An interesting development in the case filed against GM Law Firm, Chantel Grant, National Legal Staffing Support, Resolvly, Gregory Fishman, Julie Queler, Kevin Mason, JG Factor, Benjamin Zuckerman, and Berger Singerman.
It turns out Julie Queler is the majority shareholder of National Legal Staffing Support and Resolvly but is not getting answers from her co-defendants so she can deal with the suit.
Seems like things are not all good with the people doing business together.
Queler filed a court document that states:
1. Succinctly stated, Defendant Julie Queler is a majority shareholder of the Defendants’ National Legal Staffing Support LLC and Resolvly LLC (the “subject LLCs”) holding share to the tune of 52.5%.
2. Defendant Gregory Fishman (“Defendant Greg”) is the partner of the movant in the subject LLCs. Defendant Greg claims to be the manager of the LLCs with exclusion of all other shareholders and purportedly runs the day to day affairs of the subject LLCs. All the necessary documents including but not limited to the operating agreements, the incorporation documents, the board resolutions especially pertaining to litigation decisions and appointment of legal counsel, and minutes of the meetings etc. remain in sole access of Defendant Greg. The movant has no access to the records of the LLC one reason whereof the movant is not supposed to be named as personal defendant in presence of corporate veil.
3. In order to prepare a defense for this lawsuit, the movant contacted Defendant Greg (email dated October 25 2018 ((thread)) with the request to provide him the operating agreement of the LLCs, the board resolutions with respect to litigation matters and appointment of legal counsel along with documents connected therewith and ancillary thereto, but Defendant Greg not only flatly refused to provide the same, on the pretext that the movant has no say in decision making of the subject LLCs, but also asked the movant to stay away from the matter (email dated October 25 2018 ((thread)) knowing fully well that the movant has been named a personal defendant in the subject law suit. And whereas, being a majority shareholder of the subject LLCs, it is the duty of Defendant Greg to keep the movant abreast of all developments in the operations of the subject LLCs and decision making especially with respect to legal decisions on the pending and impending litigation.
4. It is pointed with great concern that Attorney Matt Sarelson has been appointed as the Defense Attorney of the subject LLCs without consultation and obtaining consent of the movant and any answer or motion filed in this respect by Attorney Matt Sarelson will not be a competently filed defense on behalf of the subject LLCs as it would be bereft of a positive nod by the movant. This is one of the reasons the movant is proceeding pro-se with the Court to get a hearing in order to explain the critical situation in the ill-intended and ill-mannered decision making of the subject LLCs depriving the movant access to Attorney of her choice and to disrupt her due process right guaranteed under the Fifth and Fourteenth Amendment to the constitution.
5. The fact that Attorney Matt Sarelson claims to be the Manger of the subject LLCs have made it all the more necessary not to allow him to be the judge of his own cause.
6. Attorney Matt Sarelson is fully aware that he is not competently appointed and authorized Attorney. For facility of ready reference, an email dated October 24, 2018, written by Attorney Matt Sarelson to the movant reproduced here under:
“I have received numerous emails from Julie directing me to take certain actions pursuant to her role as managing member of Backend Resolve. Putting aside that I have never represented the entity known as Backend Resolve, I am not aware that Julie is the managing member of Backend Resolve. So to clarify, my understanding based upon my review of the operating agreement for Backend Resolve is that Julie and Greg must agree on various “major management decisions” and that other, day to day matters, are handled by Greg. If this is wrong in some way, please both of you email to clarify the management issues.”
It is a sheer misconduct and malpractice that Attorney Matt Sarelson admits as Counsel with his appointment having no backing of law, authorization and legalization.
7. Email communication dated October 18, 2021 between Jeff Smith and Attorney Matt Sarelson show that Attorney Matt Sarelson is in the possession of the documents but he is adamant not to provide to the movant. The aforementioned email is reproduced here under for facility of ready reference for the Court:
“History with matt and Greg no documents as stated below in 2018 by Jeff Smith my attorney on another matter at the time reaching out to matt to stop his BS even then. I would have never hire him again and Greg and his attorneys know this and Scott Matt states I am a manger then, what changed matt?
I recommended to Julie that she personally request the documents because that is the amicable approach.
The amicable approach is not working in your case, although it is with other attorneys.
If you know of any case in Florida or Delaware that supports your position that Greg’s approval is needed to provide a copy of the documents to Julie, please provide the citation.
It is obvious that providing her the documents is not a “major” decision requiring approval of Greg Fishman.
If your position is that Greg Fishman is objecting, then you have a duty to inform Julie of that objection.
If such an objection has been made, Julie will promptly have a complaint filed against Greg Fishman.
If you know of any case in Florida or Delaware that supports your position that there is any attorney-client privilege issue regarding Julie or you at Julie’s request sending me a copy of the documents, please provide the citation.
For your convenience, you may want to consult the 7,000 page, 5- volume treatise entitled “Legal Malpractice” that I co-authored for 30 years.
If there is no objection by Greg Fishman and if the documents are not produced by tomorrow, please notify your legal malpractice carrier so you do not lose insurance coverage.
Julie will retain counsel in Miami to promptly file a civil action to, among other things, compel you to provide a copy of the documents.
8. Defendant Greg also handed over all the documents to Attorney Scott B. Lieberman who has in his possession all the documents of the movant. The Attorney also went on proceeding with the cases though he knew they were not competently filed. Attorney Scott represented the LLCs in California.
In email of February 8, 2021 Attorney Scott B. Lieberman, Counsel of the LLCs in California, wrote the following to the Complainant:
“No, my decision had nothing to do with what is in (or not in) the Operating Agreement. Please refer to my December 2 and December 11, 2018 emails, the relevant portions of which are set forth below. Consistent with my statements last Friday, you need to discuss these issues with a lawyer who you have engaged to advise you about the Operating Agreement. That is not me.
12/2/18 email: “Based on the conflicting things I’ve heard about the Operating Agreement, my firm will not be in a position to represent National and Resolvly in the pending Grijalva matter unless and until all managers of both entities sign our engagement letter indicating unanimous consent to engage my firm as counsel on behalf of the companies, [para] I would strongly encourage both of you come to a consensus as to this important matter very quickly, as there are pending deadlines in the lawsuit which must be addressed, as I’ve previously discussed with both of vou.”
12/11/18 email: “In terms of my statement that I had heard conflicting things about the Operating Agreement, I was referring to Julie’s comments to me that either (1) NLSS and Resolvly required unanimous written consent to engage counsel or (2) that the entire operating agreement may be invalid for lack of authentic signatures or lack of member consent to the amended version of the operating agreement. I have not rendered any opinion or decision on the validity or invalidity of the operating agreement; rather, my email simply sought unanimous consent from the two managers to hire my firm as counsel (and to waive conflicts of interest among themselves and Greg) in the Grijalva lawsuit. I’m glad that you were able to reach the consensus I was hoping that you would reach.”
The above leaves no room for doubt that Defendant Greg and his team of Attorneys know well that they are not competently appointed Attorneys.
9. The movant is being deprived of huge amount of money and property due to hiding of facts, documents, decision making processes and resolutions and other documents by Defendant Greg which needs to be stopped by this Honorable Court.
10.Without being provided access to all company documents including but not limited to the operating agreement, the board resolution about litigation matters especially appointment of Attorney Matt Sarelson as the Defense Attorney of the subject LLCs, and all the documents connected therewith and ancillary thereto, the movant cannot file an effective answer or any other pleading in this lawsuit with which she has been served by Court and supposed to answer. Hence the movant will be deprived the right of both substantive and procedural due process if she is compelled to file an answer to the present law suit with getting the documents prayed for.
11. It is in the interest of justice that this Honorable Court direct Defendants’ National Legal Staffing Support, Resolvly, JG Factor LLCs through the self proclaimed Manager, Defendant Greg, to provide the operating agreement, the board resolutions with respect to litigation matters especially appointment of Attorney Matt Sarelson and all documents incidental thereto and connected therewith immediately so that the movant may file its defense in Court with full documents in hand.
12.It is also in the interest of justice that time for filing an answer/defense to this law suit may graciously be extended ex debito justiciae.
For the reasons mentioned above, the movant request the Honorable Court to direct Defendants’ National Legal Staffing Support, Resolvly, JG Factor LLCs through the self-proclaimed Manager, Defendant Greg, to provide the operating agreement, the board resolutions with respect to litigation matters especially appointment of Attorney Matt Sarelson and all documents incidental thereto and connected therewith immediately so that the movant may file an answer to the lawsuit with full documents in hand.