, including income received, expenses incurred and assets disposed of after the dissolution event. See Arrants v Dell Angelo, 73 AD2d 633 [2d Dept 1979]; Fogel v Neiman, 288 AD2d 429, 430 [2d Dept 2001]; Birnbaum . Birnbaum, 157 AD2d 177 [4th Dept 1990].

The Rechtman accounting, by its author's own admission, only purports to account for G&R's affairs through May 31, 2022—the month before Goldstein died. It therefore does not encompass any of the post-dissolution transactions that are most hotly disputed in this litigation: the $50,000 payment, the increased weekly distributions, the DiBiase settlement, ERC funds received, the staffing costs or the disposition of G&R's intangible assets. An accounting that ends before the dissolution event is not a proper accounting of the wind-down for purposes of Partnership Law § 74. See Dawson v. White & Case, 88 NY2d 666, 674 (1996) (a partner's interest is determined through the accounting/winding-up process).

However, that does not entitle Plaintiff to summary judgment. The obligation to account will be enforced at trial, and the Court will direct Rayner to produce a complete post-dissolution accounting covering the period from June 1, 2022, through the conclusion of wind-down activities. The disputes regarding the propriety of specific disbursements are matters to be resolved through that accounting process and, if necessary, at trial. Accordingly, Plaintiff's motion for summary judgment on the accounting claim is denied without prejudice to renewal following the production of a complete post-dissolution accounting. Defendants' cross-motion to dismiss the accounting claims as moot is denied.

V. Affirmative Defenses — Dismissal Is Denied

Plaintiff moves to dismiss all of Defendants' affirmative defenses except unclean hands, which Plaintiff acknowledges is addressed in Defendants' opposition. Defendants defend their unclean hands affirmative defense on the ground that Goldstein himself engaged in conduct— including disbursing retainers before they were earned and making distributions to himself from partnership funds—that gives rise to the defense.

The Court denies dismissal of the affirmative defenses at this juncture. Summary judgment dismissing an affirmative defense is appropriate only where the defense is legally insufficient or wholly unsupported by the evidence. See Becher v. Feller, 64 AD3d 672 [2d Dept 2009]. Here, the unclean hands defense raises contested factual questions about Goldstein's own stewardship of G&R's finances during his lifetime—including his alleged practice of disbursing unearned retainers and taking distributions in excess of his entitlement. These questions require factual development. Whether Goldstein's conduct was authorized under the Partnership Agreement or constituted inequitable conduct is a question of fact. The remaining affirmative defenses, while conclusorily pleaded, are not so obviously frivolous on the face of this record as to warrant summary dismissal, and the Court declines to do so at this stage.

VI. Defendants' Counterclaims — Dismissal Is Denied in Part

A. G&R's Counterclaims

Plaintiff argues G&R lacks standing to assert counterclaims because it dissolved by operation of law upon Goldstein's death under Partnership Law § 62(4). Defendants counter that Plaintiff's own complaint treated G&R as a continuing entity, relying on RUPA in its initial pleading.

The Court declines to dismiss G&R's counterclaims on this ground at this time. Plaintiff's complaint, as filed, invoked RUPA, under which dissolution does not occur automatically upon a partner's death. Plaintiff cannot now, having amended its legal theory on summary judgment, retroactively strip G&R of the standing it enjoyed under the theory Plaintiff itself advanced. Courts have recognized that a party may be judicially estopped from taking a position inconsistent with one previously maintained in the same litigation. Having litigated this case for three years under the premise that RUPA governed—and having obtained discovery on that basis—Plaintiff is not entitled to summary judgment on a standing theory premised on the Partnership Law theory it abandoned only at the summary judgment stage. The standing issue and its relationship to the governing law question are appropriately resolved at trial.

B. RLG's Counterclaims

Plaintiff argues that RLG lacks standing to assert any counterclaims because RLG did not exist until after Goldstein's death and has no contractual or statutory relationship with the Estate. Defendants advance a theory of equitable subrogation—that RLG performed services for former G&R matrimonial clients who were entitled to the return of unearned retainers, and thereby became subrogated to those clients' claims against G&R.

The equitable subrogation theory is not frivolous, though its ultimate viability will depend on proof. Equitable subrogation is available where a party has paid a debt for which another is primarily responsible, and the circumstances are such that equity demands the payor be placed in the shoes of the original creditor. Whether RLG's performance of services for clients whose retainers were held by G&R—and who could have sued G&R directly—gives rise to such a claim is a question of fact and equity not appropriately resolved on summary judgment. The Court denies dismissal of RLG's counterclaims without prejudice.

C. Rayner's Counterclaim for an Accounting

Plaintiff argues that Partnership Law § 74 creates a one-way obligation—surviving partners must account to the deceased partner's estate, not the reverse—and therefore Rayner's counterclaim for an accounting must be dismissed. The Court notes the force of this argument as a matter of statutory construction.

However, Defendants have now supplied an accounting of G&R through May 31, 2022, and their accounting claim is, in substance, a vehicle for compelling a reciprocal examination of Goldstein's own pre-death administration of G&R's finances. To the extent that Rayner seeks to audit Goldstein's disbursements, draws, and management of partnership funds during his lifetime, that inquiry is relevant and will be part of the trial. The Court declines to dismiss the counterclaim for an accounting as a pleading matter at this stage, as it may be construed as seeking an accounting of Goldstein's stewardship, which is a cognizable equitable claim inextricably intertwined with the main action.

D. Rayner's Counterclaim for a Share of G&R Profits

This is perhaps the most contested legal and factual question presented by the motion. Plaintiff argues that the parties' course of conduct—Rayner's consistent acceptance over many years of "guaranteed payments" rather than any profit distribution, confirmed by K-1s she received without objection and tax returns she herself caused to be filed—conclusively establishes that Rayner had no entitlement to a share of G&R profits. Plaintiff relies on Mahoney-Buntzman v Buntzman, 12 NY3d 415, 422 [2009], for the proposition that a party is bound by the representations made in her income tax returns.

Defendants counter that the Partnership Agreement expressly provides Rayner with a 5% partnership interest. They argue that a court cannot, consistent with basic principles of contract interpretation, read that provision out of the agreement simply because other compensation provisions also exist. See Nomura Home Equity Loan, Inc. v Nomura Credit & Capital, Inc., 30 NY3d 572, 581 [2017] (courts must give effect to every part of a contract). Defendants further contend that the K-1s reflected how the partnership reported income for tax purposes, not necessarily the parties' contractual entitlements under the Agreement.

The Court finds that this issue presents a genuine triable question of fact and contract interpretation. The Partnership Agreement, on its face, grants Rayner a 5% interest. The manner in which the parties actually conducted their affairs over the course of the partnership—and whether that course of conduct modified, supplanted or merely deferred the profit-sharing provision—is a factual question that cannot be resolved on competing affidavits.

Rayner's explanation that Goldstein told her that there were no profits—an assertion the Plaintiff disputes—goes to the heart of the matter. Whether that representation was true, whether it induced Rayner's acquiescence in K-1 reporting that showed zero profit allocations, and whether the Dead Man's Statute (Civil Practice Law and Rules § 4519) bars her from testifying about such representations, are all issues that require a trial. The Buntzman rule does not apply so mechanically as to bar a party from demonstrating that tax reporting did not accurately reflect contractual rights, particularly where the party asserts that she was misled about the underlying financial facts. Summary judgment dismissing Rayner's profit-share counterclaim is denied.

E. Rayner's Remaining Counterclaims

With respect to Rayner's claim for a referral fee in connection with the "Bellini" matter, the record presents conflicting testimony about whether Alvarado and Rayner jointly referred that matter, and whether payment to Alvarado of a one-third fee satisfied any obligation owed to Rayner. Rayner testified inconsistently about this matter between her deposition and her Surrogate's Court filings. These inconsistencies create credibility issues that are not appropriate for summary resolution.

With respect to Rayner's claim for reimbursement of funds allegedly advanced to attorney Daniel Hochheiser, Rayner has now conceded in her opposition papers that G&R's Employee Retention Credit (hereinafter ERC) funds were used for that payment rather than her personal funds. This concession defeats the specific counterclaim as pleaded—that she advanced her own money. The Court grants Plaintiff's application to dismiss that specific subclaim with respect to Hochheiser to the extent it is premised on the allegation of personal advancement by Rayner, as she has now admitted that premise was incorrect. However, questions may remain about the propriety of the ERC fund expenditure itself, which the Court will allow to be addressed in the accounting.

With respect to Rayner's claim for unpaid compensation for the first half of 2022, the claim depends substantially on alleged oral agreements with Goldstein, which Plaintiff argues are barred by the Dead Man's Statute, Civil Practice Law and Rules § 4519. The Dead Man's Statute bars a surviving party from testifying to personal transactions with a deceased person when the testimony is offered against the estate of that person. Whether the Statute bars all of Rayner's evidence on this claim, or only some of it, is a question that depends on the specific nature of the proffered testimony and any applicable exceptions and is appropriately determined at trial. Summary judgment on this claim is denied.

With respect to Rayner's claim for the cash value of unearned retainers, the Court has considered Plaintiff's argument under Partnership Law § 40(6)—that a surviving partner may not receive compensation for completing substantive legal work for which the partnership was already compensated by prepaid retainers. However, the factual record does not adequately establish, at this stage, the specific identity of the clients, the amounts of unearned retainers, the work Rayner subsequently performed, and whether those clients directed their matters—and their credit balances—to RLG. These are questions of fact. The motion to dismiss this counterclaim is denied.

Defendants concede dismissal of their unjust enrichment and conversion counterclaims.

Those counterclaims are dismissed.

VII. Sanctions — Denied

Plaintiff seeks sanctions pursuant to 22 N.Y.C.R.R. § 130-1.1 against Rayner and/or her counsel. Conduct is frivolous under Rule 130-1.1 if it is (1) completely without merit in law and cannot be supported by any reasonable argument for an extension or modification of existing law; (2) undertaken primarily to delay or prolong the litigation or to harass or maliciously injure another; or (3) asserts material factual statements that are false.

Based on the foregoing analysis, it is clear that at least some of Defendants' legal positions—including the profit-share counterclaim, the equitable subrogation theory, and the challenge to Plaintiff's fiduciary duty claim—are not frivolous. They raise legitimate legal and factual disputes. The fact that certain of Defendants' allegations—most notably the allegation that Rayner personally advanced funds to pay Hochheiser—have now been exposed as inaccurate by Rayner's own admissions is concerning. However, the Court does not now conclude that those assertions were made with knowledge of their falsity, as opposed to reflecting careless pleading or an evolving understanding of the facts.

With respect to Plaintiff's allegations of litigation misconduct—including the claim that Defendants threatened criminal prosecution for Bryan Goldstein's alleged viewing of a public LinkedIn page and engaged in piecemeal discovery production—the Court notes that the record on this motion does not conclusively establish the kind of bad-faith, systemic misconduct that warrants the imposition of sanctions under Rule 130-1.1. The Court observes that Plaintiff certified the case as ready for trial in January 2026 without seeking to cure alleged discovery deficiencies, which significantly undermines the claim that discovery was obstructed.

Similarly, Defendants' cross-motion for sanctions against Plaintiff for bringing this motion is denied. The motion raised genuine legal questions, and while the Court has not sustained Plaintiff's positions, the motion was not frivolous.

The Court reserves the issue of sanctions for conduct arising in connection with the forthcoming trial, should the evidence establish conduct warranting such relief. Both sides are on notice that the Court expects full compliance with their obligations of candor and good faith.

Accordingly, it is hereby

ORDERED that Plaintiff's motion pursuant to Civil Practice Law and Rules § 3212 for partial summary judgment on the breach of fiduciary duty claim is DENIED; and it is further

ORDERED that Plaintiff's motion for summary judgment on the constructive trust claim is DENIED; and it is further

ORDERED that Plaintiff's motion for summary judgment on the accounting claims is DENIED without prejudice, and Rayner is directed to produce a complete accounting of G&R's affairs from June 1, 2022, through the conclusion of wind-down activities within sixty (60) days of the date of this Order; and it is further

ORDERED that Plaintiff's motion to dismiss Defendants' affirmative defenses is

DENIED; and it is further

ORDERED that Plaintiff's motion to dismiss Defendants' counterclaims is GRANTED solely to the extent that (a) Defendants' unjust enrichment counterclaim is dismissed; (b) Defendants' conversion counterclaim is dismissed; and (c) the specific subclaim that Rayner personally advanced funds to pay attorney Daniel Hochheiser is dismissed; and Plaintiff's motion to dismiss the remaining counterclaims is DENIED; and it is further

ORDERED that Defendants' cross-motion, upon the Court searching the record, for summary judgment dismissing Plaintiff's First, Second, and Sixth causes of action seeking an accounting is DENIED; and it is further

ORDERED that Plaintiff's motion for sanctions pursuant to 22 N.Y.C.R.R. § 130-1.1 is

DENIED; and it is further

ORDERED that Defendants' cross-motion for sanctions against Plaintiff is DENIED; and it is further

ORDERED that the parties shall appear for a pre-trial conference on June 15, 2026 at which time the Court will set a trial date and address the schedule for production of the complete accounting directed herein.

This constitutes the Decision and Order of the Court as to Motion Seq. No. 6. Plaintiff shall serve a copy of this Decision and Order with notice of entry upon all parties within twenty (20) days of entry.

Dated: June 13, 2026

New City, New York

HON. JOHN P. COLLINS, JR., J.S.C.

John P. Collins, Jr., J.