The following e-filed documents, listed by NYSCEF document number (Motion 002) 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 64, 67, 68, 69, 70, 71, 72, 73, 74, 75, 76, 77, 78, 79, 106, 111, 118 were read on this motion to/for DISMISSAL. The following e-filed documents, listed by NYSCEF document number (Motion 003) 48, 49, 50, 51, 52, 53, 54, 65, 80, 81, 82, 83, 84, 85, 86, 87, 88, 89, 90, 91, 92, 107, 110, 112, 113, 114, 115, 116 were read on this motion to/for DISMISS . The following e-filed documents, listed by NYSCEF document number (Motion 004) 55, 56, 57, 58, 59, 60, 61, 62, 66, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103, 104, 105, 108, 109, 117 were read on this motion to/for DISMISS. DECISION ORDER ON MOTION Upon the foregoing documents and for the reasons set forth on the record (2/13/2020), (i) the AION Defendants’ (hereinafter defined) motion to dismiss (Mtn. Seq. No. 002) is granted solely with respect to the first (piercing the corporate veil) and fifth (accounting) causes of action, and (ii) Michael Bettencourt’s motion to dismiss (Mtn. Seq. No. 003) and (iii) Siraj Dadabhoy and Shabir Randeree’s motion to dismiss (Mtn. Seq. No. 004) are granted in their entirety and the complaint against these individual defendants is dismissed, without prejudice, for the reasons set forth herein. THE FACTS RELEVANT TO THE INSTANT MOTIONS This is a judgment collection action alleging a complex fraudulent scheme by the defendants and seeking to pierce the corporate veil between (i) DCD America, Inc. (DCD) and West End Equity I, Ltd., West End Equity II, Ltd., West End Equity III, Ltd., West End Equity IV, Ltd., and West End Equity V, Ltd. (collectively, the West End Entities), and (ii) AION Partners, LLC (AION Partners), AION Realty, LLC (AION Realty), AION Holdings, Inc. (AION Holdings, and collectively with AION Partners and AION Realty as the AION Entities) and Siraj Dadabhoy, Shabir Randeree and Michael Betancourt. In 2011, non-party TAIB Bank, B.S.C.(c) (TAIB) commenced an action against DCD and the West End Entities in New York State Supreme Court (DCD and the West End Entities, collectively, hereinafter, the State Court Defendants) (the TAIB Action) (Index No. 652669/2011). The Complaint alleges that the TAIB Action was based on a 2007 loan (the Loan) made by TAIB to the West End Entities for $17 million, which was secured by a guaranty (the Guaranty) of up to $10 million from the West End Entities’ parent company, DCD. The Loan was part of a transaction for the purchase of two office buildings in Washington, D.C (the Transaction). The State Court Defendants had defaulted on the Loan in 2010. Acacia Investments, B.S.C.(c)’s (Acacia) wholly owned subsidiary, Acacia Real Estate Limited, also loaned the West End Entities $3.25 million as part of the Transaction, which it claims it never recovered. Ultimately, following some protracted litigation, in 2016, TAIB prevailed and obtained (i) a judgment (the West Entities Judgment) against the West End Entities in the total sum $40,409,650, and (ii) a judgment (the DCD Judgment) against DCD for a total sum of $17,366,351, plus interest on both judgments running from December 19, 2016 (the West End Entities Judgment and the DCD Judgment, together, the Judgment). To date, the Judgment remains due and owning. Over the next two years, TAIB sought to collect on the Judgment, serving over 20 subpoenas on the State Court Defendants, their former counsel, their employees and accountants, and on other related entities (O’Donnel Aff., 5). According to the Complaint, this post-judgment discovery revealed that DCD fraudulently transferred its assets in connection with a 2012 dissolution (Compl.,
47-51). More specifically, the Complaint alleges that unbeknownst to TAIB and Acacia at the time, DCD began winding up its operations as early as 2009 — after the State Court Defendants defaulted on the Loan — and dissolved on December 31, 2012, four years before TAIB obtained its Judgment (id., 47). As referenced in the Complaint, Michael Betancourt, a director of both DCD and the AION Entities, testified that DCD decided to dissolve starting in 2009 because: I think it’s really a function of as I stated earlier, the profitability of DCD was purely, or largely dependent on the generation of promotes, or exit fees in the event that an investor made a return above a specific hurdle, as outlined in the joint venture agreement. It was clear to the group at that time that DCD really wasn’t — the transactions as cited in this May 23rd, 2007 minutes from our staff meeting, a lot of these trades were busted. And it was — we used it as an opportunity to really rebrand, start anew. So I think that’s really what led to DCD going away. (Compl., 51). However, and significantly, DCD allegedly never provided notice to TAIB that it was winding up. Rather, at the same time that they were winding up DCD, the defendants created the AION Entities to conduct the same business (Compl., 54). Most of DCD’s employees began working at AION Partners in the same capacity as they had previously worked at DCD (id.,
