Eddi v. Antebi

Background

Ely Eddi brought claims against Elliot Antebi, Rachel Antebi, and Ellemark Management, LLC, arising from the parties’ business dealings. The second amended complaint asserted breach of fiduciary duty claims against Elliot Antebi and Ellemark; breach of contract and, alternatively, promissory estoppel claims against Elliot and Rachel Antebi; misappropriation claims against Elliot Antebi and Ellemark; and unjust enrichment claims against all defendants.

The defendants moved to dismiss the second amended complaint. Among other arguments, they contended that venue was improper in the Southern District of New York and that the case should instead be in the Eastern District of New York. They argued that the individual defendants resided in the Eastern District, that Ellemark was defunct, and that Ellemark had not maintained a real presence in the Southern District beyond a mailing address.

Venue Analysis

Eddi relied on an earlier order that had accepted, for purposes of evaluating the proposed amendment, his allegation that Ellemark’s principal place of business was in the Southern District. The court clarified that the earlier order had not finally decided venue; it had accepted the allegation as true only when considering whether amendment would be futile.

On a motion challenging venue, the court may consider materials outside the complaint. The defendants’ affidavit contradicted the complaint’s allegation about Ellemark’s principal place of business. The court therefore stated that, unless Eddi provided specific supporting information, it was unlikely to conclude that Ellemark’s principal place of business was in the Southern District.

Eddi also argued that venue was proper because Ellemark managed properties in Manhattan and had a mailing address there. The court treated this as an argument under 28 U.S.C. § 1391(b)(2), which permits venue where a substantial part of the events or omissions giving rise to the claims occurred, or where a substantial part of the property involved in the action is located. The court had previously stated that the property-based theory did not establish venue because the property in the district would have to be the subject of Eddi’s claims. But the court explained that venue could still be proper if a substantial part of the relevant events occurred in the district.

The defendants asserted that Ellemark’s business activities occurred almost exclusively from Brooklyn and that it did not conduct substantial operations from Manhattan. The court found that this assertion suggested the relevant events might not have occurred in the Southern District, but did not clearly address whether a substantial portion of the events underlying Eddi’s claims against Ellemark took place there.

Order

The court did not rule on the motion to dismiss and did not transfer the case at this stage. It ordered Eddi, by September 8, 2025, to file a docket letter doing one of three things: explain specifically whether he contended that a substantial portion of the events underlying his claims against Ellemark occurred in the Southern District; seek discovery concerning jurisdiction and venue; or state that he consented to transfer to the Eastern District of New York. The court stated that it would determine what further filings, if any, were required after receiving Eddi’s response. Judge Robyn F. Tarnofsky signed the order.