United States District Court, E.D. New York
DIGITAL CAMERA INTERNATIONAL, LTD, A NEW JERSEY CORPORATION Plaintiff,
BARRY ANTEBI and MARLENE ANTEBI, Defendants.
DECISION AND ORDER
Sterling Johnson, Jr. Judge.
Digital Camera International ("DCI") sued Defendant
Barry Antebi ("Mr. Antebi") for breach of fiduciary
duty, conversion, fraud, constructive trust, unjust
enrichment, and accounting. DCI also sued Mrs. Marlene Antebi
for conversion. Mr. Antebi counter-sued for minority
shareholder oppression. Based on the evidence at trial, the
findings of fact, the post-trial briefings, and for the
reasons listed below, both parties failed to establish any of
Eddi, Mr. Antebi, and others started DCI, a New Jersey
corporation, which sold cameras and other electronics
primarily to retailers. Mr. Eddi owns 23.34%, Danny Bergman
owns 33.3%, David Raanan owns 10%, and Mr. Antebi, who was in
charge of day-to-day operations, owns 33%. (Trial Transcript
("Tr.") at 25). The business was in operation from
late-2007 until 2011. For reasons still unclear, Mr. Antebi
and Mr. Eddi had a falling out which led to Mr. Antebi's
removal as an officer. DCI claims Mr. Antebi was forced out
for bilking DCI. Mr. Antebi claims he was forced out through
FINDINGS OF FACT
Eddi was responsible for overseeing DCI. (Tr. at 26).
Eddi and Mr. Bergman also operated another all-too-related
company, Digital Data Devices ("DDD"). (f r. at
would loan DCI money. (Tr. at 259). DCI's credit cards
were under DDD's account. (Tr. at 329).
Robert Moses' acted as comptroller for both DCI and DDD.
(Tr. at 123).
Shortly after DCI was created, Mr. Moses developed a
due-to/due-from account system to keep track of personal
purchases made by shareholders using company charge cards and
accounts. (Tr. at 200-01).
Beginning in 2007 and continuing until his termination, Mr.
Antebi used corporate charge cards and accounts to make
personal purchases with the full knowledge of Mr. Moses and
Mr. Eddi. (Tr. at 30, 201).
Other shareholders also used corporate accounts to make
shareholder (and the comptroller) understood that personal
purchases would be charged to each shareholder's
respective due-to/due-from accounts to be repaid out of that
shareholder's share of corporate profits.
facilitate such repayment and. proper accounting,
shareholders were to identify personal purchases and
corporate expenses on the credit card bills.
Despite those identifications, DCI was never reimbursed. As
of trial, shareholders had still not repaid DCI from profits
or otherwise. (Tr. at 194).
Antebi mislabeled some charges as corporate that should have
been labeled as personal.
neither Mr. Eddi nor Mr. Moses could say with certainty which
charges were mislabeled, let alone purposely
mislabeled by Mr. Antebi.
Moses, at Mr. Eddi's direction, changed a number of
charges that Mr. Antebi marked as corporate expenses to
Moses had no personal knowledge of any of Mr. Antebi's
charges and depended wholly on Mr. Eddi's
characterizations. (Tr. at 164)
Mr. Eddi could not guarantee that his characterizations of
the charges were correct. (Tr. at 40-41)
Antebi admits that he owes DCI for his personal purchases. He
even admitted that he misidentified some personal charges as
corporate and some corporate charges as personal. (Tr. at
277-83; Defendant's Ex. EE).
However, Mr. Antebi could not prove which charges he
mistakenly labeled as personal other than to conclusorily say
as much. (Defendant's Ex. EE).
Antebi purchased Yankees ticket packages using DCI funds. The
tickets were eventually billed to his due-to/due-from account
as personal purchases.
Antebi sold his tickets for games that he could not attend,
keeping the proceeds of each sale. (Tr. at 296).
Despite listing the tickets as personal purchases, Mr. Eddi,
Mr. Moses, and their tax accountant agreed to list the
tickets as corporate expenses on tax returns so DCI could
also use it as a tax deduction. (Tr. at 202).
Separately, Mr. Antebi developed an idea to sell electronics
in Brazil via the internet under the umbrella of a new
did no business in Brazil and had no customers ...