The following e-filed documents, listed by NYSCEF document number (Motion 009) 155, 156, 157, 158, 159, 160, 161, 162, 184, 185, 186, 187, 188, 189, 190, 191, 196 were read on this motion for REARGUMENT. The following e-filed documents, listed by NYSCEF document number (Motion 010) 169, 170, 171, 172, 173, 174, 175, 176, 177, 193, 210, 211, 212, 213, 214, 215 were read on this motion for REARGUMENT. The following e-filed documents, listed by NYSCEF document number (Motion 011) 197, 198, 199, 200, 201, 202, 203, 204, 205, 206, 207, 208, 209, 273, 274, 275, 277, 289, 290, 291 were read on this motion for INTERIM RELIEF. The following e-filed documents, listed by NYSCEF document number (Motion 012) 220, 221, 222, 223, 224, 225, 239, 240, 241, 242, 243, 244, 245, 246, 247, 250 were read on this motion to DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 013) 226, 227, 228, 229, 230, 231, 232, 233, 234, 235, 236, 237, 238, 248, 249, 253, 254, 255, 256, 257, 258, 259, 260, 261, 262, 263, 264, 265, 266, 267, 268, 269, 270, 271, 272 were read on this motion to ENFORCE JUDGMENT. DECISION + ORDER ON MOTION This action, and the current motions, arises from an ongoing pitched battle among a husband, his ex-wife, and their grown children for ownership and control of assets and property worth many millions of dollars. Plaintiff, Veronique Bich, is the ex-wife of defendant, the late Bruno Bich, who, during his lifetime, was the chairman and CEO of BIC (maker of pens, lighters, and more). While Ms. Bich and Mr. Bich were married, they entered into a postnuptial agreement in 2008 to allocate between them marital property — hundreds of thousands of shares of stock, luxury apartments and other real estate on two continents, fine art, a sailboat, and so on — upon the occurrence of specified “operative events,” such as a formal separation. In 2020, Ms. Bich brought this action, alleging that an operative event had occurred under the agreement in August 2017 but that Mr. Bich was refusing to divvy up the property as promised.1 Mr. Bich disputed that an operative event had occurred in 2017. He also argued that it was Ms. Bich who was failing to meet her obligations under their agreement. On motion sequence 003 in this action, Ms. Bich moved, and Mr. Bich cross-moved, for partial summary judgment to enforce various provisions of the postnuptial agreement. One of those provisions, 19 (f), concerned Grenelle LLC, a Delaware limited-liability company created to own and manage at least 20 million dollars of Société Bic stock and an apartment in Paris. The four members of Grenelle were Mr. Bich and the couple’s adult children (Gonzalve, Charles, and Guillaume Bich). Before ruling on the parties’ requests for summary judgment, this court granted the Bich Children’s request (mot seq 004) for leave to intervene and to submit briefing on issues related to Grenelle. Mr. Bich died in 2021, while motion sequences 003 and 004 were pending. The couple’s three children, Gonzalve Bich, Charles Bich, and Guillaume Bich, acting in their capacities as personal representatives of Mr. Bich’s Estate, were substituted into the action as defendants (collectively, the Estate). (NYSCEF No. 129.) In resolving motion sequence 003, this court held that an operative event had occurred in August 2017 (as Ms. Bich contended), but that many of the parties’ ensuing property-allocation disagreements between the parties would require a trial. (See Bich v. Bich, 2022 NY Slip Op 50079[U], at *4-7 [Sup Ct, NY County Feb. 9, 2022].) Several of the parties’ disagreements on motion sequence 003 concerned
19 (f) and 23 of the postnuptial agreement. Those provisions address (i) Mr. Bich’s 98.98percent interest in Grenelle; (ii) his resulting beneficial ownership of that share of Grenelle’s assets (400,000 shares of Société Bic and the Paris apartment); and (iii) approximately €7.78 million in debt that Grenelle owed as of November 2007, having incurred that “Grenelle Debt” to buy the Paris apartment. (See NYSCEF No. 158 at 15 19 [f], 22 23.) This court held under 19 (f) that the Estate was required to transfer Mr. Bich’s 98.98percent interest in Grenelle to Ms. Bich. With respect to the Grenelle Debt, 23 of the postnuptial agreement made Ms. Bich responsible for that debt. (See id. at 22 23.) Mr. Bich argued that he had fully paid off the Grenelle Debt, and therefore that Ms. Bich was required to reimburse him the entire €7.78 million in debt that had existed as of November 2007. This court rejected that argument. Instead, this court concluded, Ms. Bich’s obligations with respect to the Grenelle Debt arose in August 2017 upon the occurrence of the operative event, not in May 2008 upon execution of the postnuptial agreement. (See Bich, 2022 NY Slip Op 50079[U], at *5.) As of August 2017, only €1.3 million or so remained of the Grenelle Debt; and disputed issues of fact existed about whether Mr. Bich had repaid that smaller sum from his own funds or from Grenelle income. (See id.) This court therefore denied Mr. Bich’s cross-motion for summary judgment with respect to the Grenelle Debt. After this court issued its February 2022 order, the parties engaged in extended settlement negotiations that proved unsuccessful. This court must therefore continue its efforts to provide a judicial resolution to this acrimonious — and high-stakes — family fight. Now before the court are several motions arising from its February 2022 order. On motion sequence 009, the Estate moves to reargue this court’s conclusion that Ms. Bich became responsible for the Grenelle Debt in August 2017 rather than in May 2008 (and in turn that the court’s conclusion that Ms. Bich was not required to reimburse the millions of Euros of debt Mr. Bich paid down between those two dates). On motion sequence 010, the Bich Children also move to reargue, asking this court to clarify that the February 2022 order did not hold that Ms. Bich is entitled to direct, rather than beneficial, ownership of Grenelle’s assets. On motion sequence 011, the Estate moves for an order of attachment against Ms. Bich’s assets and property located in New York State. After this court granted leave to intervene to the Bich Children (Bich, 2022 NY Slip Op 50079[U], at *3), Ms. Bich asserted counterclaims to their intervenor complaint. In those counterclaims, Ms. Bich alleges that under 19 (f) of the postnuptial agreement, and this court’s February 2022 order, she is entitled to a 98.98percent membership interest in Grenelle and has power to appoint and remove Grenelle’s managing director. The Estate and the Bich Children contend, on the other hand, that 19 (f) of the postnuptial agreement does not make Ms. Bich the 98.98percent (and thus controlling) member of Grenelle, but instead confers on her only an economic interest in Grenelle’s profits, losses, and distributions. They also argue that 19 (f) does not entitle Ms. Bich to receive Mr. Bich’s authority to appoint and remove Grenelle’s managing director. On motion sequence 012, the Bich Children move to dismiss Ms. Bich’s counterclaims. On motion sequence 013, Ms. Bich moves for partial summary judgment on one of those counterclaims. She also seeks on that motion an order of contempt against the Estate for refusing to transfer to her Mr. Bich’s membership interest in Grenelle and his appointment/removal power. Motion sequences 009, 010, 011, 012, and 013 are consolidated for disposition. On motion sequence 009, leave to reargue is granted, and on reargument this court adheres to its original decision that Ms. Bich’s obligations with respect to the Grenelle Debt arose in August 2017, not in May 2008. On motion sequence 010, leave to reargue is granted, and this court provides clarification of its February 2022 order. Motion sequence 011 is denied. On motion sequences 012 and 013, this court concludes that the Estate and the Bich Children are correct that 19 (f) did not require the Estate to transfer either Mr. Bich’s membership interest in Grenelle or his authority to appoint/remove Grenelle’s managing director. Motion sequence 012 is therefore granted, and motion sequence 013 is therefore denied. DISCUSSION I. The Estate’s Motion to Reargue with Respect to the Grenelle Debt (Mot Seq 009) On motion sequence 009, the Estate moves to reargue this court’s conclusion that Ms. Bich could be responsible, at most, for repaying the €1.3 million in Grenelle Debt remaining as of August 2017, not the €7.78 million in debt that existed in May 2008. (See Bich, 2022 NY Slip Op 50079[U], at *5.) A motion for leave to reargue under CPLR 2221 (d) may be granted upon a showing “that the court overlooked or misapprehended the facts or the law or for some reason mistakenly arrived at its earlier decision.” (William P. Pahl Equip. Corp. v. Kassis, 182 AD2d 22, 27 [1st Dept 1992] [internal quotation marks omitted].) Leave to reargue is not warranted merely to “afford the unsuccessful party successive opportunities to…present arguments different from those originally asserted.” (Id.) Ms. Bich contends that leave to reargue must be denied because the Estate did not previously put before the court the interpretive argument on which it now relies. (See NYSCEF No. 184 at 4-5.) This contention is unpersuasive. Ms. Bich is correct that the Estate initially cast its contentions in terms of Ms. Bich’s putative obligation to pay the full €7.78 million Grenelle Debt as a condition precedent to the transfer to her of Mr. Bich’s 98percent interest in Grenelle, whenever that transfer might occur. (See NYSCEF No. 65 at 24-25.) The Estate now makes a somewhat different argument: That the postnuptial agreement required Ms. Bich to take on the Grenelle Debt 30 days after the May 2008 execution of the agreement, while waiting to receive Mr. Bich’s interest in Grenelle until the operative event occurred in August 2017. (See NYSCEF No. 156 at 4-8.) At the same time, though, this court’s ruling with respect to the Grenelle Debt emphasized the timing of when Ms. Bich’s obligation to pay that debt arose. (See Bich, 2022 NY Slip Op 50079[U], at *5.) The Estate’s current motion thus permissibly responds to this court’s own interpretation of the agreement in its decision. In light of the sums at issue, and the complexity of the disputed provisions of the postnuptial agreement, this court concludes that the Estate’s interpretive challenge to this court’s prior ruling warrants leave to reargue. On reargument, this court adheres to its original decision. Paragraph 19 of the agreement provides that “[i]t is the intention of the parties that upon the occurrence of an Operative Event that all marital property shall be divided equally between them.” (NYSCEF No. 158 at 14 19.) Following an operative event, therefore, “the parties shall divide marital property, which each shall thereafter hold as his or her respective separate property, as follows….” (Id.) Paragraph 19 (f) of the agreement provides that Ms. Bich shall receive Mr. Bich’s “98.983798percent interest in Grenelle, LLC, subject to the then outstanding indebtedness described in paragraph 23, which shall be transferred to her within thirty (30) days of the execution of this Agreement, as a result of which, the Wife shall thereafter have exclusive right to the Paris Apartment….” (Id. at 15 19 [f].) Paragraph 23 provides that as of November 16, 2007, “there was outstanding indebtedness owed to UBS” of which “€7,776,894.85…is characterized as the ‘Grenelle Debt,’ which is attributable to the acquisition of the Paris Apartment.” (Id. at 22 23.) Ms. Bich “shall be solely responsible for the payment of the ‘Grenelle Debt,’ and further shall indemnify and hold the Husband harmless from all expenses and liabilities arising therefrom, including reasonable counsel fees.” (Id.) These terms of the postnuptial agreement are less clearly drafted than they might have been. As a result, neither party’s argument about their meaning is fully satisfying. For example, there is some force to the Estate’s argument on this motion that the “which shall be transferred” clause of 19 (f) appears most naturally to refer only to the immediately preceding clause about indebtedness, not also to the earlier clause describing Mr. Bich’s 98percent interest in Grenelle. On the other hand, as this court already held, on the Estate’s reading, Ms. Bich would become immediately responsible in 2008 for €7.78 million in Grenelle debt, while not receiving a corresponding interest in Grenelle unless and until an operative event occurred at some unspecified future date.2 (See Bich, 2022 NY Slip Op 50079[U], at *5.) Conversely, Ms. Bich has contended that both the Grenelle interest and the Grenelle debt were to be transferred in 2008. But the beginning of 19 provides that the property-division provisions of that paragraph, including 19 (f), shall occur “following the occurrence of an Operative Event.” (NYSCEF No. 158 at 14 19.) Similarly, 19 (f) includes a condition that the property at issue in that subparagraph be “still owned by either party at the time of the occurrence of an Operative Event.”3 (Id. at 15 19 [f].) These provisions suggest that the transfer of Mr. Bich’s Grenelle interest was required to occur in August 2017 upon the occurrence of the operative event), not June 2008 (30 days after execution of the agreement). All that said, 19 is not the only relevant provision of the postnuptial agreement. Paragraph 16 states clearly that the paragraphs that follow it, through 32, inclusive, “shall only be effective upon the occurrence of an Operative Event, until which time the following provisions shall be without force or effect.” (Id. at 12 16 [emphasis added].) In other words, the transfer provisions of 19, the definition of “Grenelle debt” in 23, and the indemnification language in 23 became effective only in 2017 — not, as the Estate’s argument requires, 2008. Reading 16 as rendering
