SHORT FORM ORDER

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NASSAU

Present:HON. DANIEL PALMIERIActing Justice Supreme Court

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HERBIL HOLDING CO AND WILLIAM COHN,

TRIAL PART: 50

INDEX NO. :015251/06Petitioners,

-against-MOTION DATE: 10-13-

SUBMIT DATE: 11-SEQ. NUMBER - 001

GLADYS BLETTER, LAWRENCE WEINBERGER,SAUL WEINBERGER, MICHAEL WEINBERGER,MINDY TELOS, STANLEY KAPLAN, STATEBANK OF LONG ISLAND G. B. ENTERPRISES,LLC, SAAL CORP. and C.D. HOLDINGCYNTHIA BLETTER, CONSTANCE KLIEN ASEXECUTRIX OF THE ESTATE OF HERMANCOHN,

MOTION DATE: 11-14-

SUBMIT DATE: 11-20-SEQ. NUMBER - 002

Respondents-------------------------------------------------------------------- x

The following papers have been read on this motion:

Notice of Motion, undated ......................................................... 1

Order To Show Cause, dated 11- 06..................................Response to Order To Show Cause, dated 11-16-06................Memorandum of law in Support of Petition, dated 9-20-06....

Reply Affirmation, dated 10-27-06.......................................Verified Answer, dated 10- 06..................................................Affidavit of Raymond Wagner, dated 10- 06......................Reply to Counter Claim, dated 11- 06.................................Reply Affirmation, dated 11- 06....................................... 9

Verified Answer, dated 10-28-06................................................ 1 O.

This is a special proceeding pursuant to CPLR 5225 to require a judgment debtor

and persons in possession of money and propert in which the judgment debtor has an

interest to pay the money to the judgment creditor and deliver the propert to the sheriff.

The petition is granted to the extent indicated below. Cross-motion by the judgment

debtor, which was returnable November 20, 2006, for an order directing the release of the

garnishment served on the State Bank of Long Island is denied. The branch of the

cross-motion seeking an order directing the release of the garnishment served on Credit

Suisse is denied without prejudice to renewal upon a proper showing.

This case raises two novel issues: How does a judgment creditor execute upon the

judgment debtor s membership interest in a limited liabilty company? How does a

judgment debtor establish that his individual retirement account is exempt from

application to the satisfaction of a money judgment?

In April , 1993 , petitioner Wiliam Cohn and his brother Herman, who is now

deceased, began a joint venture with respondent Gladys Bletter, who is the judgment

debtor. The nature of the business was investing in tax liens which were purchased at

auctions conducted by Nassau County. Wiliam and Herman had formed a partnership,

petitioner Herbil Holding Co. , which was the legal entity under which the Cohen brothers

engaged in the business with Gladys. Gladys operated under the name of various

business entities , including respondents G. B. Enterprises, LLC. , C. D. Holding Co. , and

Saal Corp. Herman died in January, 1996 , and Wiliam, the surviving parner, began the

process of winding up the affairs of the partnership.

To understand the basis of the underlying lawsuit, some background concerning

the procedures for collection of delinquent taxes is in order. If a propert owner fails to

pay his real estate taxes in a timely fashion, the County conducts an auction of its tax lien

on notice to the propert owner and the general public. The lien is sold to the person

who bids the lowest interest rate. The successful bidder then pays the taxes to the County

and receives a tax lien certificate. If the propert owner does not pay the lien holder the

taxes plus interest, the lien holder has the right to foreclose on residential propert or

receive a tax deed, if the lien is on commercial, industrial, or vacant land(See Real

Propert Tax Law ~ 1100 et seq).

According to the terms of the joint venture agreement, Gladys was to purchase the

tax liens either in her name or the name of one of her companies. Herbil and Gladys

would share the cost of purchasing the liens and subsequent liens, which might accrue

against the propert in later years, on an equal basis. 1 When the liens were redeemed by

the propert owners , or the properties acquired by tax deed, profits would be realized and

were to be shared by Herbil and Gladys on an equal basis.

On June 23 , 1999 , Herbil Holding, Willam Cohen, and respondent Constance

Klein, who is Herman s executrix, commenced an action against Gladys for breach of

fiduciary duty(Index No. 16491/1999). The suit was originally commenced in Supreme

Court, Nassau County but was transferred to the Surrogate s Court since the

administration of a decedent's estate was affected by the action(CPLR ~ 325(e)).

Because of Gladys ' prolonged refusals to comply with discovery demands and court

orders, her answer was struck by the Surrogate who then conducted an inquest.

The Surrogate found that Gladys breached her fiduciary duty to Herbil in

numerous respects. The court found that Gladys overcharged Herbil with respect to its

share of the payments that were made to purchase various initial and subsequent tax liens.

The court further found that Gladys had failed to account to Herbil for its share of the

proceeds from tax liens which were discharged and properties which were acquired by tax

deed.

The court found that Gladys had engaged in various other breaches of fiduciary

duty, including failng to account for rental income on propert subject to a tax lien and

assisting a third-part to acquire a subsequent lien which extinguished Herbil' s interest.

The Surrogate found that Gladys breached her fiduciary duty to Herbil by failng to

preserve its rights against the Town of Oyster Bay to recover demolition costs on propert

subject to a tax lien. Finally, the Surrogate found that Gladys breached her fiduciary duty

by causing her daughter to fie an affidavit falsely stating that she had searched the real

estate records with regard to a particular propert and served all necessary parties. The

1 When a tax lien is purchased, the rights that are acquired by the purchaser may be

superceded if the propert owner again defaults on his obligation in the following year. For thefirst purchaser of the tax lien to maintain his preferred status , he must also purchase tax liens that

accrue in subsequent years. These later liens are referred to in the trade as "subsequents" or

subs.

fiing of the false affidavit resulted in Gladys ' tax deed being voided and the propert

being lost to a mortgagee whose interest would otherwise have been foreclosed.

Aside from the breach of fiduciary claims in favor of Herbil , the Surrogate also

found that Wiliam had certain meritorious claims in his own right. A propert known as

59 Point Road in Westhampton Beach was originally acquired by Gladys' husband alld

either Herbil or Herman individually. When Gladys ' husband died , she succeeded to his

interest, but a question arose as to whether the other half of the Point Road propert was

held by Herbil or Herman s estate. The parties stipulated in the Surrogate s Court that

Wiliam would be given a 20% interest in the propert, as of the date of his brother

death. Since the propert was valued, as of the date of Herman s death, at $250 000

Wiliams s interest was $50 000 as of January 27, 1996. Prior to Herman s death , the

propert had been damaged by a storm, and Gladys received $52 467 from the propert'

insurer. The Surrogate awarded Wiliam 20% of the insurance proceeds , or $10,493 , with

interest from April 30 , 1993. Pursuant to a decree issued on June 13, 2006 , the

Surrogate awarded Herbil $1 988 881 against Gladys through May 22 2006 and awarded

Wiliam $119, 187 through that date. 3 The clerk was directed to enter judgment in

accordance with the decree.

Petitioners commenced this proceeding to enforce the judgment on September 20

2006. The answers to previously served information subpoenas reveal that the judgment

debtor is entitled to certain funds and holds various propert interests. Gladys is a partner

in a partnership known as 1551 Realty. Herbil and respondents Saul Weinberger

Michael Weinberger, and Mindy Teolis are the other partners. Respondent Lawrence

Weinberger is an attorney and has appeared on his own behalf as well as on behalf of

Saul , Michael, and Mindy. Lawrence previously held $47 500 which was owed to Gladys

2 Because Gladys conceded that she did no repair the propert, the Surrogate found that

the value of the propert at the date of Herman s death would have been discounted by the

damage. Thus , the insurance proceeds were not reflected in the value of the property.

3 Herbil' s award carried interest at a per diem rate of $337.40 through the entry

judgment and Wiliam s award carried a per diem rate of$14.91.

as a partner in 1551 Realty. According to petitioners , Lawrence has turned these funds

over to the Nassau County Sheriff.

Gladys also holds a 25% interest in a limited liabilty company, 194 Old Country

Road Realty, LLC. Respondent Stanley Kaplan holds $16 625 , which is owed to Gladys

by virtue of her membership interest in the limited liability company. 194 Old Country

Road Realty also has a receivable of which Gladys ' share is expected to be $3 825.

Gladys is also the sole owner of another limited liabilty company, GKB

Enterprises, LLC. GKB Enterprises has an interest in a $20 000 escrow account held by

Wiliam, apparently arising from a real estate venture in which GKB Enterprises

participated with Herbil. In any event, GKB Enterprises also owns a one-half interest in

real propert known as 2754 Jerusalem Avenue, North Bellmore and the rents collected

on that propert. Additionally, GKB Enterprises holds a one-half interest in propert

located at 2854 Wilson Avenue in Bellmore.

Gladys is also a one-third residuary beneficiary under Herman s will. The

executrix presently holds $255 537 for Gladys ' benefit, and Gladys may in the future be

entitled to additional funds from the estate.

Finally, Gladys has an interest in two bank accounts held at respondent State Bank

of Long Island. The balances in the accounts are $91 363 and $60,642 respectively.

These accounts are held by Gladys in the name of GKB Tax Lien Services, Inc.

Petitioners request an order directing respondents to turn over to petitioners the

funds in their possession owed to Gladys. Petitioners also request an order directing the

sale of Gladys' interests in the 1551 Realty parnership and the 194 Old Country Road

4 Although Lawrence is also holding an additional $28,643 in his attorney s escrow

account, he has advised counsel for petitioners that these funds are not held on Gladys ' behalf.

Petitioners ' request that Lawrence turn over the funds in his attorney s escrow account has been

withdrawn

5 Since the estate holds a 50% interest in Herbil , one-half of every dollar which Herbil

collects as the judgment creditor wil go to the estate. Since Gladys is a one-third residuar

beneficiar, one-third of every dollar which the estate receives from Herbil wil be held for

Gladys ' benefit and thus subject to the levy.

Realty and GKB Enterprises limited liability companies.

In her answer, Gladys counterclaims for an order vacating a restraining notice or

levy served upon Credit Suisse on the ground that the account which she maintains with

that financial institution is an IRA account which is exempt from execution. Gladys also

counterclaims for an order vacating the restraining notice or levy served upon State Bank

of Long Island upon the ground that GKB Tax Lien Services is not a judgment debtor.

By order to show cause dated November 1 2006, Gladys cross-moved for the relief

requested in her counterclaims.

CPLR ~ 5225(a) provides that upon motion of the judgment creditor, the court

shall order that the judgment debtor pay money in her possession, or so much of it as is

sufficient to satisfy the judgment, to the judgment creditor. If the amount to be so paid is

insufficient to satisfy the judgment, the court shall order the judgment debtor to deliver

any other personal propert, or so much of it as is sufficient to satisfy the judgment, to a

designated sheriff.

CPLR ~ 5225(b) provides that upon a special proceeding commenced by the

judgment creditor, against a person in possession of money or other personal propert in

which the judgment debtor has an interest, the court shall require such person to pay the

money, or so much of it as is sufficient to satisfy the judgment, to the judgment creditor.

If the amount to be so paid is insufficient to satisfy the judgment, the court shall require

the person to deliver any other personal propert, or so much of it as is of sufficient value

to satisfy the judgment, to a designated sheriff. CPLR ~ 5225 (c) provides that the court

may order any person to execute and deliver any document necessary to effect payment or

delivery.

CPLR ~ 5233 provides that the interest of the judgment debtor in personal propert

obtained by the sheriff pursuant to execution shall be sold at public auction. After

deduction of fees, expenses, and taxes levied upon sale, the proceeds of the sale shall be

6 Petitioners request that the proceeds of the levies be applied to Herbil' s judgment first

and then, if there are any proceeds left over, that they be applied to Wiliam s judgment.

paid to the judgment creditor and any excess paid to the judgment debtor(CPLR ~ 5234). 7

1551 Realty

Section 54( I) of the Partnership Law provides that on application of a judgment

creditor of a partner, the court which entered the judgment, or any other court, may charge

the interest of the debtor partner with payment of the unsatisfied amount of such

judgment debt with interest thereon. 8 Upon such an application, the court may appoint a

receiver of the partner s share of the profits , and of any money due in respect of the

partnership, and make all other orders which the debtor partner might have made , or

which the circumstances of the case may require. Partnership Law ~ 54(2) provides that

the interest charged may be redeemed at any time before foreclosure, or in the case of a

sale being directed by the court, may be purchased without thereby causing a dissolution

by one or more of the partners.

Additionally, CPLR ~ 520 I (c) (3) provides that where propert consists of an

interest in a partnership, any partner other than the judgment debtor, on behalf of the

partnership, shall be the garnishee. Thus , an application for a charging order under

Partnership Law g 54 is not the exclusive remedy for enforcing a judgment against a

partner s interest, and a judgment creditor may also proceed by way of garnishment under

the CPLR(Princeton Bank Trust Co. v. Berley, 57 AD2d 348 , 355-56 (2d Dep t 1977)).

It does not appear that a partner in 1551 Realty was served. However, in view of

the appearance of Lawrence Weinberger in the action, the court concludes that the

partners of 1551 Realty received sufficient notice of this proceeding.

It is unclear from the papers submitted to the court whether the $47 500 which

Lawrence has turned over to the sheriff represents Gladys ' current share of the profits or

her share of the surplus of the partnership. Accordingly, the sheriff is directed to pay the

7 Similarly, CPLR ~ 5236 provides that the interest of the judgment debtor in real

property which has been levied upon by the sheriff shall be sold by the sheriff at public auction.

Parnership Law ~ 52 Provides that a partner s interest in the partnership is his share of

the profits and surplus and the same is personal property.

$47,500 which he is holding, corresponding to monies due Gladys from 1551 Realty, to

counsel for petitioners. In the event that Lawrence has not previously paid the $47 500 to

the sheriff, he is directed to pay the funds to counsel for petitioners. 1551 Realty is

directed to pay Gladys ' share of the surplus of the partnership to counsel for petitioners , if

it has not already done so. The court further directs pursuant to Partnership Law ~ 54 that

the sheriff of Nassau County conduct a sale by public auction of Gladys ' right to receive

the future profits from the partnership. Pending the sale of Gladys ' partnership interest

1551 Realty is directed to pay over to petitioner s counsel Gladys ' share of the future

profits of the partnership on a quarterly basis , or until the judgment is satisfied.

194 Old Country Road Realty. LLC

A " limited liability company" is an unincorporated organization of one or more

persons having limited liabilty for the contractual obligations and other liabilties of the

business , other than a partnership or trust(Limited Liabilty Company Law ~ 1 02 (m)).

Section 102(r) of the Limited Liabilty Company Law defines a "membership interest" in

a limited liabilty company as including "the member s right to a share of the profits and

losses of the limited liabilty company, the right to receive distributions from the limited

liabilty company, and the right to vote and participate in the management of the limited

liabilty company.

A noted commentator is of the view that a membership interest in a limited liabilty

company, at least for the purpose of transfers and liens, should be considered a "security"

within the meaning of the Uniform Commercial Code(Walker, New York Limited

Liabilty Companies and Partnerships, ~ 13:9). UCC ~ 8- 102(a)(15) defines a "security"

as an "obligation of an issuer or a share, paricipation, or other interest in an

issuer...which is represented by a security certificate." Thus, a membership interest in a

limited liability company may be analogized to a share of stock in a corporation for the

purpose of enforcement of a judgment, if the debtor holds a certificate representing her

membership interest.

Section 603(a) of the Limited Liabilty Company Act provides that

Except as provided in the operating agreement

(1) a membership interest is assignable in whole or in part;

(2) an assignment of a membership interest does not dissolve a limited liabiltycompany or entitle the assignee to participate in the management and affairsof the limited liabilty company or to become or to exercise any rights orpowers of a member;

(3) the only effect of an assignment of a membership interest is to entitlethe assignee to receive, to the extent assigned, the distributions and allocationsof profits and losses to which the assignor would be entitled; and

(4) a member ceases to be a member and to have the power to exercise anyrights or powers of a member upon assignment of all of his or her membershipinterest. Unless otherwise provided in the operating agreement, the pledge

, or the granting of a security interest, lien or other encumbrance in oragainst, any or all of the membership interest of a member shall not causethe member to cease to be a member or to cease to have the power to exerciseany rights or powers of a member.

Limited Liabilty Company Act ~ 603(a).

Upon the issuance of a writ of execution to the sheriff, a lien attaches to all of the

judgment debtor s personal propert, including the debtor s membership interest in a

limited liabilty company(CPLR ~ 5234(b)). Since, under Limited Liabilty Company

Act ~ 603(a), liens created by grant of the member do not result in his ceasing to be a

member of the LLC , liens which arise by virtue of the issuance of a writ of execution

should not result in the debtor s ceasing to be a member of the limited liability company.

9 CPLR ~ 5201 (c J provides that where property or debt is evidenced by a stock certificate

or a negotiable instrument or document of title , the instrument, document, or certificate shall betreated as property capable of delivery and the person holding it shall be the garnishee. Since astock certificate is propert capable of delivery, the sheriff levies upon the stock certificate bytaking it into his custody (CPLR ~ 5232(b

Furthermore, under Limited Liabilty Company Act ~ 603(a), a voluntary assignment of

the membership interest does not dissolve the LLC or entitle the assignee to participate in

the management and affairs of the company. Similarly, involuntary assignment through a

sheriffs sale should not result in the dissolution of the LLC or allow the execution

purchaser to participate in the affairs of the company. Thus, allowing execution upon

Gladys ' 25% interest in 194 Old Country Road wil not result in "disruption of the

business affairs" of other members of the limited liabilty company(Cj Princeton Bank &

Trust Co. supra, 57 AD2d at 356). Accordingly, Kaplan is directed to turn all 194 Old

Country Road funds now being held for Gladys ' benefit over to petitioners ' counsel and

to continue to pay such funds in the future until the judgment is satisfied. Furthermore

petitioners ' motion that the Sheriff be directed to sell Gladys ' 25% interest in 194 Old

Country Road Realty by public auction is granted.

GKB Enterpises. LLC

As noted, Gladys is the sole member of GKB Enterprises LLC. Limited Liabilty

Company Act g 603(b) provides that the operating agreement of the LLC may provide

that a member s interest may be evidenced by a certificate issued by the company.

Accordingly, Gladys is directed to deliver all certificates in her possession relating to her

membership interest in GKB Enterprises, LLC to the Sheriff of Nassau County within

days of service of a copy of this order. Gladys is further directed to deliver with the

certificates an assignment to the Sheriff of Nassau County of 100% of her interest in

GKB Enterprises , LLC , including her management and voting rights. 10 The Sheriff is

directed to sell Gladys ' membership interest in GKB Enterprises by public auction

whether or not that interest is represented by certificates. Gladys ' application for a

hearing to determine the fair market value of her membership interest in GKB Enterprises

is denied without prejudice to renewal after the sheriffs sale(See Yellow Creek Hunting

to As noted by Walker, voluntar or involuntary transfer of the member s interest couldlead to the "curious result" of leaving no one with the ability to exercise the voting andmanagement rights relating to the assigned interest, including the power to liquidate the assets ofthe limited liability company (New York Limited Liability Companies and Parnerships , ~ 7:7).

Club, Inc. v. Todd Supply, Inc. 145 AD2d 679 (3d Dep ' t 1988)).

Herman s estate

Herman s executrix, Constance Klein, is directed to pay the $255 537 being held

for Gladys ' benefit to counsel for petitioners. The executrix is further directed to pay all

estate funds subsequently coming into her possession and to which Gladys is entitled as a

residuary beneficiary to counsel for petitioners until the judgment is satisfied.

IRA account with Credit Suisse

CPLR ~ 5205(c)(1) provides that propert held in trust for a judgment debtor is

exempt from application to the satisfaction of a money judgment, if the trust has been

created by a person other than the judgment debtor. Paragraph 2 further provides that all

monies, assets , or interests established as part of a plan which is qualified as an individual

retirement account under ~ 408 or ~ 408A of the Internal Revenue Code, or created as a

result of a rollover from such a plan, shall be considered a trust which has been created by

a person other than the judgment debtor. 11 Under paragraph 2 , IRA accounts are

conclusively presumed to be "spendthrift trusts " which are ordinarily beyond the reach of

judgment creditors(Pauk v.Pauk 232 AD2d 392 (2d Dep ' t 1996)). Thus , except in

certain circumstances to be discussed below, qualified IRA accounts are exempt from

enforcement of money judgments in order to protect individuals who establish such

accounts for their retirement(Jd).

26 USC ~ 408 establishes the requirements for a trust to qualify as an individual

retirement account. Under this section, the written governing instrument creating the trust

must provide that 1) all contributions except rollovers wil be in cash and cannot exceed

the maximum limit in effect for the taxable year, 2) the trustee is a bank, 3) the trust funds

may not be invested in life insurance contracts , 4) the individual' s interest is

nonforfeitable, 5) the assets of the trust may not be commingled with other propert

except in a common investment fund, and 6) the trust wil comply with IRS regulations

11 A "rollover" is a tax-free distribution from a qualified retirement plan which must thenbe contributed to another qualified plan within a 60-day time period (See 26 C. R. ~ 1402(c)-2).

providing for required distributions from the trust, including distribution of the entire

interest upon the death of the individual for whose benefit the trust is maintained. 26

USC ~ 408A provides for the tax treatment of an IRA which has been designated as a

qualified "Roth IRA. ,,12 Although the tax treatment of a Roth IRA differs from that of a

conventional IRA, the formal requirements for establishing the two types of plans are

essentially identical. Thus, the account which Gladys maintains with Credit Suisse wil

not be exempt from application to the satisfaction of a money judgment as an IRA unless

it meets all the requirements of 26 USC ~ 408.

Under CPLR ~ 5205(c)(5), additions, that is deposits, to an asset which is

otherwise qualified as an exempt trust shall not be exempt from application to the

satisfaction of a money judgment if I) the addition was made less than 90 days before the

interposition of the claim on which the judgment was entered, or 2) the addition is

deemed to be a fraudulent conveyance under article 10 of the Debtor and Creditor Law.

Thus, even if the Credit Suisse account qualifies as an IRA, since the underlying action

was commenced on June 23 , 1999 , deposits to the account which were made after March

, 1999 wil not be exempt from application to the satisfaction of plaintiffs ' money

judgment, or at an earlier time if made in violation ofthe Debtor and Creditor Law (See

Debtor and Creditor Law ~ 273; Debtor and Creditor Law ~276).

Accordingly, Gladys ' cross-motion seeking an order directing the release of the

garnishment served on Credit Suisse is denied without prejudice to renewal upon a

showing that the account is a qualified individual retirement account, all deposits were

made by March 25 , 1999, and any made prior thereto were not fraudulent under the

Debtor and Creditor Law.

State Bank of Long Island bank accounts

Gladys cross-moves to vacate the garnishment served on the State Bank of Long

Island on the ground that the account is in the name of GKB Tax Lien Services , Inc.

12 The distinguishing tax characteristic of a "Roth IRA" is that contributions to it are notdeductible from gross income and are taxable in the year when made, but qualified withdrawalsare not included in gross income (26 USC ~ 408A(c)(1). Thus, taxwise a Roth IRA is theopposite of a traditional IRA (Kitt v. United States, 288 F.3d 1355 (Fed.Cir 2002)).

which is not a judgment debtor. However, in view of the findings made by the

Surrogate s Court in the underlying action, the court wil disregard the corporate entity

and consider the funds in the accounts as belonging to Gladys. The court also notes that

at a pre-trial conference before the Surrogate, Gladys stipulated that she was individually

responsible and liable for the actions of the entities under which she did business.

Accordingly, Gladys ' cross-motion for an order directing the release of the garnishment

served on the State Bank of Long Island is denied. The State Bank of Long Island is

directed to pay the proceeds of the subject accounts to counsel for petitioners.

Judgment to be entered

In summary, a judgment is to be entered in conformity with this order as follows:

The Sheriff of Nassau County is directed to pay the $47 500 which he is holding,

corresponding to monies due Gladys from 1551 Realty, to counsel for petitioners. In the

event that Lawrence has not previously paid the $47 500 to the sheriff, the judgment shall

provide that Lawrence is directed to pay the funds to counsel for petitioners.

The Sheriff of Nassau County is further directed to conduct a sale by public

auction of Gladys ' right to receive the future profits from the partnership. Pending the

sale of Gladys ' partnership interest , 1551 Realty is directed to pay over to petitioner

counsel Gladys ' share of the future profits of the partnership on a quarterly basis , or until

the judgment is satisfied.

Stanley Kaplan is directed to turn all 194 Old Country Road funds now being held

for Gladys ' benefit over to petitioners ' counsel and to continue to pay such funds in the

future until the judgment is satisfied. Furthermore , the Sheriff of Nassau County is

directed to sell Gladys ' 25% interest in 194 Old Country Road Realty, LLC by public

auction, whether or not represented by certificates.

Gladys Bletter is directed to deliver all certificates in her possession relating to her

membership interest in GKB Enterprises , LLC to the Sheriff of Nassau County within

days of service of a copy of this order. Gladys is further directed to deliver with the

certificates an assignment to the Sheriff of Nassau County of 100% of her interest in

GKB Enterprises , LLC , including her management and voting rights. The Sheriff is

directed to sell Gladys ' membership interest in GKB Enterprises by public auction

whether or not represented by certificates.

Constance Klein, Herman s executrix, is directed to pay the $255 537 being held

by the estate for Gladys ' benefit to counsel for petitioners. The executrix is further

directed to pay all estate funds subsequently coming into her possession and to which

Gladys is entitled as a residuary beneficiary to counsel for petitioners until the judgment

is satisfied.

Settle judgment on notice.

This shall constitute the Decision and Order of this court.

ENTER

DATED: December 22, 2006

TO: Gilbride Tusa Last & Spellane, LLCBy: James P. Donohue, Jr.Attorneys for Petitioners708 Third AvenueNew York, NY 10017

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Shaw, Licitra, Gulotta,Esernio & Schwarts, P.Attorneys for Defendant Gladys Bletter1475 Franklin AvenueGarden City, NY 11530

Saul Weinbergerc/o Lawrence Weinberger99 Mineola AvenueRoslyn Heights, NY 11577

Michael Weinbergerc/o Lawrence Weinberger99 Mineola AvenueRoslyn Heights, NY 11577

Mindy Telosc/o Lawrence Weinberger99 Mineola AvenueRoslyn Heights, NY 11577

Stanley Kaplan, Esq.120 Bethpage Road, Ste. 301Hicksvile, NY 11601

Lamb & Barnosky, LLPBy:; Lindsey T. Crocker, Esq.Attorney for State Bbank of Long Island534 Broadhollow Road Ste. 210

O. Box 9034Melvile, NY 11747

GKB Enterprises, LLCc/o Gladys Bletter25A Chadwick StreetGlen Cove, NY 11542

CD Holdingc/o Gladys Bletter25A Chadwick StreetGlen Cove, NY 11542

Cynthia Bletter5 Germain StreetGlen Cove, NY 11542

Constance Klein

2442 Merrick RoadBellmore, NY 11710

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