IN THE CIRCUIT COURT OF THE COUNTY OF ST. LOUISSTATE OF MISSOURI

In the Matter of ))

The Estate of Merle L. Silverstein, )Marcelyn Silverstein, Personal )Representative, )

)Plaintiff, )

) Cause Number:v. )

) Division Number:Rosenblum, Goldenhersh, Silverstein & )Zafft, P.C. a/k/a Rosenblum Goldenhersh, P.C, )

)Defendant. )

))

Serve: Carl C. Lang, Esq. )Rosenblum, Goldenhersh, Silverstein )& Zafft, P.C. )7733 Forsyth Blvd., 4th Floor )Clayton, MO 63105 )

PETITION – EQUITY – DECLARATORY JUDGMENT

COMES NOW The Estate of Merle L. Silverstein, by and through Marcelyn

Silverstein, Personal Representative, and by and through her counsel, and for her

Petition for Declaratory Judgment states to the Court as follows:

1. Merle L. Silverstein died on October 2, 2014.

2. On or about November 4, 2014, Marcelyn Silverstein was appointed

Personal Representative of the Estate of Merle L. Silverstein in Cause No. 14SL-

PR03217.

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3. Merle L. Silverstein was a founding member of Rosenblum, Goldenhersh,

Silverstein & Zafft, a Partnership, later to become Rosenblum, Goldenhersh, Silverstein

& Zafft, P.C.

4. From the inception of Rosenblum, Goldenhersh, Silverstein & Zafft

through July 2011, Merle L. Silverstein was an equity owner in Rosenblum,

Goldenhersh, Silverstein & Zafft, later to be known as Rosenblum, Goldenhersh,

Silverstein & Zafft, P.C.

5. From the inception of Rosenblum, Goldenhersh, Silverstein & Zafft

through the date of Merle L. Silverstein’s death, Merle L. Silverstein was a loyal, faithful

Partner, Shareholder and employee in and of Rosenblum, Goldenhersh, Silverstein &

Zafft and was a substantial factor in the success of Rosenblum, Goldenhersh,

Silverstein & Zafft.

6. In July 2011, Merle L. Silverstein’s status with Rosenblum, Goldenhersh,

Silverstein & Zafft, P.C. changed in that Merle L. Silverstein no longer was a

Shareholder in said law firm, but, instead, an employee of said law firm pursuant to an

Employment Agreement set forth below.

7. In July 2011, Merle L. Silverstein and Rosenblum, Goldenhersh,

Silverstein & Zafft, P.C. reached an agreement as to Merle L. Silverstein’s continued

employment with Rosenblum, Goldenhersh, Silverstein & Zafft, P.C., specifically: in

consideration for legal services provided to clients of Merle L. Silverstein and legal

services provided to clients Rosenblum, Goldenhersh, Silverstein & Zafft, P.C., Merle L.

Silverstein would receive 100% of all Trustee fees collected for his work as a Trustee,

and 50% of all other work performed by Merle L. Silverstein on or after July 1, 2011

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(“Agreement”). Exhibit A, attached hereto and made a part of this Petition for

Declaratory Judgment is the memorialization of the Agreement.

8. Pursuant to the Agreement, from and after July 1, 2011, up through the

date of Merle L. Silverstein’s death, both parties abided by the Agreement, and Merle L.

Silverstein was paid pursuant to said Agreement.

9. As of the date of Merle L. Silverstein’s death, there remains accounts

receivable of Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. for legal services

provided by Merle L. Silverstein to clients of Merle L. Silverstein and Rosenblum,

Goldenhersh, Silverstein & Zafft, P.C. from the period of July 1, 2011 to his death, for

which Merle L. Silverstein is entitled to 50% of the proceeds of each dollar collected by

Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. for said legal services, and 100% of

the proceeds of each dollar collected by Rosenblum, Goldenhersh, Silverstein & Zafft,

P.C. for Trustees fees due and owing to Merle L. Silverstein.

10. Notwithstanding the Agreement, Rosenblum, Goldenhersh, Silverstein &

Zafft, P.C. has arbitrarily, wrongfully, and in a mean-spirited fashion decided not to

honor the Agreement on the alleged basis that the Agreement does not survive the

death of Merle L. Silverstein (“Position”).

11. The Position of Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. has no

basis in fact or in law.

12. Pursuant to Chapter 527 of the Missouri Revised Statutes, this Court is

vested with the power to determine questions regarding the validity, construction and

interpretation of agreements, and is further vested with the power to declare the rights,

liabilities and obligations or other legal remedies among the parties to such agreements.

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13. A real, immediate, and justiciable controversy exists between the Estate of

Merle L. Silverstein and Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. with respect

to whether: (1) the Agreement remains viable and enforceable after the death of Merle

L. Silverstein; and (2) pursuant to the Agreement, Rosenblum, Goldenhersh, Silverstein

& Zafft, P.C. is required to pay the Estate of Merle L. Silverstein pursuant to the

Agreement.

14. Accordingly, because the Estate of Merle L. Silverstein has no adequate

remedy at law, in order to resolve the immediate controversy as set forth above, it is

necessary for this Court to declare that: (1) the Agreement survives the death of Merle

L. Silverstein; and (2) Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. is required to

pay the Estate of Merle L. Silverstein pursuant to the Agreement.

15. Further, any monies which come into the possession of Rosenblum,

Goldenhersh, Silverstein & Zafft, P.C. which is the result of legal work performed by

Merle L. Silverstein from July 1, 2011 through the date of his death, should be

distributed to the Estate of Merle L. Silverstein pursuant to the Agreement.

16. Mo.Rev.Stat. § 527.100 permits the trial court to make such award of

costs as may deem equitable and just.

17. Special circumstances exist such that the Estate of Merle L. Silverstein

should be awarded all reasonable attorney’s fees incurred herein.

WHEREFORE, the Estate of Merle L. Silverstein prays for Judgment against

Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. declaring as follows:

(1) The Agreement survives the death of Merle L. Silverstein;

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(2) Rosenblum, Goldenhersh, Silverstein & Zafft, P.C. are obligated to perform

pursuant to the Agreement;

(3) That any monies which become the property of Rosenblum, Goldenhersh,

Silverstein & Zafft, P.C. for any work performed by Merle L. Silverstein from

July 1, 2011 through the date of Merle L. Silverstein’s death be paid to the

Estate of Merle L. Silverstein pursuant to the Agreement;

(4) Special circumstances exist such that the Estate of Merle L. Silverstein be

awarded its costs including, but not limited to, attorney’s fees incurred herein;

and

(5) For such other and further relief as is this Court deems just and proper in the

circumstances.

CAPES, SOKOL, GOODMAN &SARACHAN, P.C.

By: /s/ Gary R. SarachanGary R. Sarachan, MBE 256837701 Forsyth Blvd., 12th FloorSt. Louis, Missouri 63105-1818(314) 505-5440(314) 505-5441 (fax)sarachan@capessokol.com

Attorneys for Plaintiff

CERTIFICATE OF SIGNED ORIGINAL

The undersigned hereby certifies that the attorney filing the foregoing documentsigned the original of the same. Said original will be maintained, as required by theMissouri Rules of Civil Procedure.

/s/ Gary R. Sarachan

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