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SUPREME CO URT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK XGABRIEL STULM AN, : Index No. 602365109..................................................................

Plaintiff,- against - : COMPLAINT

JOHN DORY LLC, JOSEPH CAMPANARO,personally, and R OB ERT M. PRICE, Jr., personally, :

Plaintiff Gabriel Stulman (Stulman or Plaintiff ) by his attorneysMenaker & Herrmann LLP, for his Complaint against defendants John Dory LLC (JohnDory), Joseph Campanaro (Campanaro), and Robert M. Price, Jr. (Price)(collectively Defendants), alleges as follows:

1. Stulman is a natural person residing at 96 Grove St., Apt. #7, NewYork, New York 10014 and a member of John Dory, a New York limited liabilitycompany, duly organized and existing under the laws of the State of New York, with aprincipal place of business at 90 Bedford St., New York, NY, 10014, and operating arestaurant called Market Table located at 54 Carmine Street, New York, NY 100 14.

2. On ififormation and belief, defendant Campanaro is a natural personwith a place of business at 90 Bedford St., New York, NY 10014, and a m ember of JohnDory.

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3 . On information and belief, defendant Price is a natural person with aplace of business at 90 Bedford St., New York, NY 10014, and at 54 Carmine Street,New York, NY 10014, and is a member of John Dory.

4. In or about February 2007, Plaintiff, Campanaro, and Price, together,formed John Dory with the intention to develop and run restaurants in New York City.

5. Plaintiff held a 20% equity and distribution interest (theMembership Interest) in John Dory.

6 . On or about March 31, 2008, Plaintiff resigned as a managingmem ber and officer of John Dory, but retained his Membership Interest.

7. By letter dated May 1, 2009, Plaintiff was advised by John Doryscounsel that a merger had been effected by a merger between John Dory and John DoryMerger LLC (John Dory Merger) (Merger) and that the merger terminated hisMem bership Interest in John Dory.

8. The May 1, 2009 letter was accompanied by a document headedJohn Dory, LLC Consent of Members Holding a Majority In Interest in John Dory andan Agreement of Merger for John Dory and John Dory Merger, which revealed that thesurviving company in the Merger was John Dory Merger.

9. Plaintiff had no knowledge of a merger or a proposed mergerbetween John Dory and John Dory Merger prior to his receipt of the May 1, 20 09 letter.

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10. Plaintiff was never given any notice or an opportunity to object to,dissent from, or otherwise oppose the Merger and only learned of the merger after thefact.

11. The Merger, despite its intent, was ineffective in removing Plaintiffas a member of John Dory.

12 . The May 1, 2009 letter contained an offer from Defendants in thesum of $102,299.70 as the fair market value of Plaintiffs Membership Interest in JohnDory.

13. This sum does not represent the fair value of Pla int iffs MembershipInterest in John D ory.

14 . On or about May 7, 2009, Plaintiff informed Defendants of hisdemand that he receive the fair value for his Membership Interest in John Dory.

15. Article 10 of the N.Y. Limited Liability Company Law entitlesPlaintiff to the fair value of his Membership Interest in John Dory

16. The proper fair value of plaintiffs Membership Interest in JohnDory is an amount yet to be determined, but in excess of $300,000.

17. On or about March 10, 2009 Stulman received a K-1 from JohnDory indicating his share of the profits of John Dory in 2008 to be $62,000.

18. Plaintiff has received no distributions of profits from John Dorysince the inception of the company despite the fact that John Dory has made distributions.

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19. On or about June 2009, Plaintiff, after making a demand, was givenan opportunity to inspect the books and records of John Dory .

20. On information and belief, in the first quarter of 2009 John Doryearned profits of at least $150,000, Plaintiffs share of which is at least $30,000, inkeeping with his 20% Mem bership Interest.

21. On information and belief, John Dory thereafter continued to makeprofits at a comparable rate and therefore currently has earned additional profits ofapproximately $225,000, Plaintiffs share of which is believed to be approximately$45,000.

22. To date, Stulman has received no distributions or payments fromJohn Dory for his Membership Interest, or the fair value of the Membership Interest.

23 . No previous application for the relief herein sought has been made.AS AND FO R A FIRST CAUSE OF ACTION(for Breach of Contract)

24. Plaintiff repeats each and every allegation contained in the foregoingparagraphs of this Com plaint as if fully set forth herein.

25. Defendants breached $ 5 7.1.1 and 7.3.1 of the operating agreementby failing to allocate and distribute funds to Plaintiff, and further breached 5 14 of theoperating agreement by fa iling to serve proper notice upon Plaintiff.

26. By reason of the foregoing, Plaintiff is entitled to recover damagesagainst Defendants in the amount of at least $437,000.00 for the value of Plaintiffs

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Membership Interest in John Dory and unpaid disbursements, together with interest,attorneys fees, and the costs and disbursements of this action.

AS AND FOR A SECOND CAUSE OF ACTION(Conversion)27. Plaintiff repeats each and every allegation contained in the foregoing

paragraphs of this Com plaint as if fully set forth herein .28. Defendants have taken Pl ain tiffs Mem bership Interest in John Dory

without notice or opportunity to object, dissent, or otherwise oppose the taking.29. Defendants have failed to offer Stulman the fair value of his

Membership Interest in John Dory in violation of Article 10 of the N.Y. Limited LiabilityCompany Law.

30. Defendants have further taken Plaintiffs distributions allocated tohis Membership Interest.

31. By reason of the foregoing, Plaintiff is entitled to recover damagesagainst defendants in the amount of at least $437,000.00 for the value of Plaintiffsinterest in John Dory and unpaid distributions, together with interest, attorneys fees, andthe costs and disbursements of this action .

AS AND FOR A THIRD CAUSE OF ACTION(Seeking a Declaratory Judgm ent)32. Plaintiff repeats each and every allegation contained in the foregoing

paragraphs of this Complaint as if fully set forth herein.

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33. Defendants failed to properly comply with the requirements ofArticle 10 of the N.Y. Limited Liability Company Law in performing their merger andousting Plaintiff from John Dory.

34.35.

As a result, Stulman is still a member in good standing of John Dory.By reason of the foregoing, Plaintiff is entitled to an order and

judgment declaring him to be a member in good standing of John Dory, together withinterest, attorneys fees, and the costs and disbursements of this action .

AS AND FOR A FOURTH CAUSE OF ACTION(Setting Aside or R escinding the Merger)36. Plaintiff repeats each and every allegation conta ined in the foregoing

paragraphs of this Complaint as if fully set forth herein.37. Defendan ts failed to properly comply with the requirements of

Article 10 of the N.Y. Limited Liability Company Law in performing their merger andousting Stulman from John Dory.

38. As a result, Stulman requests the Court set aside or rescind themerger pursuant to NY LLC Law $ 1002(g).

39. By reason of the foregoing, Plaintiff is entitled to a declarativejudgment from this Court stating that Stulman is a member in good standing of JohnDory, together with interest, attorneys fees, and the costs and disbursements of thisaction.

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AS AND FOR A FIFTH CAUSE OF ACTION(For an Order to Determine the Value)

40. Plaintiff repeats each and every allegation contained in the foregoingparagraphs o f this Complaint as if fully set forth herein.

41 . Defendants failed to properly comply with the requirements ofArticle 10 of the N.Y. Limited Liability Company Law in offering Plaintiff the fair valueof his interest in John D ory and all distributions allocated to his M embership Interest.

42. By reason of the foregoing, Plaintiff demands an order to be enteredherein determining the rights of Plaintiff to receive payment for his Membership Interestin John Dory and fixing the fair value of the Membership Interest as of the close ofbusiness on the day prior to the time the alleged Merger occurred, which is May1 2009,to be paid by Defendants to Plaintiff, with interest thereon from May 1, 2009, and furtherordering Defendants to pay P laintiff the unpaid d istributions alloca ted to his MembershipInterests.

WHEREFORE, Plaintiff demands judgment against Defendants awarding(i) for his first and second causes of action damages in the amount of at least$437,000.00, together with interest, attorneys fees, and the costs and disbursements ofthis action; (ii) in the alternative, for his third cause of action an order and declaratoryjudgment from this Court stating that Stulman is a member in good standing of JohnDory; (iii) in the a lternative, for his fifth cause of action an order to determine the rights

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of Plaintiff regarding his Membership Interest and distributions, and (iv) such other andfurther relief as the Court may deem just and proper.

Dated: New York, New Y orkNovember 6,2 00 9

Respectfully submitted,MENAKER & HERRMANN LLP

Samuel F. AbernethyAttorneys for Plaintiff 9110 East 40th StreetNew York, N Y 10016(212) 545-1900

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