Reply
 
LinkBack Thread Tools Display Modes
  #1   Report Post  
Old March 21st 05, 02:04 PM
Sam Sloan
 
Posts: n/a
Default Marinello Case: Affirmation of Michael J. Matsler

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF ORANGE
_____________________________________________X

SAM SLOAN,

AFFIRMATION IN

OPPOSITION AND IN

SUPPORT OF CROSS-
MOTION
TO DISMISS
Petitioner
Index
No. 2004-7739
-against-

BEATRIZ MARINELLO, TIM HANKE, STEPHEN
SHUTT, ELIZABETH SHAUGHNESSY, RANDY BAUER,
BILL GOICHBERG, KENNETH M. CHADWELL, AND
UNITED STATES CHESS FEDERATION,

Assigned Judge:

Lawrence I. Horowitz, JSC
Respondents.
_____________________________________________X

Michael J. Matsler, an attorney duly admitted to practice in
the courts of the State of New York, affirms under penalty of perjury:
l. I am a member of Rider, Weiner & Frankel, P.C.,
attorneys for the United States of America Chess Federation ("USCF")
and the other respondents. I am fully familiar with the facts to which
I attest in this affirmation, submitted in opposition to petitioner
Sloan's order to show cause requesting a preliminary injunction; and
in support of respondents' cross-motion to dismiss the petition.
2. The Court's Order is dated November 16, 2004. The
Court directed petitioner Sloan to make personal service of "this
Order to Show Cause, together with a copy of the papers upon which it
is granted ...on or before November 22, 2004" upon each of the
respondents.
3. Mr. Sloan failed to comply with the Court's order with
respect to service. None of the respondents, including USCF and its
Executive Director Bill Goichberg, have been served with a copy of
petitioner's affidavit, petition and memorandum of law. Mr. Sloan
simply mailed a copy of the Order alone to USCF on November 17, 2004
and, presumably, to the other respondents. (A copy of the only
document delivered to USCF in annexed as Ex."A"). The only attempt at
personal service was performed at 4:45 p.m. on November 23, 2004 by
delivering to Mr. Goichberg a day late. one copy of the Order without
including "a copy of the papers upon which it is granted" (See annexed
affidavit of William Goichberg). Accordingly, this Court lacks
personal jurisdiction over the respondents due to improper service.
See CPLR 308, 311, and 403.
4. None of the individual respondents other than Mr.
Goichberg, upon information and belief, work or reside in New York
State. This Court therefore lacks personal jurisdiction over them.
Petitioner has failed to allege any facts to support a claim that any
of them as breached any contract, committed any tortious act, or
conducts personal business in New York State sufficient to impose
long-arm jurisdiction under CPLR 302. For that matter, Mr. Sloan has
failed to allege any facts stating a claim for which relief can be
granted.
5. As set forth below, and in the annexed affidavits of
William Goichberg, Dr. Leroy Dubeck and Michael Reis, Mr. Sloan has
failed to demonstrate any entitlement to the dramatic remedy he seeks
and has failed to sustain his heavy burden of proof.
6. The United States of America Chess Federation is a
not-for-profit corporation duly organized and licensed under the laws
of the State of Illinois. USCF was chartered in Illinois on December
27, 1939 and has been in good standing since that time. (See the
annexed copy of USCF's certificate of incorporation, Ex. "B"; and
Report dated November 18, 2004 for the Illinois Secretary of State
corporations webpage, Ex. "C"). USCF's certification in Illinois is
"conclusive evidence .... that the corporation has been incorporated
under this Act." 805 ILSC 150 ? 102.15. The Court is respectfully
requested to take judicial notice of Illinios state law.
7. USCF?fs mission is set forth in its by-laws. (A copy
of the current by-laws, also available online at uschess.org, is
annexed as Ed. "D"). USCF is dedicated to promoting chess throughout
the United States and the rest of the world community. USCF provides
educational and promotional services to its members and affiliates,
assists in local, regional, national and international chess
tournaments, and provides player ratings services. There are currently
over 80,000 USCF members. Under the by-laws, the Executive Board
formulates policy, manages the affairs of the corporation, and is
generally responsible for administrative, personnel and finance. The
Executive Board is elected by vote of the Board of Delegates, who in
turn represent the members. Day to day operations are performed by the
Executive Director and other staff employees, and the Life Member
Assets Committee oversees USCF's real property and LMA funds. (See
Affidavit of Dr. Dubeck.).
8. USCF's principal office is in New Windsor, New York.
It is duly authorized as a foreign corporation to conduct business in
New York. (Annexed hereto as Ex. "E" is a copy of the New York State
Department of State's webpage confirming USCF's status).
9. On October 17, 2004 the Executive Board voted to
relocate USCF's headquarters to Crossville, Tennessee. (A copy of the
Executive Board Newsletter is annexed as Ex. "F").
10. Petitioner Sam Sloan is a USCF member. Mr. Sloan has a
history of filing frivolous lawsuits. (See Mr. Sloan's website at
www.samsloan.com).
11. As counsel for USCF, I have obtained a copy of Mr.
Sloan's petition and his affidavit by viewing the documents he has
posted on his website. Mr. Sloan in his petition claims that USCF has
violated New York State's Not-For-Profit Law by selling its real
property in New Windsor without the permission of the New York State
courts or Attorney General, and by deciding to relocate its principal
office to Crossville, Tennessee without having held any "public
hearing". He also alleges that USCF Executive Board president Beatriz
Marinello intends to dismiss the current USCF staff in New Windsor and
appoint herself Executive Director. Mr. Sloan feels that such alleged
conduct would be "illegal and a violation of Not-For-Profit
Corporation Law."
12. It is undisputed that USCF is an Illinois
not-for-profit corporation governed by the laws of the State of
Illinois. See 805 ILSC 105 ?101.70. It is also settled that
"questions relating to the internal affairs of corporations - for
profit or not-for-profit are generally decided in accordance with the
laws of the place of incorporation." United States of America v. Funds
Held in the Name or For the Benefit of Wetterer, 210 F.3d 96 (2d Cir.
2000); Zion v. Kurtz, 50 N.Y.2d 92 (1980). Under the laws of Illinois,
a not-for-profit corporation is empowered "to sell and convey,
mortgage, pledge, lease as lessor, and otherwise dispose of all or any
part of its property or assets." 805 ILCS 105 ? 103.l0(e). The laws
of Illinois, unlike New York, do not require court approval for the
sale of a not-for-profit's assets. An Illinois not-for-profit
corporation may own such real estate as it deems necessary, Eaton v.
Women's Home Missionary Society of M.E. Church, 264 Ill. 88, 105 N.E.
746 (1914); Hossack v. Ottawa Development Association, 244 Ill. 274,
91 N.E. 439 (1914); and only the State of Illinois has the power to
question whether the transaction was properly authorized. Hamsher v.
Hamsher, 132 Ill. 273, 23 N.E. 1123 (1890). The Illinois statute
"provides for almost unlimited powers in the transaction of business
including the power to buy, sell and mortgage real and personal
property...." City of Chicago v. Severini, 91 Ill. App. 3d 38, 44, 414
N.E.2d 67, 71 (1st` Dist. 1980).
13. Petitioner alleges that "[t]his is a special
proceeding brought to enforce the rights of a Not-For-Profit
Corporation under New York Not for Profit Law..... [t]his matter is
governed by Sections 510 and 511 of the New York Not-for-Profit Law".
(Petition 1 and 2). Petitioner is incorrect. As an Illinois
not-for-profit corporation authorized to conduct businessin New York,
the powers of our local courts over USCF are set forth in Article 13
of the New York State Not-For-Profit Corporation Law dealing with
foreign corporations. Sections 510 and 511 on which petitioner relies.
which require court approval of the sale of substantially all of the
assets of certain not-for-profits, are found in Article 5. Foreign
corporations are not subject to Article 5 other than with respect to
its requirements relating to the reporting of information. See Section
1319 (Liability for non-disclosure of required information).
14. Section 1307 of the Not-For-Profit Law provides that
"[a] foreign corporation may acquire and hold real property in this
state in furtherance of its corporate purposes and may convey the same
by deed or otherwise in the same manner as a domestic corporation."
Sections 1310, 1319 and 1320 set forth those specific provisions in
the Not-For-Profit Corporation Law, applicable to domestic entities,
which are also applicable to foreign corporations. Nowhere in Article
13 are foreign corporations made subject to Sections 510 and 511.
Accordingly, petitioner's reliance on Sections 510 and 511 is
misplaced. Court approval of any sale is not required.
15. In any event, the sale of USCF's premises in New
Windsor occurred on September 17, 2004. (See Affidavit of Michael
Reis). The building, a flat roofed structure on Route 9W, was in poor
condition and had only limited parking; and was far larger than
necessary given USCF's restructuring in 2003 and 2004. The sales price
was nonetheless favorable. The sales proceeds have been duly deposited
into USCF's LMA accounts and are prudently managed. To the extent Mr.
Sloan asks this Court to block the sale, his request has been rendered
moot. (See annexed affidavits of Dr. Dubeck and William Goichberg).
16. USCF is solvent. It is currently meeting all expenses
and liabilities without difficulty. It has no significant short term
or long term debt. Prior to 2004 USCF had been, for several years, in
difficult financial shape. In 2003, however, the Executive Board
undertook a program to identify and reduce unnecessary costs and
enhance revenues, which has proven successful USCF now outsources its
retail merchandise sales operations which has allowed USCF to reduce
overhead and payroll all while increasing profitability. USCF's Board
determined that the building on Route 9W in New Windsor had become too
large for its reduced staff; and the costs in New York State for
wages, payroll taxes, workers' compensation, insurance, and utilities
were far greater than in many other states. The decision was made by
the Board, therefore, to sell the building and negotiate for a more
financially favorable situation in another jurisdiction. (See
Affidavit of Dr. Dubeck).
17. One such location is Crossville, Tennessee. The city
of Crossville has donated a three-acre parcel of prime land and has
agreed to provide USCF with office space rent free for one year while
USCF's new building is constructed. USCF has procured a lender willing
to accept the value of the donated land as a down payment or equity
security. Wages, taxes, insurance and utilities are far lower in
Crossville than in New York. The annual savings will be significant.
18. Mr. Sloan?fs request for an order of attachment to
"freeze" the USCF?fs funds must be denied. None of the factors set
forth in CPLR Article 61 are present. An order of attachment is
available only in an action for a money judgment, a remedy Mr. Sloan
has not requested. Moreover, none of the criteria set forth in CPLR
6201 apply. USCF is not an unauthorized foreign corporation, and Mr.
Sloan has presented no evidence, let alone clear and convincing proof,
that USCF has sought to defraud creditors or thwart the enforcement of
any money judgment.
19. Mr. Sloan has failed to demonstrate he is entitled to
an injunction. He has presented no evidence support of his allegations
of self-dealing and has failed to demonstrate the existence or
irreparable harm or the likelihood of success on the merits.
Conclusory allegations and not a valid substitute for evidence of
facts in admissible form. See, e.g. Khan v. State University of New
York Health Science Center At Brooklyn 271 A.D.2d 656, 706 N.Y.S.2d
192 (2d Dept. 2000); O'Hara v. Corporate Audit Company, Inc., 161
A.D.2d 309, 555 N.Y.S.2d 82 (1st` Dept. 1990).
20. His request that the Court prohibit USCF from making
personnel decisions and consummate its relocation to Tennessee is
absurd. In New York as well as in Illinois the courts may not
interfere with the business judgment of the corporation's directors.
Kimeldorf v. First Union Real Estate Equity and Mortgage Instruments,
309 A.D.2d 151, 764 N.Y.S.2d 73 (lst` Dept. 2002). Mr. Sloan has
failed to present any evidence in support of his demand that this
Court declare that Ms. Marinello and her "allies" on the Board have
engaged in malfeasance, and this Court has no power to "remove" them
and "bar them from running for the USCF Executive Board in the
future".
21. USCF is a "transparent" organization. USCF posts its
audited financial statements on its website at www.uschess.org, as
well as minutes and resolutions, for all to see. Petitioner admits
that USCF is solvent and financially sound. (See Sloan Aff. 12).
22. Mr. Sloan has failed to present any credible,
admissible evidence that he is entitled to have this Court issue him
an injunction and an order of attachment, or grant any other relief.
Accordingly, his application must be dismissed.

Dated: November 29, 2004


___________________________

Michael J. Matsler


  #2   Report Post  
Old March 21st 05, 06:01 PM
Flintstone Kid
 
Posts: n/a
Default

Sloan got butt-slammed.


  #3   Report Post  
Old March 22nd 05, 12:54 AM
Ted the Cat
 
Posts: n/a
Default

It appears that you are an ass, Mr Sloan.

Don't you think that you owe an apology to the people you have misled over
the internet?


  #4   Report Post  
Old March 22nd 05, 05:08 AM
Ray Gordon
 
Posts: n/a
Default

4. None of the individual respondents other than Mr.
Goichberg, upon information and belief, work or reside in New York
State. This Court therefore lacks personal jurisdiction over them.
Petitioner has failed to allege any facts to support a claim that any
of them as breached any contract, committed any tortious act, or
conducts personal business in New York State sufficient to impose
long-arm jurisdiction under CPLR 302. For that matter, Mr. Sloan has
failed to allege any facts stating a claim for which relief can be
granted.


I would think that if they are USCF officers that they have some contacts
with NY state. Of course, I'm not an attorney so don't quote me on that.


10. Petitioner Sam Sloan is a USCF member. Mr. Sloan has a
history of filing frivolous lawsuits. (See Mr. Sloan's website at
www.samsloan.com).


Now this is interesting: has a COURT ever called his stuff frivolous?


15. In any event, the sale of USCF's premises in New
Windsor occurred on September 17, 2004. (See Affidavit of Michael
Reis). The building, a flat roofed structure on Route 9W, was in poor
condition and had only limited parking; and was far larger than
necessary given USCF's restructuring in 2003 and 2004. The sales price
was nonetheless favorable. The sales proceeds have been duly deposited
into USCF's LMA accounts and are prudently managed. To the extent Mr.
Sloan asks this Court to block the sale, his request has been rendered
moot. (See annexed affidavits of Dr. Dubeck and William Goichberg).
16. USCF is solvent. It is currently meeting all expenses
and liabilities without difficulty. It has no significant short term
or long term debt. Prior to 2004 USCF had been, for several years, in
difficult financial shape. In 2003, however, the Executive Board
undertook a program to identify and reduce unnecessary costs and
enhance revenues, which has proven successful USCF now outsources its
retail merchandise sales operations which has allowed USCF to reduce
overhead and payroll all while increasing profitability.


The nonprofit is more profitable now?

Looks like the issue is what NY requires of out-of-state nonprofits.


--
Ray Gordon, Author
http://www.cybersheet.com/easy.html
Seduction Made Easy. Get this book FREE when you buy participating
affiliated books!

http://www.cybersheet.com/library.html
The Seduction Library. Four free books to get you started on your quest to
get laid.

Don't buy anything from experts who won't debate on a free speech forum.


  #5   Report Post  
Old March 22nd 05, 04:19 PM
Sarcasm
 
Posts: n/a
Default

People like Sloan and Booz just can't tell the truth. One is a bum and
the other is a drunk. They deserve each other.



  #6   Report Post  
Old March 22nd 05, 07:42 PM
Mike Nolan
 
Posts: n/a
Default

"Ray Gordon" writes:

10. Petitioner Sam Sloan is a USCF member. Mr. Sloan has a
history of filing frivolous lawsuits. (See Mr. Sloan's website at
www.samsloan.com).


Now this is interesting: has a COURT ever called his stuff frivolous?


Yes, from SEC v Sloan 436 US 103 (1978)

On October 15, 1975, the court dismissed as frivolous all respondent's
claims, except his allegation that the "tacking" of 10-day summary
suspension orders for an indefinite period was an abuse of the agency's
authority and a deprivation of due process.
--
Mike Nolan
  #7   Report Post  
Old March 22nd 05, 08:43 PM
Ray Gordon
 
Posts: n/a
Default

Now this is interesting: has a COURT ever called his stuff frivolous?

Yes, from SEC v Sloan 436 US 103 (1978)

On October 15, 1975, the court dismissed as frivolous all respondent's
claims, except his allegation that the "tacking" of 10-day summary
suspension orders for an indefinite period was an abuse of the agency's
authority and a deprivation of due process.


Didn't Sloan WIN that case in the higher court?

Overturned rulings don't count.


--
Ray Gordon, Author
http://www.cybersheet.com/easy.html
Seduction Made Easy. Get this book FREE when you buy participating
affiliated books!

http://www.cybersheet.com/library.html
The Seduction Library. Four free books to get you started on your quest to
get laid.

Don't buy anything from experts who won't debate on a free speech forum.


  #8   Report Post  
Old March 22nd 05, 08:57 PM
Mike Nolan
 
Posts: n/a
Default

"Ray Gordon" writes:

Now this is interesting: has a COURT ever called his stuff frivolous?


Yes, from SEC v Sloan 436 US 103 (1978)

On October 15, 1975, the court dismissed as frivolous all respondent's
claims, except his allegation that the "tacking" of 10-day summary
suspension orders for an indefinite period was an abuse of the agency's
authority and a deprivation of due process.


Didn't Sloan WIN that case in the higher court?


Yes, but only on the basis of the one remaining non-frivolous claim, the
Supreme Court did not disagree with the dismissal of those other claims as
frivolous, therefore the courts are still on record as his having made
frivolous claims.

Sam may have won the case, but he's driving a cab, not working on Wall
Street. Dont you wonder why?
--
Mike Nolan
  #9   Report Post  
Old March 23rd 05, 01:38 AM
StanB
 
Posts: n/a
Default


"Mike Nolan" wrote in message
...

Sam may have won the case, but he's driving a cab, not working on Wall
Street. Dont you wonder why?


No.


  #10   Report Post  
Old March 23rd 05, 01:18 PM
Dostoyevsky
 
Posts: n/a
Default

"Mike Nolan" Sam may have won the case, but he's driving a cab, not
working on Wall Street.

And what are you doing? Sucking dick on Times Square for a quarter at the
Peep Shows? Or was that your old job before Giuliani took all that area
down?


Reply
Thread Tools
Display Modes

Posting Rules

Smilies are On
[IMG] code is Off
HTML code is Off
Trackbacks are On
Pingbacks are On
Refbacks are On


Similar Threads
Thread Thread Starter Forum Replies Last Post
Marinello Case: Affirmation of Michael J. Matsler Sam Sloan rec.games.chess.misc (Chess General) 10 March 23rd 05 10:09 PM
Marinello Case: Affidavit in Support of Order to Show Cause [email protected] rec.games.chess.computer (Computer Chess) 6 March 4th 05 04:53 AM
Marinello Case: Affidavit in Support of Order to Show Cause [email protected] rec.games.chess.misc (Chess General) 6 March 4th 05 04:53 AM
Marinello Case: Affidavit in Support of Order to Show Cause [email protected] rec.games.chess.politics (Chess Politics) 6 March 4th 05 04:53 AM
Marinello Case: Proposed Order to Show Cause [email protected] rec.games.chess.politics (Chess Politics) 0 March 3rd 05 10:51 PM


All times are GMT +1. The time now is 07:04 PM.

Powered by vBulletin® Copyright ©2000 - 2019, Jelsoft Enterprises Ltd.
Copyright 2004-2019 ChessBanter.
The comments are property of their posters.
 

About Us

"It's about Chess"

 

Copyright © 2017