United States District Court, S.D. New York
OPINION AND ORDER
KATHERINE POLK FAILLA, DISTRICT JUDGE 
10, 2014, Plaintiff Geo-Group Communications, Inc.
(“Plaintiff” or “Geo-Group”) obtained
an arbitration award against Jaina Systems Network, Inc.
(“Jaina”), and on April 3, 2015, Plaintiff
obtained a judgment in New York State Supreme Court, New York
County, confirming that award in the amount of $2, 712,
175.51. After Jaina failed to satisfy that judgment,
Plaintiff's principal, Govind Vanjani, engaged with
several agents and delegates of Jaina to discuss a
settlement. When those conversations stalled, Vanjani began
to follow the money; he now alleges that Defendants are the
recipients or beneficiaries of a series of fraudulent
several attempts to plead viable claims, Plaintiff filed its
Third Amended Complaint (“TAC”) on February 22,
2016, based largely on Vanjani's own analysis of
Jaina's bank statements, and alleged actual and
constructive fraudulent conveyance under the New York Debtor
and Creditor Law. Following a motion to dismiss,
Plaintiff's claims against Defendants Ravi Chopra
(“Chopra”), NYC Telecommunications Corp.
(“NYC Telecom” and, together with Chopra, the
“Chopra Defendants”), Mahendra Shah (“M.
Shah”), and Vipin Shah (“V. Shah” and,
together with M. Shah, the “Shah Defendants”)
proceeded to discovery. The record now before the Court
demonstrates that Plaintiff's claims against the Chopra
Defendants and M. Shah fail as a matter of law, but that
genuine disputes of material fact preclude summary judgment
in favor of V. Shah.
is a telecommunications company that was in the business of
buying minutes from carriers and reselling those minutes to
an array of customers. (Vanjani Cert. ¶ 6). Non-party
Jaina was a customer of Geo-Group. (Id. at ¶
Chopra is the President of NYC Telecom, a company that sells
phone cards and phone card subscriber identification modules
(or SIMs). (Chopra Decl. ¶¶ 1-3). NYC Telecom uses
the trade name STI Phone Card Warehouse. (Id. at
¶ 1). Chopra is also the sole shareholder of non-party
entity STI Consultants, which is the trade name for the
corporation New York Main Street Consulting, Inc., and of
which Jaina was a client. (Id. at ¶¶ 1,
4-5, 31). Mahendra Shah was a shareholder and the President
of Jaina. (M. Shah Aff. ¶ 1). Vipin Shah is Mahendra
Shah's brother; Vipin Shah's wife, Nayana Shah, was a
Jaina shareholder; and Vipin Shah and his wife often
transferred money to Jaina. (V. Shah Aff. ¶¶ 3-4).
parties do not dispute the fact of the arbitration between
Plaintiff and Jaina; that it commenced on May 30, 2013; that
Plaintiff prevailed in that proceeding on July 10, 2014; or
that the award was confirmed by the Supreme Court, New York
County, which issued judgment on April 3, 2015, in the amount
of $2, 712, 175.51. (Chopra 56.1 ¶¶ 8-10).
principal dispute among the parties remaining in this
litigation concerns whether certain transfers from
Jaina's accounts to various third parties were made to
satisfy antecedent loan debts. Only one of these alleged
loans was reduced to a writing; the loans were otherwise made
pursuant to verbal agreements from private lenders. In
consequence, the evidence of these loans rests entirely on
testimony and affidavits from Jaina representatives and the
third parties with which they transacted. Complicating
matters further, two of the key witnesses to these loans -
Jaina's CEO, Surajit Bose, and its accountant, Jagdish
Alwani - are unavailable; Bose is believed to be living
abroad and Alwani has passed away. Thus, while the parties
have submitted bank records, and while these records verify
the fact of the transactions, they do nothing to substantiate
any party's explanation of why the transactions occurred.
Accordingly, when reviewing the record before it, the Court
remains mindful of the admonition that trial courts should
not make credibility determinations to resolve a motion for
summary judgment. Soto v. Gaudett, 862 F.3d 148, 157 (2d Cir.
TAC, and thus the parties' submissions in connection with
the instant motion, centers on four groups of allegedly
fraudulent transfers; the Court reviews each in turn.
The Transfers to Robinson Brog
alleges that Jaina improperly transferred $1, 350, 000 to the
law firm Robinson Brog Leinwand Greene Genovese & Gluck,
P.C. (“Robinson Brog”), from February through
October 2014. (TAC ¶¶ 23-26). Bank statements and
wire transfer receipts reveal that from October 2013 through
September 2014, Jaina received a series of cash infusions
from the entities TD Time and Vision Impex. (Chopra 56.1
¶¶ 33-47; Siddiqi Decl., Ex. A-3-A-5 (wire transfer
receipts), Ex. B-1-B-8 (bank statements)). TD Time is owned
by Surjeet Singh and conducts business in real estate and
wholesale cell phones. (Chopra 56.1 ¶¶ 23-24).
Singh testified that Jaina's accountant, Jagdish Alwani,
approached him to ask for a short-term loan to help Jaina get
through a “financial crisis, ” and that Singh
loaned Jaina $250, 000 through a series of four transfers
spanning October to December 2013. (Singh Dep. 14:12-25,
30:2-31:21, 34:2-36:11; Siddiqi Decl., Ex. A-3-A-5). Singh
further testified that he expected to receive his money back
in 90 days, as was customary for short-term loans in his line
of business, but that he still had not been repaid at the
time he testified in September 2017. (Singh Dep.
Singh entered into a transaction to buy wholesale cell phones
from an individual named Dalip Kumar, who owned a company
called Vision Impex. (Singh Dep. 17:10-25). Kumar also knew
Alwani and wanted to assist Jaina; when Kumar billed Singh
for the cell phones, he requested that Singh pay the money he
owed for the phones to Jaina directly. (Id.). Singh
testified, and bank records confirm, that he made two
transfers to Jaina in January 2014 to satisfy his payment to
Vision Impex - one for $102, 500 and one for $211, 500.
(Id. at 32:4-25, 39:25-43:21; Siddiqi Decl., Ex.
testified at his deposition that he lent money (through
Vision Impex) to Jaina on other occasions. (Kumar Dep.
13:6-8, 14:22-16:10). Kumar recalled that Alwani approached
him and told him that Jaina was having financial troubles and
needed money. (Id. at 28:1-18). Kumar testified that
Jaina repaid those loans by sending money into an account
held by the law firm Robinson Brog, which he had retained as
counsel to Vision Impex. (Id. at 16:11-17:7). A.
Mitchell Greene, a shareholder at Robinson Brog, averred that
Robinson Brog had been retained by Vision Impex, and that the
transfers identified in Paragraphs 23 to 26 of the TAC had
been received in Robinson Brog's Interest on Lawyer
Account on behalf of Vision Impex. (Greene Aff. ¶¶
3-4). Bank statements reflect that in April, May, August, and
September 2014, Vision Impex transferred a total of $938, 450
to Jaina. (Siddiqi Decl., Ex. C-3). In total, by October 1,
2014, Jaina received $1, 252, 450 directly from Vision Impex
or from Singh on behalf of Vision Impex.
testified that he charged interest in the amount of 1.5% per
month on his loans to Jaina. (Kumar Dep. 41:4-12). From
February 26, 2014, to October 1, 2014, Jaina transferred $1,
350, 000 to Robinson Brog. (Siddiqi Decl., Ex. C-3). On
October 16, 2014, and on November 3, 2014, Vision Impex made
additional transfers to Jaina, totaling approximately $200,
000. (Id.). Kumar testified that these loans still
have not been repaid. (Id. at 15:6-18).
are in agreement that the payments to Robinson Brog represent
satisfactions of antecedent loans. At his deposition, Chopra
testified that he helped to broker these loans; that he
understood from either Bose or Alwani that Jaina had taken
loans from TD Time and Vision Impex; and that those loans
were repaid through payments to the law firm Robinson Brog.
(Chopra Dep. 153:25-155:18, 161:4-9). Chopra disclaims any
affiliation with Robinson Brog, and attorney Greene confirmed
that, to the best of his knowledge, neither Chopra nor NYC
Telecom had ever been clients of or indebted to Robinson
Brog. (Chopra Decl. ¶¶ 11-14; Greene Decl. ¶
5). M. Shah offers the same explanation for these
transactions. (M. Shah 56.1 ¶ b). Plaintiff admits
that Alwani solicited loans from TD Time, but disputes that
Vision Impex had any role in these loans; Plaintiff likewise
admits the fact of the wire transfers from TD Time and Vision
Impex, but disputes that they represent loans from these
entities. (Pl. Chopra 56.1 Opp. ¶¶ 31-51).
Plaintiff also disputes the role of Robinson Brog in the
alleged loan repayments. (Id.). In particular, the
TAC alleged that the payments to Robinson Brog were made at
Chopra's direction to satisfy a debt Chopra owed to that
firm. (TAC ¶¶ 24-26). There is nothing in the
record that supports this assertion.
The Transfers to the LLC Entities
only one of the putative loans to be reduced to writing was
the January 18, 2013 Commercial Loan Agreement
(“CLA”) between Sanjiv Chand on behalf of his
company, Kedis Enterprises LLC (“Kedis”), and M.
Shah on behalf of his company, Neminath, Inc.
(“Neminath”). (M. Shah 56.1, Ex. 215). The CLA
memorialized a $600, 000 loan from Kedis to Neminath with 15%
annual interest, and with a building Neminath owned in
Williston Park, New York, posted as collateral.
(Id.). The loan was personally guaranteed by M.
Shah, V. Shah, and their wives. (Id.). The mortgage
was recorded with the Nassau County clerk. (Id.). A
wire transfer receipt from Citizens Bank shows that on
January 22, 2013, Kedis transferred $600, 000 to Neminath.
(Siddiqi Decl., Ex. C-18).
stated in an affidavit that he understood that the money he
loaned to Neminath would be used for Jaina's benefit.
(Chand Aff. ¶ 6). Plaintiff fails to respond to
Chopra's allegation that the transfer from Kedis to
Neminath was a loan, and indeed admits that the money was to
be used by Jaina. (Pl. Chopra 56.1 Opp. ¶¶
80-81). The parties agree that $570, 000 ($600,
000, less closing costs) was transferred from Neminath to
Jaina between January 22, 2013, and February 6, 2013.
(Id. at ¶ 82). Chand states that he understood
that Jaina - and not Neminath - would repay this loan, and
that he assigned Kedis's right to collect on the loan to
the entities 728 Melville Petrol LLC (“Melville”)
and JMVD Hillside (“JMVD, ” and together with
Kedis and Melville, the “LLC Entities”). (Chand
Aff. ¶¶ 1-2, 9, 11). Chand asked Jaina to send the
loan repayments to the LLC Entities directly, and he avers
that the payments from Jaina to these entities that are
recounted in Paragraphs 37 to 44 of the TAC were made in
satisfaction of the debt incurred under the CLA.
(Id. at ¶¶ 12-13). Chand also states that
Kedis loaned $200, 000 directly to Jaina on December 16,
2013. (Id. at ¶ 14). A wire transfer receipt
confirms this. (Siddiqi Decl., Ex. C-18). Chand states that
the transfers recounted at Paragraphs 51 and 52 of the TAC
were made in satisfaction of this loan. (Chand Aff. ¶
alleges, and bank statements confirm, that: (i) in January
2014, Jaina made two transfers to Kedis, totaling $200, 000;
(ii) on August 13, 2014, Jaina transferred $200, 000 to JMVD;
and (iii) in October 2014, Jaina made a series of transfers
totaling $460, 000 to Melville. (TAC ¶¶ 37-44,
51-52; Siddiqi Decl., Ex. C-3). M. Shah states that these
payments were made to satisfy loan debts. (M. Shah 56.1
¶¶ e-g). Chopra supports this statement; he
testified at his deposition that he was approached by Alwani,
who was looking for financing for Neminath to use for the
benefit of Jaina. (Chopra Dep. 45:19-52:23). Chopra testified
that Jaina was chronically short on cash, and he was told
that Jaina needed money quickly. (Id.). Chopra
understood that because Neminath had a building to put up as
collateral, Alwani and Bose decided to seek funding using
Neminath that they could then transfer to Jaina.
(Id.). Chopra helped arrange the loan with Chand and
received a broker's fee. (Id. at 62:4-15,
disputes that the payments from Jaina to Kedis were made in
satisfaction of existing loan debts. (See, e.g., Pl.
Chopra 56.1 Opp. ¶ 83). Plaintiff points to
Neminath's 2014, 2015, and 2016 tax returns (submitted to
the Court in connection with earlier motion practice) that
show an outstanding $600, 000 loan receivable due and owing
from Jaina even after these transfers were made.
(Id.; see also Dkt. #180-3, 180-4, 180-5).
Jaina's 2014 and 2015 tax returns show liabilities in
excess of $600, 000, but do not itemize to whom those
liabilities are owed. (Vanjani Cert., Ex. L-M).
The Transfers to Chopra-Owned Entities
owned and controlled by Ravi Chopra also transferred money to
Jaina. In January 2013, STI Consultants issued checks worth
$29, 500 to Jaina, and in January 2014, STI Consultants wired
$100, 000 to Jaina. (Chopra Decl., Ex. A-C). Copies of
checks, wire transfer receipts, and Jaina's bank
statements confirm these transfers. (Id.; Siddiqi
Decl., Ex. C-3). In total, STI Consultants transferred $129,
500 to Jaina.
January, September, and October 2014, Jaina made a series of
transfers to STI Consultants. (See Siddiqi Decl.,
Ex. C-3). Chopra states in his Declaration and testified at
his deposition that Jaina only repaid $109, 000. (Chopra
Decl. ¶ 27; Chopra Dep. 293:3-15). The Court's
review of Jaina's bank statements reveals that Jaina
transferred more than $109, 000 (even accounting for alleged
transfers that the parties agree did not occur or were
subsequently reversed); at the very least, the bank
statements show that Jaina transferred no less than $109, 000
to STI Consultants in 2014. (See Siddiqi Decl., Ex.
company, Defendant NYC Telecom, also transferred money to
Jaina. In January 2013, NYC Telecom issued a check for $25,
000 to Jaina, and in November 2013, it issued checks worth
$145, 088 to Jaina. (Chopra Decl., Ex. F-H). In 2014, NYC
Telecom engaged in two transactions to sell merchandise to an
entity called Tricom International, LLC
(“Tricom”). (Id. at ¶¶ 36-37).
Invoices show that on September 24, 2014, NYC Telecom billed
Tricom $182, 500 for cell phones and SIM cards, and that on
October 2, 2014, NYC Telecom billed Tricom $148, 500 for SIM
cards and calling cards. (Id. at Ex. I-J). Chopra
states in his Declaration that he asked Tricom to wire its
payments for the merchandise directly to Jaina. (Id.
at ¶ 38).
Narang, Tricom's manager, states in his Declaration that
Chopra asked him to send his payments for the merchandise to
Jaina instead of to NYC Telecom; Narang understood that those
transfers would discharge Tricom's debt to NYC Telecom,
and that Jaina would thereafter be indebted to NYC Telecom,
not to Tricom. (Narang Decl. ¶ 9). Attached to the
Narang Declaration are two wire transfer receipts - one is
dated October 23, 2014, and shows a transfer of $182, 500
from Tricom to Jaina; the other is dated October 30, 2014,
and shows a transfer of $148, 500 from Tricom to Jaina.
(Id. at Ex. C-D). Jaina's bank statements
reflect it received these transfers from Tricom. (Siddiqi
Decl., Ex. C-3). In total, Jaina received $501, 088 directly
from NYC Telecom or from Tricom on behalf of NYC Telecom.
to Jaina's bank statements, Jaina transferred a total of
$406, 000 to NYC Telecom from October to December, 2014.
(Siddiqi Decl., Ex. C-3). Chopra testified at his deposition
that he caused NYC Telecom to give this money to Jaina as a
loan, and that Jaina still owed him about $100, 000 on that
loan. (Chopra Dep. 297:12-298:15). Plaintiff disputes that
these payments to STI Consultants and NYC Telecom were meant
to satisfy existing debts; in particular, Plaintiff notes the
absence of writings reflecting the alleged loans from
Chopra's companies to Jaina. (Pl. Chopra 56.1 Opp.
¶¶ 58-77). M. Shah states that these payments were
made to satisfy antecedent loan debts. (M. Shah 56.1
The Transfers to Defendant Vipin Shah
the record reflects that V. Shah, whose brother and wife were
Jaina shareholders, transferred large sums of money from his
and his wife's bank accounts to Jaina over the years. V.
Shah attaches to his Local Rule 56.1 Statement copies of
checks and transaction receipts showing transfers from his
accounts to Jaina, often in the tens or hundreds of thousands
of dollars. (See V. Shah 56.1, Ex. 301). V. Shah
also attaches documentation of a $249, 500 line of credit
that he and his wife took out on their home on August 28,
2012, through Capital One Bank, as well as Capital One Bank
account records showing that he drew down the full amount of
the credit line on September 5, 2012, and withdrew $260, 000
from his account the next day. (Id. at Ex. 302-303).
The appended documents also include receipts showing that the
$260, 000 was transferred to Jaina. (Id.). V. Shah
contends that he transferred nearly $2, 000, 000 to Jaina
from 2010 to 2014. (Id. at Ex. 301).
alleges that Jaina transferred $685, 603 to V. Shah between
June 2013 and December 2014. (Vanjani Cert. ¶¶
104-05). The Chopra Defendants' submissions do not
address these transfers, as there is no allegation that they
had any involvement in them. M. Shah, like V. Shah, contends
that the ...