NAILAH K.

BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113

Court of Common Pleas

New Case Electronically Filed: COMPLAINT

September 1,2023 14:57

By: ANDREW A. RABAT 0063720

Confirmation Nbr. 2953479

STEPHEN S. ZASHIN CV 23 984901

vs.
Judge: MICHAEL J. RUSSO
ZASHIN & RICH CO., L.P.A., ET AL.

Pages Filed: 9

Electronically Filed 09/01/2023 14:57 / / CV 23 984901 / Confirmation Nbr. 2953479 / CLDLJ

 IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO

STEPHEN S. ZASHIN )
18701 South Park Blvd. )
Shaker Heights, OH 44122 )
) CASE NO.:
Plaintiff, )
) JUDGE:
v. )
) VERIFIED COMPLAINT FOR JUDICIAL
ZASHIN & RICH CO., L.P.A. ) DISSOLUTION
950 Main Ave. 4th Floor )
Cleveland, OH 44113 )
)
and )
)
ANDREW A. ZASHIN )
21 Hunting Hollow )
Pepper Pike, OH 44124 )
)
)
Defendants. )
)

Now comes Plaintiff, Stephen S. Zashin, and for his Complaint for Judicial Dissolution

states as follows:

THE PARTIES

1. Plaintiff, Stephen S. Zashin (“Stephen”) is a resident of Cuyahoga County, Ohio

and one-half of the directors of Zashin & Rich Co., L.P.A.

2. Defendant, Zashin & Rich Co., L.P.A., (“ZR”) is an Ohio professional corporation

duly formed and existing under the laws of the State of Ohio, with its principal place of business

located in Cuyahoga County, Ohio.

3. Defendant, Andrew A. Zashin (“Andrew”) is a resident of Cuyahoga County,

Ohio and one-half of the directors of ZR.

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 JURISDICTION AND VENUE

4. This Court has jurisdiction over Plaintiff's claim insofar as it arises under Ohio

statutory law and pursuant to Ohio R.C. § 2305.01.

5. This Court has jurisdiction over Defendants pursuant to Ohio R.C. § 2307.382.

6. Venue is proper in this Court pursuant to Ohio R. Civ. P. 3(C)(1)(2)(3)(5) and (6).

FACTUAL ALLEGATIONS

7. Plaintiff incorporates the foregoing allegations by reference as if fully set forth

herein.

8. At all times relevant herein, Stephen S. Zashin, Trustee of the Stephen S. Zashin

Declaration of Trust dated 11/13/2002 has been a 50% shareholder of ZR.

9. At all times relevant herein, Andrew A. Zashin, Trustee of the Andrew A. Zashin

Declaration of Trust dated October 18, 2000 as modified has been a 50% shareholder of ZR.

10. The current Board of Directors of ZR consists of just two directors and two

officers, Stephen and Andrew.

11. At all relevant times, ZR has engaged in two principal areas of practice: workplace

law and family law.

12. ZR’s family law practice was established in 1981 and built through the hard work

and dedication of the firm’s founder, Robert Zashin. As Robert Zashin entered retirement, Andrew

took over the responsibility for operating the firm’s family law practice. Since that time, the family

law practice of ZR has been run exclusively by Andrew, without any material input from Stephen.

13. Stephen started, and built, ZR’s workplace law practice. At all times, the workplace

law practice of ZR has been run exclusively by Stephen, without any material input from Andrew.

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 14. In early 2007, Andrew advised Stephen that he intended to spend more time with

his family and less time working.

15. Andrew’s absence forced Stephen to serve as ZR’s managing partner, which

required him to spend significant additional time at work.

16. Up until that point, Stephen and Andrew had been splitting the year-end net income

50/50.

17. The disparity between the responsibilities of Stephen and Andrew, however,

eventually led to a change in the compensation structure.

18. In 2009, Stephen and Andrew agreed on a new compensation structure.

Specifically, ZR’s only two shareholders, directors and officers agreed that Stephen would receive

70% of the year-end net income from the firm and Andrew would receive 30% of the year-end net

income from the firm. This compensation structure remained in place with the knowledge and

consent of Stephen and Andrew from September 30, 2009 until September 30, 2014.

19. Thereafter, at Andrew’s request, a new compensation structure was agreed upon.

Specifically, ZR’s only two shareholders, directors, and officers agreed that Stephen would receive

66 2/3 % of the year-end net income from the firm and Andrew would receive 331/3 % of the year-

end net income from the firm. This compensation structure has remained in place from September

30, 2015 to the present. An Action By Written Consent of the Shareholders of ZR was executed

by Stephen and Andrew to memorialize the agreement.

20. In early 2023, after years of inactivity and indifference, Andrew began to insert

himself in the operation of the firm. One of Andrew’s first items of business was to attempt to

change the longstanding compensation structure so that he could receive more money. When

Stephen refused, Andrew began to make threats and engaged in efforts to change the

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 compensation structure unilaterally. It quickly became clear that Andrew’s business interests

significantly diverged from Stephen’s business interests. Since then, Andrew and Stephen have

been unable to agree on material issues that affect the operation of ZR.

21. As well, in March 2023, without Stephen’s knowledge or consent, Andrew began

to compete with ZR.

22. On March 17, 2023, Andrew went to look for new office space for his new

venture. Andrew never disclosed this to Stephen.

23. On March 21, 2023, Andrew formed Zashin Law, LLC. On that same date,

Andrew registered the following fictitious names: Zashin Legal Group, Zashin Law Group,

Zashin International Family Law, and Zashin Family Law. Andrew never disclosed this to

Stephen.

24. Andrew also established a Facebook account for “Zashin Family Law”

advertising that it was a “Cleveland based law firm that represents individuals in all facets of

domestic relations.” Andrew never disclosed this to Stephen.

25. Andrew also spent a significant amount of time recruiting employees of ZR to

join his new venture.

26. On March 29, 2023, a Special Meeting of the Shareholders of ZR was called by

Stephen in his capacity as a 50% shareholder. Andrew and Stephen both participated in the

special meeting. Stephen moved to dissolve ZR. Andrew voted against dissolution.

27. Since then, Andrew and Stephen have both retained separate counsel. As well, ZR

has retained separate counsel. A myriad of disagreements over firm business persist.

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 28. Andrew has also engaged in conduct that is disruptive and threatening. Andrew

frequently yells, uses profanity, and makes threats while he is in the office. His anger is not

limited to Stephen. Andrew treats others who he perceives to be aligned with Stephen poorly as

well.

COUNT ONE

Judicial Dissolution of Zashin & Rich Co. L.P.A. Under Ohio R.C. §1701.91(A)(4)

29. Plaintiff incorporates the foregoing allegations by reference as if fully set forth

herein.

30. Ohio R.C. §1701.91(A)(4) provides for judicial dissolution of a corporation when,

as here, an even number of directors are deadlocked in the management of corporate affairs:

A corporation may be dissolved judicially, and its affairs wound up:

***

By an order of the court of common pleas of the county in this state in which the
corporation has its principal office, in an action brought by one-half of the directors
when there is an even number of directors.. .when it is established that the
corporation has an even number of directors who are deadlocked in the
management of the corporate affairs and the shareholders are unable to break the
deadlock,.. .Under these circumstances, dissolution of the corporation shall not be
denied on the ground that the corporation is solvent or on the ground that the
business of the corporation has been or could be conducted at a profit.

31. Stephen and Andrew are the only directors of ZR.

32. This cause of action is brought by Stephen, representing one-half of the directors

of ZR.

33. Stephen and Andrew have an irreconcilable business relationship.

34. Stephen and Andrew are deadlocked in the management of the corporate affairs of

ZR. The deadlock extends to decisions relating to employees, business records, business

generation, expenditures and even whether to continue to operate ZR.

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 35. Through their respective trusts, Stephen and Andrew are the sole shareholders of

ZR.

36. Annexed hereto as Exhibit 1, and incorporated herein by reference, is a listing of

the shareholders of ZR from ZR’s corporate record book as required by Ohio R.C. §1701.91(B).

37. The shareholders of ZR are unable to break the deadlock between the directors.

38. Pursuant to Ohio law, this deadlock mandates the judicial dissolution of ZR.

39. Accordingly, Stephen petitions this Court to issue judgment judicially dissolving

ZR and causing ZR to wind up its business affairs without delay.

WHEREFORE, Plaintiff prays for judgment as follows:

(a) . An Order judicially dissolving Zashin & Rich Co. L.P.A. and causing it to wind up

its business affairs pursuant to law; and

(b) . Any and all remedies or relief available under the Ohio Revised Code, permitted

by law or deemed appropriate by this Court.

Respectfully submitted,

/s/Andrew A. Kabat_____
Andrew A. Kabat (0063720)
Polk Kabat, LLP
1300 W. 78th Street, Suite 305
Cleveland, OH 44102
(216) 241-0700
Fax: (216) 241-0739
akabat@polkkabat.com

Attorney for Plaintiff

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 STATE OF OHIO )
) SS: VERIFICATION
)
CUYAHOGA COUNTY )

I, Stephen S. Zashin, being first duly sworn, depose and state that I have been a director,
officer, and, through my trust, a 50% shareholder of Zashin & Rich Co. L.P. A. at all relevant times
and that the Verified Complaint and the allegations contained therein are true and accurate to the
best of my knowledge and belief.

Swom to and subscribed before me, a Notary Public, this 1* day of September 2023.

S‘:( Ho:t O.k.C.

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 Updated June 1999

CORPORATION

NUMBER AUTHORIZED SHARES 500

PRICE PER SHARE $5.00

SHAREHOLDERS: DIRECTORS:

Andrew A, Zashin Andrew A. Zashin

Z
Stephen S, Zashin Stephen S. Zashin

OFFICERS

PRESIDENT: Andrew A, Zashin

VICE PRESIDENT: Stenhen S. Zashin

SECRETARY: Stephen S. Zashin

TREASURER: Andrew A. Zashin

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EXHIBIT 1
 Red Ohio Seal
Common Stock
Zashin & Rich Co., L.P.A.

SHAREJOURNAL
Common Stock

Shares Issued

TO WHOM ASSIGNED AND ISSUED NO. OF NUMBER PAR

BATE OF LEDGER CERTIF OF VALUE
ISSUE NAME FOLIO SHARES SHARES

Robert I. Zashin
9/25/81 1 1 98 -0-
Cancelled
Lawrence J. Rich
9/25/81 2 2 1 -0-
Cancelled
John Sutula
9/25/81 3 3 1 -0-
Cancelled
Carl C. Monastra
7/27/87 4 4 1 -0-
Cancelled
Robert I. Zashin
7/27/87 1 5 97 -0-
Cancelled
Robert I. Zashin
6/30/92 ! 1 6 98 -0-
1 Cancelled
Robert I. Zashin
6/30/94 1 7 99 -0-
Cancelled
Robert I. Zashin
12/29/98 1 8 100 -0-
Cancelled
Andrew A. Zashin
1/2/99 5 11 50 -0-
Cancelled
Effective
12-31-98
Stephen S. Zashin
1/2/99 6 12 50 -0-
Cancelled
Effective
12-31-98

8/24/06 Stephen S. Zashin, Trustee of the Stephen S. Zashin 7 13 50 -0-

Declaration of Trust dated 11/13/2002

8/J>//06 Andrew A. Zashin, Trustee of the Andrew A. Zashin 8 14 50 -0-

Declaration of Trust dated October 18,2000 as modified

974625

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