If Meghan Mc Cain And Ben Shapiro Can,’t Take The Questions, They Should Not Do Interviews.

Robert Massimi.
Ben Shapiro, the self proclaimed right wing influence, who did not vote for president Trump,by the way, can’t be questioned by fellow journalists, then he should not be interviewed.
The same holds true for Meghan Mc Cain, this woman is so thin skinned,so erratic, shes scary both on the View and in interviews. She holds her father up on a pedestal, and he just wasn’t that good as either a Serviceman, nor a Senator. She is an irrational human being and cannot be questioned or debated without blowing a gasket or crying.
To be in journalism means asking tough q uh estions and being asked difficult questions. For a jourbalist to be going off like these two is unprofessional.
Read below:

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Please Enjoy Ben Shapiro Melting Down and Running Out of a BBC Interview

Jack Crosbie
Yesterday 11:47am
Filed to:BEN SHAPIRO
null
Screenshot: BBC
Ben Shapiro, the right-wing “thinker,” baby Hitler-defender, and former toothbrush startup-endorser, rose to fame thanks to his combative, shrill interview style that promised TOTAL DESTRUCTION of any liberal talking point or talking head he encountered. Unfortunately, as the old saying goes, if you live by the SICK BURN you die by the SICK BURN, and today the wheel of online ownage turned for Ben.

Consider this interview today with BBC presenter Andrew Neil, purportedly about Shapiro’s new book. Neil and Shapiro started to clash when Neil read Shapiro some of his tweets and challenged him on some of the things that he has done and said. Shapiro started out relatively irate, which looked particularly silly in contrast to Neil’s dispassionate, vaguely bemused line of questioning. Shapiro’s general argumentative style is to talk louder and faster than anyone he’s speaking to, which didn’t really work when Neil refused to play on his level.

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The whole thing fell apart when Shapiro tried to nail down Neil for his “bias” during a pointed discussion over the concept of a six-week abortion ban. Shapiro didn’t have a lot to concretely defend his views, and really didn’t like the line of questioning (i.e…actual questions) that Neil was asking, so he tried to pivot to accusing Neil of being “on the left.”

Neil, for reference, was editor of Rupert Murdoch’s Sunday Times and currently is the chairman of the very conservative British magazine The Spectator. While he’s obviously an incisive, challenging interviewer, calling him “on the left” is, as Neil pointed out, insanely dumb.

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The full interview, which was 16 minutes long, led to Shapiro getting more and more flustered, particularly when Neil started reading out all the heinous shit Shapiro has tweeted before, building to this incredible finish:

As Shapiro huffed and puffed and took off his microphone, Neil, for lack of a better word, DESTROYED him one more time. “Thank you for your time, and for showing that anger is not part of American political discourse. Now Mr. Shapiro, we’ll say goodbye.”

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Watch the full interview below.

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Mueller Report Is A Run On and On.

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Robert Massimi.
Mueller hoping to keep in the spot light added an exorbitant amount of footnotes to hus report. Instead of just writing a report, he added many footnotes hoping to keep in the spotlight undoubtedly. The report starts out exonerating the president but he adds many, many footnotes so that Congress can debate this in perpetuity.
Instead of just giving a summation, he goes on and on with footnotes.
Read below:
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Louie Gohmert Rants: If ‘Attempted Coup’ Culprits Don’t Go to Jail, ‘We’re Not Going to Last Much Longer’

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Former Chief of Staff John Kelly Declines to Answer if Trump is a ‘Stable Genius’
Ken Starr Ramps Up Attacks on Mueller: His Report Has ‘Over 1,000 Footnotes. I Mean… Why?’
By Connor MannionMay 9th, 2019, 12:50 pm
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Former independent counsel Ken Starr attacked the length of special counsel Robert Mueller‘s report on Russian interference in the 2016 presidential election, telling Fox News that “there’s just too much detail.”

Speaking with Fox’s Bill Hemmer, Starr argued “the whole issue is, is there collusion?” and says the report did not prove that, but used too many footnotes.

“It starts out with there is no suggestion of collusion, whatever. At the end of that discussion, no suggestion of — and yet we read all of these detailed, elaborate footnotes.” Starr said.

Starr led the wide-ranging investigation into former President Bill Clinton that ultimately resulted in Clinton’s impeachment trial in the late 1990s.

“There are over 1,000 footnotes. I mean… why? The point of this report is simply to say why I prosecuted or why I didn’t prosecute. This is not a term paper,” he continued.

Starr’s attack on Mueller’s report comes just days after his appearance on Fox’s The Story, Monday night, during which he attacked Mueller’s letter to Attorney General Bill Barr that was leaked and made public on the eve of the AG’s congressional testimony.

Mueller stated, in his letter, that Barr had mischaracterized the full report in his summary of its findings.

“His letter, that was then leaked on the very eve of Bill Barr’s testimony, was essentially, I believe, an unfair, whiny complaint,” Starr previously told Fox’s Martha MacCallum.

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James Comey On The Hot Seat.

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Robert Massimi.
James Comey is in a lot of trouble. His problems are starting to mount. From not indicating Hillary Clinton to covering up what the entire Obama administration did as far as spying on Trump and much more.
Comey recently wrote an op ed piece in the New York Times defending his role when he was the head of the FBI.
It is still not known why he re opened thr Clinton case, maybe ge was covering his own tracks. As it becomes more clear that Obama and others spied on Trump, Comey is starting to take a very strang approach to defending his actions. He looks both nervous and unusual in his mannerisms and behavior.
A good i investigation could implicate he, Clinton, Obama and many others in both a conspiracy abd a cover up. Obama has dropped out of sight lately, you dont hear from him. Clinton has the hubris to do a weak tour with her husband snd publically asked why Trump has not been impeached.
Read below:

OPINION | JUDICIARY
May 07, 2019 – 09:30 AM EDT
James Comey is in trouble and he knows it
BY KEVIN R. BROCK, OPINION CONTRIBUTOR 42,063
The views expressed by contributors are their own and not the view of The Hill
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James Comey’s planet is getting noticeably warmer. Attorney General William Barr’s emissions are the suspected cause.

Barr has made plain that he intends to examine carefully how and why Comey, as FBI director, decided that the bureau should investigate two presidential campaigns and if, in so doing, any rules or laws were broken.

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In light of this, the fired former FBI director apparently has decided that photos of him on Twitter standing amid tall trees and in the middle of empty country roads, acting all metaphysical, is no longer a sufficient strategy.

No, Comey has realized, probably too late, that he has to try to counter, more directly, the narrative being set by the unsparing attorney general whose words in front of the Senate Judiciary Committee last week landed in the Trump-opposition world like holy water on Linda Blair. Shrieking heads haven’t stopped spinning since.

And so we’ve seen Comey get real busy lately. First he penned a curious op-ed in The New York Times. Then a Times reporter, with whom Comey has cooperated in the past, wrote a news article exposing an early, controversial investigative technique against the Trump campaign in an attempt to get out front and excuse it. Next, Comey is scheduled to be encouraged on a friendly cable news “town hall.”

In the op-ed, Comey trotted out his now-familiar St. James schtick, freely pronouncing on the morality of others. He sees himself as a kind of Pontiff-of-the-Potomac working his beads, but comes across more like an unraveling Captain Queeg working his ball bearings.

Comey adjudged the president as “amoral.” He declared the attorney general to be “formidable” but “lacking inner strength” unlike — the inference is clear — Comey himself. A strategy of insulting the executioner right before he swings his ax is an odd one but, then, Comey has a long record of odd decisions and questionable judgment.

“Amoral leaders [referring to the president] have a way of revealing the character of those around them,” wrote Comey without a hint of irony or self-awareness. Those whom the former FBI director assembled around him probably rue the day they ever met the man. Most are now fired or disgraced for appalling behaviors that Comey found easy to manipulate to advance his decisions.

Then, just to make sure his op-ed was odd-salted to the max, Comey mused that the president “eats your soul in small bites.” OK, let’s step back for a moment: James Comey appears to be in trouble. His strange, desperate statements and behaviors betray his nervousness and apprehension. In a way, it’s hard to watch.

Comey will claim that everything he did in the FBI was by the book. But after the investigations by Department of Justice Inspector General Michael Horowitz and U.S. Attorney John Huber, along with Barr’s promised examination, are completed, Comey’s mishandling of the FBI and legal processes likely will be fully exposed.

Ideally, Barr’s examination will aggregate information that addresses three primary streams.

The first will be whether the investigations into both presidential nominees and the Trump campaign were adequately, in Barr’s words, “predicated.” This means he will examine whether there was sufficient justification under existing guidelines for the FBI to have started an investigation in the first place.

The Mueller report’s conclusions make this a fair question for the counterintelligence investigation of the Trump campaign. Comey’s own pronouncement, that the Clinton email case was unprosecutable, makes it a fair question for that investigation.

The second will be whether Comey’s team obeyed long-established investigative guidelines while conducting the investigations and, specifically, if there was sufficient, truthful justification to lawfully conduct electronic surveillance of an American citizen.

The third will be an examination of whether Comey was unduly influenced by political agendas emanating from the previous White House and its director of national intelligence, CIA director and attorney general. This, above all, is what’s causing the 360-degree head spins.

There are early indicators that troubling behaviors may have occurred in all three scenarios. Barr will want to zero in on a particular area of concern: the use by the FBI of confidential human sources, whether its own or those offered up by the then-CIA director.

Without diving into the weeds, it’s important to understand that FBI counterintelligence investigations generally proceed sequentially from what is called a preliminary investigation or inquiry (PI) to a full investigation (FI). To move from a PI to an FI requires substantial information — predication — indicating investigative targets acted as agents of a foreign power.

This is problematic for Comey in light of Mueller’s findings. There are strict guidelines governing when the FBI can task a confidential source or a government undercover operative to collect against a U.S. citizen. Normally this is restricted to a full investigation, and normally restricted to the United States, not overseas.

There is a sense that Comey’s team was not checking the boxes, did not have adequate predication, and may have tasked sources before an investigation was even officially opened. Barr should pull case files and dig in on this.

In addition, the cast of characters leveraged by the FBI against the Trump campaign all appear to have their genesis as CIA sources (“assets,” in agency vernacular) shared at times with the FBI. From Stefan Halper and possibly Joseph Mifsud, to Christopher Steele, to Carter Page himself, and now a mysterious “government investigator” posing as Halper’s assistant and cited in The New York Times article, legitimate questions arise as to whether Comey was manipulated into furthering a CIA political operation more than an FBI counterintelligence case.

Some in the media have suggested that the Times article was an attempt by the FBI to justify its early confidential source actions. But current FBI Director Christopher Wray has shown that he would like to excise the cancerous tumor that grew during Comey’s time and not just keep smoking. It’s hard to imagine current FBI executives trying to justify past malfeasance.

James Comey is right to be apprehensive. He himself ate away at the soul of the FBI, not in small bites but in dangerously large ones. It was a dinner for one, though: His actions are not indicative of the real FBI. The attorney general’s comprehensive examination is welcome and, if done honestly and dispassionately, it will protect future presidential candidates of both parties and redeem the valuable soul of the FBI.

Kevin R. Brock, former assistant director of intelligence for the FBI, was an FBI special agent for 24 years and principal deputy director of the National Counterterrorism Center (NCTC). He is a founder and principal of NewStreet Global Solutions, which consults with private companies and public-safety agencies on strategic mission technologies.

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Theater Review. “The Bigot”

Robert Massimi.

“THE Bigot” playing at the Theatre At St. Clement’s is a play very similar to the T.V. series “All In The Family “. There is a big difference, however, Jim (Stephen Payne), is a smart man and has an answer for his liberal teacher son, Seth when they discuss history.

Jim needs a kidney transplant and is in pain constantly. He is a curmudgeon and we find out later in this ninety minute intermissionless play why he is the way he behaves. Jim is a prejudice man and he is steadfast in his beliefs. He is a well read man, not some yokel who hates blindly. Some of his beliefs are deep rooted from his father when Jim was just a boy.

In a split setting, we see Jim’s apartment and two lesbian lovers who have been dating for a few months. The two lovers are opposites in every way. Paula (Jaimi Paige) is caring, care free and warm. Aysha (Faiven Feshazion), is cautious, meticulous and dedicated to her career.

Adam Crinson gives us a wonderful split set up so that we can see the action from both apartments, as well as the two different lifestyles of these Brooklyn neighbors. We feel the love in one apartment with the women, and the tension in the other between father and son. To further seperate the two lives, we have romantic lighting that makes the pleasure and the love of these women more emotional. In Jim’s apartment we see stronger lighting from a man who is always ready to lash out at anybody.

Barbara Erin Delo does a terrific job in the costumes. Jim is old, tired and angry. His clothes reflect that of a man who just wants to die. In Seth, we see more neatly dressed person, that of a man who is a member of the intelligentsia, the liberal elite. From the professional to the casual bed room attire, Paula and Aysha are very much in style and the costumes are as much of play as the dialogue is.

Director Michael Susko keeps “The Bigot ” moving along nicely. A good story written by Gabi and Eva Mor, Susko moves the characters in and out of both love and hate. The tension between all four characters at times hits top gear. Susko is especially good in directing Paula, a women who looks hate right in the eyes and challenges it. Willing to sacrifice just about anything to see the good in eveyone, she seems naive, but she is anything but.

“The Bigot” does many things well. It has a lot of different issues within this melodrama. All the characters have been hurt at some point in there lives. How each person reacts, how each have been shaped by hurt and tragedy is what makes this play so interesting. The Mors take what is a seemingly hopeless situation and take it to a whole new level. The audience sees what exactly bothers Jim and Seth (Dana Watkins). We see the commitment of the women to do a good thing for a tainted man.

Stephen Payne was regal as Jim in his performance. His dialogue with Jaimi Paige made this a sensational, fun show to watch. Whether it was their love for stamp collecting, or that Paige(Paula), wore Payne down and softened him by her goodness and caring. Never knowing where “The Bigot ” was going made it a fun and at times a very funny, ride.

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Home Browse Decisions NY 2017 NY 2017 NY Slip Op 30446(U)

RUTIGLIANO v. LOCANTRO
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Docket No. 654118/2015, Motion Seq. Nos. 001, 002.
View Case Cited Cases
2017 NY Slip Op 30446(U)

JOSEPH RUTIGLIANO, Plaintiff, v. WILLIAM LOCANTRO, ROBERT ROMANOFF, EDM ELECTRICAL CONTRACTORS, INC., BRAVO SALES GROUP, INC., JOHN DOES 1 THROUGH 10, ABC CORPORATIONS 1 THROUGH 10 Defendants.

Supreme Court, New York County.

Motion July 19, 2016.

March 3, 2017.

March 6, 2017.

EILEEN BRANSTEN, Judge.

This matter comes before the Court on Plaintiff-Petitioner’s Petition for dissolution pursuant to Business Corporation Law § 1104-a (Motion Sequence 001), and Defendant-Respondents’ motion to dismiss the Petition pursuant to CPLR §§ 404 and 3211 (Motion Sequence 002). Defendant-Respondents oppose the Petition for dissolution, and Plaintiff-Petitioner opposes the motion to dismiss. For the foregoing reasons, the Court denies Plaintiff-Petitioner’s motion for dissolution. The Court grants, in part, Defendant-Respondents’ motion to dismiss the Petition.

I. Background
The instant Petition arises from a dispute between Plaintiff-Petitioner Joseph Rutigliano (“Rutigliano”) and Defendant-Respondents William Locantro (“Locantro”) and Robert Romanoff (“Romanoff”) regarding ownership and control of Absolute Electrical Contracting of NY Inc., a unionized electrical contracting business (“Absolute” or the “Company”). Plaintiff-Petitioner Rutigliano alleges he holds one-third of all outstanding shares of Absolute, but has been effectively “frozen out” of Absolute through the “oppressive and illegal conduct” of his partners, Locantro and Romanoff. Petition ¶ 1. Rutigliano separately alleges Locantro and Romanoff improperly “diverted Company assets for their own benefit and robbed the Company of corporate opportunities.” Id.

The Petition alleges that, in or about 2006, Rutigliano was approached by Locantro to join Absolute. Petition ¶ 10. At that time, Locantro was the sole owner and officer. Id. When Rutigliano first began working for Absolute, his initial compensation was “base salary plus commissions.” Id. ¶ 12. Rutigliano began taking on more responsibilities at Absolute, eventually taking responsibility for “all of the day-to-day operations of the Company.” Id. ¶ 13.

In mid-2011, Rutigliano and Locantro began negotiating the terms of a shareholder agreement pursuant to which each would own a 50% stake in Absolute. Petition ¶ 15. Soon after, Locantro advised Rutigliano he wanted a childhood friend, Robert Romanoff, to join Absolute as its new Chief Financial Officer and part-owner. Id. ¶ 16.

On January 1, 2012, the parties signed an operating agreement governing the terms of operation and control of Absolute.1 See NYSCEF No. 56, Romanoff Affidavit Exhibit A (the “Operating Agreement”). The Operating Agreement sets forth that Plaintiff-Petitioner Rutigliano, Defendant-Respondent Locantro, and Defendant-Respondent Romanoff were each to possess a one-third ownership stake in Absolute. See Operating Agreement at 4, 28. Locantro and Rutigliano’s initial contributions were valued at $250,000, while Romanoff provided no initial contribution for his ownership stake. See Operating Agreement at 28.

The Petition alleges disagreements between the shareholders arose almost immediately. Petition ¶ 28. For example, the Petition alleges Defendant-Respondent Romanoff quickly fell behind on paying Absolute’s creditors, bounced payroll checks, and generally “could not properly manage the company’s finances.” Id. ¶¶ 28-30. The Petition alleges that, around the same time, Defendant-Respondents began denying Plaintiff-Petitioner access to Absolute’s books and Records. Id. ¶ 30.

The Petition further alleges that, in September 2011, Defendant-Respondents Locantro and Romanoff formed EDM Electrical Contractors (“EDM”) to bid on non-union contracting jobs for which Absolute was not eligible. Petition ¶ 26. To hide EDM’s existence from Plaintiff-Petitioner, Defendant-Respondents formed EDM under the name of the individual Defendant-Respondents’ children. Id. ¶ 26.

The Petition further alleges that by late 2013, Absolute was significantly behind in repaying expenses which Rutigliano had incurred on Absolute’s behalf. Petition ¶ 38. Then on November 2, 2013, Rutigliano was allegedly replaced as president of Absolute without prior notice. Id. ¶ 39. On November 12, 2013, Rutigliano met with Locantro to discuss his concerns regarding Absolute. Id. ¶ 41. Locantro allegedly told Plaintiff-Petitioner he “would pay the $250,000 owed to [Rutigliano] and that the Company would begin paying back all monies owed.” Id.

On or about February 1, 2015, Defendant-Respondent Locantro called a meeting of the three shareholders for February 12, 2015. Petition ¶ 56. At that meeting, Defendant-Respondents Locantro and Romanoff allegedly “proceeded to vote to remove Rutigliano as `managing member’, officer, and `member’ of the Company. Id. ¶ 59. Locantro and Romanoff also “voted to suspend all compensation and other benefits owed to Petitioner.” Id. By email dated March 6, 2015, Romanoff advised Rutigliano his “duties and responsibilities as president, officer, and managing member have been totally removed.” Id. ¶ 61. Defendant-Respondents subsequently “denied Petitioner access to his office and mailed his personal effects to his home.” Id.

At a shareholder meeting held on July 24, 2015, Locantro and Romanoff approved an immediate “capital call” which would require each of the three shareholders, including Plaintiff-Petitioner, to make a capital contribution of $102,550 within four days—by July 28, 2015. Petition ¶ 65. An additional shareholder meeting was held on October 9, 2015 for the purposes of issuing a second capital call. Id. ¶ 68. According to the Petition, Defendant-Respondents issued the capital calls in an improper attempt to dilute Plaintiff-Petitioner’s interest in the company to nothing. Id. ¶ 69.

On December 9, 2015, Plaintiff-Petitioner filed the instant Petition seeking judicial dissolution of Absolute pursuant to Business Corporation Law § 1104-a (Count One). The Petition alleges nine additional causes of action against Defendant-Respondents, including “appointment of a receiver pursuant to Business Corporation Law § 1113” (Count Two); an accounting of Absolute and EDM (Count Three); breach of fiduciary duty (Count Four); breach of contract (Count Five); breach of the duty of good faith and fair dealing (Count Six); Conversion (Count Seven); unjust enrichment (Count Eight); tortious interference with Contract and economic advantage (Count Nine); and promissory estoppel (Count Ten).

II. Standards of Review
A respondent in a special proceeding “may raise an objection in point of law by setting it forth in his answer or by a motion to dismiss the petition, made upon notice within the time allowed for answer.” C.P.L.R. § 404. The purpose of this provision “is to permit a motion to be made on all grounds available in an action under CPLR § 3211.” Bernstein Family Ltd. P’ship v. Sovereign Partners, L.P., 66 A.D.3d 1, 5 (1st Dep’t 2009); see also Langella v. Front Door Associates, Inc., 34 Misc.3d 1212(A) at *1 (Sup. Ct. Suffolk Cty. 2012) (holding a motion to dismiss pursuant to CPLR § 404 “should not involve a contest on the merits of the targeted claims, but instead, should be limited to the assertion of one or more of defenses in bar of the type contemplated by CPLR 3211(a)”).

In considering a motion to dismiss for failure to state a claim under CPLR § 3211(a)(7), the court must “accept the facts as alleged in the complaint as true, accord plaintiffs the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory.” Leon v. Martinez, 84 N.Y.2d 83, 87-88 (1994). While factual allegations contained in a complaint are accorded a favorable inference, bare legal conclusions and inherently incredible facts are not entitled to preferential consideration. Sud v. Sud, 211 A.D.2d 423, 424 (1st Dep’t 1995). The motion will be denied if the factual allegations contained within “the pleadings’ four corners . . . manifest any cause of action cognizable at law.” 511 W. 232nd Owners Corp. v. Jennifer Realty Co., 98 N.Y.2d 144, 151-52 (2002).

Where a motion to dismiss is based on documentary evidence under CPLR § 3211(a)(1), the claim will be dismissed “only where the documentary evidence utterly refutes plaintiff’s factual allegations, conclusively establishing a defense as a matter of law.” Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002); see also Leon v. Martinez, 84 N.Y.2d 83, 87-88 (1994). Thus, courts will not grant dismissal based on documentary evidence where that evidence consists of contractual provisions which are ambiguous as applied, or which are subject to multiple “reasonable” interpretations. Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).

III. Discussion
Defendants move to dismiss the Petition in its entirety pursuant to CPLR § 3211 and § 404 on numerous grounds, including lack of standing, failure to state a claim and documentary evidence. The Court will address each argument separately below.

A. Dissolution of Absolute Pursuant to BCL § 1104-a
Defendant-Respondents argue the Petition’s claim for judicial dissolution of Absolute (Count One) should be dismissed pursuant to CPLR §§ 3211(a)(1) and (7) for lack of standing and for failure to state a claim.

1. Standing
Defendant-Respondents first argue Plaintiff-Petitioner lacks standing to petition for dissolution because he does not meet the threshold ownership requirements set forth by BCL § 1104-a. Def. Mov. Br. at 9-11. Specifically, Defendant-Respondents argue Plaintiff-Petitioner’s initial one-third stake in Absolute was “reduced to zero” due to failure to pay the July and October capital calls. Def. Mov. Br. at 9. In support, Defendant-Respondents rely on the provision of the Operating Agreement governing capital calls, as well as several emails sent by Plaintiff-Petitioner regarding the relevant ownership dispute.2

Under BCL § 1104-a, “the threshold requirement for judicial dissolution is that the shareholder seeking dissolution hold at least 20% of the company’s stock.” Shea v. Hambros PLC, 244 A.D.2d 39, 52-53 (1st Dep’t 1998) (citing BCL § 1104-a). The burden of showing a sufficient ownership interest is on the party seeking dissolution. This burden can be met in several ways, such as showing “the existence of an agreement between parties demonstrating an intent to form a corporation; tax records; as well as the conduct of the parties which may evidence exercise of functions consistent with shareholder status.” Klauss v. MacDonald, 30 Misc.3d 1221(A) at *8 (Sup. Ct. Suffolk Cty. 2011) (citing Estate of Purnell v. LH Radiologists, P.C., 90 N.Y.2d 524, 529 (1997)).

Regarding capital calls made against members of Absolute, section 2.2 of the Operating Agreement states:

No member shall be obligated to make any additional contribution to the Company’s capital without the prior written consent of the Members. In the event any Member shall fail to contribute his full, pro rata share of any additional capital contribution then the Company interests of all Members shall be adjusted to reflect such capital contributions as are actually made.
Operating Agreement at § 2.2. Section 2.2 further indicates that the ownership interest of the member who fails to contribute such additional capital will be diluted by the following formula: “for each $1,000 of the capital call the member does not contribute he will lose.6% of his interest.” Id.

According to Defendant-Respondents, once Plaintiff-Petitioner failed to pay the two capital calls, Section 2.2’s dilution provision kicked in, resulting in the loss of Plaintiff-Petitioner’s entire stake in Absolute. Def. Mov. Br. at 9. However, Plaintiff-Petitioner contends his failure to pay the capital calls had no effect on his ownership stake because Defendant-Respondents Locantro and Romanoff approved the calls without Plaintiff-Petitioner’s consent, and thus failed to obtain “prior written consent of the members” as required by Section 2.2. Pl. Opp. Br. at 10-11. Notably, the parties dispute whether Section 2.2 requires unanimous consent to approve a capital call, or whether Defendant-Respondents’ majority-vote approval was sufficient.

Upon review, the Court concludes the precise meaning of “prior written consent of the members” in Section 2.2 of the Operating Agreement is ambiguous enough to call into question whether the capital calls and resulting dilution of Plaintiff-Petitioner’s ownership stake were permitted under the Operating Agreement. As such, at this early stage of litigation, the Operating Agreement alone is insufficient to “conclusively establish” Plaintiff-Petitioner’s lack of standing to sue for dissolution under BCL § 1104-a. Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).

In further support of the argument that Plaintiff-Petitioner held less than a 20% interest in Absolute at the time the Petition was filed, Defendant-Respondents point to two messages sent by Plaintiff-Petitioner to Defendant-Respondents Locantro and Romanoff after the capital calls were issued. See Def. Mov. Br. at 9-10. In the first, an email dated November 4, 2013, Plaintiff-Petitioner states “it is my belief that we both need to move on in an amicable way.” NYSCEF No. 9, Petition, Exhibit H. In the second, a letter dated April 29, 2015, Plaintiff-Petitioner states “it is clear that I am owed money for my ownership interest in Absolute.” NYSCEF No. 22; Petition, Exhibit U.

However, the Court concludes these statements fail to conclusively show Plaintiff-Petitioner was no longer an Absolute Shareholder at the time the statements were made. While the statements show Plaintiff-Petitioner’s intent to divest himself of his interest in Absolute, the statements also indicate that the parties had not yet followed through on this intent. Thus, at the time they were sent, it appears that Plaintiff-Petitioner still maintained a claim to the one-third ownership stake discussed in those communications. Accordingly, Defendant-Respondents have failed to meet their burden of “conclusively establishing” Plaintiff-Petitioner lacked standing to sue under BCL § 1104-a. Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002); CPLR § 3211(a)(1).

2. Whether the Petition alleges entitlement to dissolution generally
Next, Defendant-Respondents argue Plaintiff-Petitioner has failed to sufficiently allege any of BCL § 1104-a’s prescribed grounds for dissolution.

The statute provides that a petitioner may move for judicial dissolution under one or more of the following grounds:

(1) The directors or those in control of the corporation have been guilty of illegal, fraudulent or oppressive actions toward the complaining shareholders; (2) The property or assets of the corporation are being looted, wasted, or diverted for non-corporate purposes by its directors, officers or those in control of the corporation.
N.Y. Bus. Corp. Law § 1104-a. In this context, “illegal” and “fraudulent” actions take on their generally accepted common law definitions. Matter of Kemp & Beatley, Inc., 64 N.Y.2d 63, 70 (1984). “Oppressive actions” refer to conduct that “substantially defeats the `reasonable expectations’ held by minority shareholders in committing their capital to the particular enterprise.” Id. at 72 (internal citation omitted).

First, Defendant-Respondents argue Plaintiff-Petitioner fails to make a showing of “oppressive actions” because, as a minority shareholder, he could be out-voted in the resolution of all disputes by Defendant-Respondents and thus had no “reasonable expectation” of any particular benefit from his ownership of Absolute. Def. Mov. Br. at 10-11.3

However, as noted above, ambiguity remains as to whether the Operating Agreement required unanimous consent of all members—rather than a simple majority vote—in order to take certain shareholder actions. If the Operating Agreement, in fact, required unanimous consent to issue a capital call, as Plaintiff-Petitioner contends, then Defendant-Respondents’ issuance of the capital call (and subsequent dilution of Plaintiff-Petitioner’s ownership stake) pursuant to a mere majority vote may constitute an improper frustration of Plaintiff-Petitioner’s “reasonable expectations” of membership in Absolute. See Matter of Kemp & Beatley, Inc., 64 N.Y.2d at 70. Accordingly, the Court declines to dismiss the Petition’s allegations of oppressive conduct on these grounds. See Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).4

Second, Defendant-Respondents argue the Petition fails to plead fraud or illegal conduct. To plead a cause of action for common law fraud, the plaintiff must allege a misrepresentation of a material fact, which was known by the defendant to be false and intended to be relied on when made, and that there was justifiable reliance and resulting injury. Braddock v. Braddock, 60 A.D.3d 84, 86 (1st Dep’t 2009). When alleging either fraudulent or illegal conduct under BCL § 1104-a, each element must be pled with particularity pursuant to CPLR § 3016. Id. at 88; Berardi v. Berardi, 108 A.D.3d 406, 407 (1st Dep’t 2013).

In support of the Petition’s allegations of fraud, Plaintiff-Petitioner argues only that Defendant-Respondents’ use of EDM to secretly compete with Absolute “is clearly fraudulent as to Petitioner.” Pl. Opp. Br. at 18. Upon review, however, the Court concludes the Petition’s allegations relating to Defendant-Respondents’ creation and operation of EDM sound in breach of fiduciary duty, not fraud. See, e.g., Burkhart, Wexler & Hirschberg, LLP v. Liberty Ins. Underwriters, 19 Misc.3d 1112(A) at *8 (Sup. Ct. Nassau Cty. 2008), aff’d sub nom. Burkhart, Wexler & Hirschberg, LLP v. Liberty Ins. Underwriters, Inc., 60 A.D.3d 884 (2nd Dep’t 2009) (finding allegations of a firm pursuing interests in competition with its client sounded in breach of fiduciary duty). Accordingly, Count One is dismissed without prejudice to the extent it is premised on allegations of fraudulent conduct by Defendant-Respondents.

Regarding allegations of Defendant-Respondents’ “illegal” conduct, Plaintiff-Petitioner argues the alleged conduct violated tax laws and labor laws, including the National Labor Relations Act (“NLRA”). Pl. Opp. Br. at 18. Plaintiff-Petitioner points to Defendant-Respondents’ alleged comingling of Absolute’s “union shop” labor pool with EDM’s non-union labor pool as a potential violation of the NLRA. Id.

However, Plaintiff-Petitioner does not indicate the specific NLRA provisions or tax laws allegedly violated by such conduct, and the Court will not imply a violation of law where none is explicitly set forth in the Petition or accompanying briefing. Berardi, 108 A.D.3d at 407 (requiring misconduct presented as the basis for a dissolution motion to be alleged with specificity). Accordingly, the claim for dissolution is dismissed without prejudice to the extent it is premised on allegations of illegal conduct by Defendant-Respondents.5

B. Appointment of a Receiver Pursuant to BCL § 1113
Defendant-Respondents argue Plaintiff-Petitioner has failed to state a claim for entitlement to a receiver pursuant to BCL § 1113. Def. Mov. Br. at 12-13.

Under BCL § 1113, the Court may, at its discretion, appoint a temporary receiver for the purpose of “preserving the property and carrying on the business of the corporation” during the pendency of litigation. BCL § 1113. To show entitlement to a temporary receiver, the movant must show, by clear and convincing evidence, the non-movant’s continued control of the corporation in question would result in “irreparable loss or material injury to the corporation or its assets.” McBrien v. Murphy, 156 A.D.2d 140, 140 (1st Dep’t 1989); see also In re Judicial Accounting of Sakow, 280 A.D.2d 378, 378 (1st Dep’t 2001), aff’d sub nom. In re Sakow, 97 N.Y.2d 436 (2002).

It is well established that courts are to exercise “extreme caution” in appointing a temporary receiver, “because such appointment results in the taking and withholding of possession of property from a party without an adjudication on the merits.” Hahn v. Garay, 54 A.D.2d 629, 629-30 (1st Dep’t 1976). Thus, where the movant can obtain complete relief for alleged harm to the corporation through further judicial proceedings in a dissolution action, a request for a temporary receiver will be denied. See McBrien 156 A.D.2d at 140; see also In re Harrison Realty Corp., 295 A.D.2d 220, 220-21 (1st Dep’t 2002) (denying request for temporary receiver in dissolution action where alleged harm to the subject corporation “would be properly addressed in the final accounting submitted to the court in the course of effecting the dissolution”).

The Court concludes Plaintiff-Petitioner fails to establish entitlement to a temporary receiver because the Petition and accompanying papers are devoid of allegations of irreparable loss to the corporation. In opposition to the instant motion to dismiss, Plaintiff-Petitioner argues that Defendant-Respondents “grossly mismanaged” Absolute and engaged in self-dealing at Plaintiff-Petitioner’s expense. Pl. Opp. Br. at 21. Plaintiff-Petitioner further cites to the alleged capital calls as evidence of Absolute’s resulting insolvency. Id. However, as noted above, allegations of corporate wrongdoing such as mismanagement or self-dealing are insufficient to warrant the appointment of a temporary receiver where such harms can be remedied by a monetary award at the conclusion of a dissolution action. See In re Harrison Realty Corp., 295 A.D.2d 220, 220-21 (1st Dep’t 2002).

Furthermore, while the alleged capital calls may be indirect evidence of Absolute’s financial distress, the Petition fails to sufficiently allege Absolute is in any danger of insolvency or financial collapse. See, e.g., Petition ¶ 70 (alleging Absolute’s operation continues, albeit to the detriment of Plaintiff-Petitioner). Thus, each of the harms alleged in the Petition may properly be addressed at the conclusion of instant dissolution proceeding, and the appointment of a temporary receiver is not warranted. See In re Harrison Realty Corp., 295 A.D.2d at 220-22. Count Two is therefore dismissed with prejudice.

C. Whether Counts Three through Ten Were Properly Brought as Direct Rather than Derivative Claims
In Counts Three through Ten, Plaintiff-Petitioner alleges a series of common law claims arising from the same set of facts as his claim for statutory dissolution. Each of these Counts, alleging various harms committed by Locantro, Romanoff, EDM and related entity “Bravo Sales Group,” is asserted on behalf of Plaintiff-Petitioner as an individual.

A corporate shareholder has no individual cause of action for a wrong against the corporation, even if the shareholder loses the value of his investment or incurs personal liability as a result of the wrong. Abrams v. Donati, 66 N.Y.2d 951, 953 (1985). Significantly, “the fact that a corporation is closely held and the defendant fiduciaries own a large share does not provide a basis for departure from the [general rule] that the claim be brought derivatively.” Fisher v. Big Squeeze (N.Y.), Inc., 349 F.Supp.2d 483, 488 (E.D.N.Y. 2004) (citing Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999)).

The Court of Appeals has recognized three exceptions to this rule: a shareholder may sue in his individual capacity for a wrong against the corporation where (1) the plaintiff sustained a loss disproportionate to that sustained by the corporation; (2) the defendants breached a duty to the plaintiff independent of any duty owed to the corporation; or (3) the plaintiff will be unable to enforce his contractual rights against the corporation in the event that the corporation is made whole through a derivative action. Abrams, 66 N.Y.2d at 954.

A corporate shareholder may bring a direct (as opposed to derivative) action for harm suffered to the shareholder individually where “he or she can prevail without showing an injury to the corporation.” Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012). However, “even if some of plaintiffs’ claims were direct, a complaint the allegations of which confuse a shareholder’s derivative and individual rights will . . . be dismissed.” Id. at 115 (internal quotation marks omitted) (citing Abrams v Donati, 66 N.Y.2d 951, 953 (1985)). And furthermore, because the direct or derivative nature of a claim is a matter of standing, a claim is subject to sua sponte dismissal where it is improperly brought as a direct action against corporate managers. See Stark v. Goldberg, 297 A.D.2d 203, 204 (1st Dep’t 2002) (“standing goes to the jurisdictional basis of a court’s authority to adjudicate a dispute”).

Below, the Court will address whether Counts three through ten were appropriately pled on behalf of Plaintiff-Petitioner as an individual.6

1. Counts Three (accounting) and Four (breach of fiduciary duty)
Counts Three and Four allege harm against Absolute itself. For example, Count Three alleges that “monies earned by EDM7 should properly have been paid to Absolute” because “Respondents formed EDM to engage in secret competition with Absolute.” Petition ¶ 89. Count Four similarly alleges that Defendant-Respondents diverted Absolute’s assets and engaged in secret competition between Absolute and EDM. Petition ¶ 95. Thus, while Plaintiff-Petitioner may have been harmed by Defendant-Respondents’ actions, it is clear that this harm was suffered “derivatively” through Plaintiff-Petitioner’s stake in Absolute.

Plaintiff-Petitioner’s argument that “there are only three shareholders of the Company and, with the exception of Petitioner, all other shareholders engaged in the misconduct complained of” does not save these claims from dismissal. Pl. Opp. Br. at 24. As noted above, the fact that Defendant-Respondents control a majority of Absolute does not change the fact that the claims for harm against Absolute belong to the corporation. See Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999) (“Even where the corporation is closely held, and the defendants might share in the award, the claims belong to the corporation”).

Accordingly, the Court concludes the Petition’s claims for an accounting and breach of fiduciary duty were improperly pled on behalf of Plaintiff-Petitioner as an individual. See id. Counts Three and Four are therefore dismissed without prejudice.

2. Count Five (Breach of Contract)
Count Five premises its breach of contract allegations on two independent bases. First, Plaintiff-Petitioner alleges that Defendant-Respondents breached certain provisions of the Operating Agreement, including the “non-disclosure provision,” and the “non-compete provision.” Pl. Opp. Br. at 29. Plaintiff-Petitioner argues that Defendant-Respondent Romanoff similarly breached the Operating Agreement by “failing to provide short term working capital loans,” by competing against Absolute through doing work for EDM, and failing to reimburse members’ monthly expenses. Id.

Second, the Petition alleges that, after the Operating Agreement was signed, Defendant-Respondent Locantro entered into an oral agreement to purchase a portion of Plaintiff-Petitioner’s interest in the company for $250,000. Petition ¶¶ 31, 41. Specifically, the Petition alleges that in September 2012, Locantro “agreed to purchase a significant portion of Petitioner’s interest in the Company for $250,000.” Id. ¶ 31. The Petition further alleges that in November 2013, Locantro again promised Plaintiff-Petitioner he would pay $250,000 for a portion of his ownership interest, and “the Company would begin paying back all monies owed.” Id. ¶ 41.

Upon review, the Court determines these allegations combine both direct and derivative claims against Defendant-Respondents Locantro and Romanoff. For example, allegations that Defendant-Respondents breached the non-compete provision of the Operating Agreement by operating EDM in competition with Absolute are directed to harms suffered by the corporation. However, allegations that Locantro breached a separate agreement by failing to pay Plaintiff-Petitioner $250,000 for his interest in Absolute plead a wrong to Plaintiff-Petitioner himself. As such, the Court concludes that Count Five impermissibly confuses Plaintiff-Petitioner’s individual and derivative rights. Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012). Count Five is therefore dismissed without prejudice.

3. Counts Six through Ten (Breach of the Duty of Good Faith and Fair Dealing, Conversion, Unjust Enrichment, Tortious Interference with Contract, and Promissory Estoppel)
Counts Six through Ten, alleged on behalf of Plaintiff-Petitioner as an individual, similarly combine and confuse Plaintiff-Petitioner’s individual and derivative rights. For example, Count Six (breach of the duty of good faith and fair dealing) alleges harms caused directly to Plaintiff-Petitioner by, among other things, Defendant-Respondents’ refusal to provide Plaintiff-Petitioner with access to Absolute’s books and records. See Roy v. Vayntrub, 15 Misc.3d 1127(A) at *4 (Sup. Ct. Nassau Cty. 2007) (finding that claim premised on denial of access to corporate books and records was personal to individual shareholders); see also Wallace v. Perret, 28 Misc.3d 1023, 1032 (Sup. Ct. Kings Cty. 2010) (same).

However, Count Six also appears to allege claims which must be pled derivatively on behalf of Absolute, such as Defendant-Respondents’ improper increase of Absolute’s debt load. See In re Harrison Realty Corp., 295 A.D.2d at 220-21 (noting shareholders have no individual cause of action for corporate mismanagement).

Similarly, Counts Seven (conversion) and Eight (unjust enrichment) allege misuse of Corporate assets on behalf of Plaintiff-Petitioner, though such claims belong in the first instance to Absolute itself. Id. Count Nine (tortious interference with contract) alleges harm to Plaintiff-Petitioner resulting from contracts between Absolute and its clients to which Plaintiff-Petitioner was not a party, creating a purely derivative cause of action. See Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999) (holding that claims for wrong to corporation must be brought derivatively, even if individual shareholders may suffer damages as a result). Count Ten (promissory estoppel) improperly combines allegations of direct harm to Plaintiff-Petitioner’s equity stake with allegations of derivative harm resulting from Defendant-Respondents’ looting of Absolute. See Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012) (holding that claims which confuse direct and derivative rights must be dismissed). As such, Counts Six through Ten are dismissed without prejudice.

IV. Conclusion8
Based on the foregoing, Defendant-Respondents’ motion to dismiss is the Petition is granted in part and denied in part. Plaintiff-Petitioner’s motion for dissolution is denied without prejudice.

Accordingly, it is

ORDERED that Count One is dismissed without prejudice to the extent it alleges fraudulent or illegal conduct by Defendant-Respondents; Count Two is dismissed with prejudice; and Counts Three through Ten are dismissed without prejudice; and it is further

ORDERED that Plaintiff-Petitioner’s motion for dissolution is denied without prejudice; and it is further

ORDERED that counsel are directed to appear for a preliminary conference in Room 442, 60 Centre Street, on April 24, 2017 at 10:00 A.M.

FootNotes

1. Notably, the Petition alleges the parties signed a similar operating agreement several months earlier on October 1, 2011. Petition ¶ 18. However, all parties are in agreement that the January 1, 2012 Operating Agreement has been the controlling document in this case since its inception. See Romanoff Affidavit ¶ 3; Rutigliano Affidavit ¶ 3; Pl. Reply Br. at 2 n.7 (“Petitioner does not dispute that the 2012 agreement controls”).
2. Because Defendant-Respondents’ standing argument relies entirely on such documentary evidence, the Court will apply 3211(a)(1)’s documentary evidence standard here. Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002).
3. In making this argument, Defendant-Respondents rely entirely on the provisions of the Operating Agreement governing shareholder voting. As such, the Court will apply 3211(a)(1)’s documentary evidence standard here. See Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002).
4. Plaintiff-Petitioner also alleges numerous additional “oppressive actions” by Defendant-Respondents, including his termination from employment with Absolute, Defendant-Respondents’ refusal to reimburse loans and other expenses incurred on behalf of Absoute, and cutting off access to company information. See Pl. Opp. Br. at 19. However, as with the Petition’s claims of “oppressive acts” premised on the two capital calls, a determination as to whether these additional actions constitute “oppressive acts” turns on whether such shareholder actions required prior unanimous consent of the shareholders. Because, as discussed above, this determination requires a more developed factual record, consideration of these allegations is premature at this early stage of the proceeding.
5. While the majority of Plaintiff-Petitioner’s claim for dissolution survives the instant motion to dismiss, the above analysis nonetheless indicates that outstanding issues of fact must be resolved through further proceedings before entitlement to dissolution can be determined. For this reason, the Court denies Motion Sequence 001, through which Plaintiff-Petitioner moves for the ultimate relief sought in Count One of the Petition—namely, the dissolution of Absolute. This dismissal is without prejudice to Plaintiff-Petitioner’s right to continue prosecuting this special proceeding for dissolution to its ultimate conclusion.
6. For clarity, the Court has divided its analysis of Counts Three through Ten into three discreet sections: Counts Three and Four; Count Five; and Counts Six through Ten.
7. As noted above, EDM Electrical Contractors was allegedly formed by Defendant-Respondents Locantro and Romanoff in September 2011 to improperly compete with Absolute. Petition ¶ 26.
8. Defendant-Respondents also argue the Petition’s dissolution and non-dissolution claims should be severed. (Def. Mov. Br. at 7-9). The Court need not address this argument, as all non-dissolution claims have been dismissed (albeit without prejudice). However, should the Court have reached this argument, the Court would likely have rejected it and determined that the Petition’s dissolution and non-dissolutions claims are interrelated enough to warrant such joint pleading. See Edmonds v. Amnews Corp., 224 A.D.2d 358, 358 (1st Dep’t 1996) (concluding that dissolution and non-dissolution claims were properly pled together where such claims were “inextricably intertwined”).

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Bill on Fri Apr 20 2018 commented:
Bob you stoop real low even low for you to put this up and making it seem like Russ sent it. You are the thief as proven in court. Russ and I are still very much friends. Sorry you couldn’t break up that !
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When A Businessman Runs Washington DC.

Robert Massimi.
Numbers don’t lie.as Democrats look to take down the president, Americans are enjoying economic growth and rewards. If the Democrats don’t realize that it’s the economy stupid, the. They are really dumb.
These numbers do not lie ans tell a clear story as to how strong we are right now. Rolling back regulations and making it easier to navigate a business is a sure fire way to having a strong economy.
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Jobs surge in April, unemployment rate falls to the lowest since 1969
PUBLISHED 4 HOURS AGO UPDATED AN HOUR AGO
Jeff Cox
@JEFFCOXCNBCCOM
KEY POINTS
The U.S. added 263,000 new hires in April, easily beating Wall Street expectations of 190,000.
The unemployment rate fell to 3.6% vs. 3.8% expected and the lowest since December 1969.

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VIDEO01:32
US added 263,000 jobs in April, vs 190,000 expected
The U.S. jobs machine kept humming along in April, adding a robust 263,000 new hires while the unemployment rate fell to 3.6%, the lowest in a generation, the Labor Department reported Friday.

Nonfarm payroll growth easily beat Wall Street expectations of 190,000 and a 3.8% jobless rate.

Average hourly earnings growth held at 3.2% over the past year, a notch below Dow Jones estimates of 3.3%. The monthly gain was 0.2%, below the expected 0.3% increase, bringing the average to $27.77. The average work week also dropped 0.1 hours to 34.4 hours.

Unemployment was last this low in December 1969 when it hit 3.5%. At a time when many economists see a tight labor market, big job growth continues as the economic expansion is just a few months away from being the longest in history.

The unemployment rate for Asians fell sharply, plunging from 3.1% to 2.2%.

While last month’s slump in the jobless rate came with strong increase in hiring, it also was helped along by a sharp decline in the labor force of 490,000. That brought the labor force participation rate down to 62.8%, exactly where it was a year ago.

A broader unemployment gauge that includes those who have quit looking for jobs as well as the underemployed held at 7.3%, where it has been since February.

Those counted as not in the labor force surged by 646,000 to a fresh high of 96.2 million.

“Leaving aside month-to-month fluctuations, the labor market is still very strong, adding almost double the number of workers needed to keep pace with new entrants to the labor force in any given month,” said Eric Winograd, AllianceBernstein’s senior economist. “Wages may have been slightly tepid this month relative to expectations but are still growing at just about the highest rate this cycle, and the unemployment rate is at multi-generational lows.”

The level of unemployed people plunged by 387,000 in April, bringing the total level to 5.8 million. However, the ranks of the employed also declined by 103,000, according to the Labor Department’s household survey.

Professional and business services led job creation with 76,000 new positions. Construction added 33,000, bringing to 256,000 the total new jobs created in the field over the past year.

Health care rose by 27,000, bringing its 12-month total to 404,000, while financial positions increased by 12,000, rounding out an increase of 111,000 in the 12-month period thanks largely to growth in real estate and rental and leasing.

Social assistance increased by 26,000, while manufacturing added 4,000.

Retail, whose fortunes have fluctuated in recent months, saw a loss of 12,000 jobs.

Previous months saw net upward revisions, with February going from a scant 33,000 growth to 56,000, though March’s total was reduced to 189,000 from 196,000, for a net gain of 16,000. Year to date, job gains have averaged 205,000 a month.

Employment report: payrolls
Monthly change, seasonally adjusted, in thousands
Jan ’18
Jan ’19
Jul ’18
0
100
200
300
400
Source:BLS
April’s big increase comes amid a mostly positive backdrop of economic data.

GDP increased 3.2% during the first quarter, far exceeding expectations, while productivity during the quarter jumped 3.6% for its best gain in five years. Pending home sales rose 3.8% in March, providing some hope in the real estate market so long as rates are held in check.

Earlier this week, the Federal Reserve held the line on its benchmark interest rate, characterizing economic growth as solid even as inflation remains tame. The central bank watches metrics like the nonfarm payrolls report closely for clues both on job creation and wage pressures.

Fed Chairman Jerome Powell said current indications point to a prolonged period of holding pat on increases or decreases in rates. President Donald Trump has said he wants the Fed to cut rates by a full percentage point.

Correction: An initial headline misstated the number of jobs that the Labor Department said was created in April. It was 263,000.

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Nancy Pelosi is a Hypocrite.

Robert Massimi.
Where was her outrage when Eric Holder was called to testify? What about Hillary Clinton? Nancy Pelosi is such a phoney. AGBarr was forthcoming, unlike Holder, Lynch, Rice and Clinton. The Democratics have made such idiots out of themselves the last two plus years.
Grandstanding, the Democrats still dont realize that it’s the economy stupid.the Democrats appear like babies on Capitol hill, whiny little babies.
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Speaker Pelosi accuses Attorney General William Barr of committing a crime: ‘He lied to Congress’
PUBLISHED 5 HOURS AGO UPDATED 2 HOURS AGO
Jacob Pramuk
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KEY POINTS
House Speaker Nancy Pelosi says Attorney General William Barr “lied to Congress.”
She says misleading lawmakers would be a “crime” if anyone else did so.
A Justice Department spokeswoman calls Pelosi’s comments “reckless, irresponsible and false.”

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Pelosi responds to Barr testimony: He did not tell the truth to Congress
House Speaker Nancy Pelosi on Thursday accused Attorney General William Barr of committing a crime by lying to Congress about Robert Mueller’s report and Mueller’s issues with how Barr has characterized the special counsel’s findings.

“What is deadly serious about it is the attorney general of the United States of America is not telling the truth to the Congress of the United States. That’s a crime,” the California Democrat told reporters.

Pressed again about the accusation, Pelosi said, “He lied to Congress. If anybody else did that, it would be considered a crime. Nobody is above the law.” Asked whether Barr should go to jail, the speaker responded that “there’s a process involved here.”

In a statement in response, Justice Department spokeswoman Kerri Kupec said Pelosi’s “baseless attack on the Attorney General is reckless, irresponsible and false.”

Pelosi’s comments appeared to reference answers Barr gave during House testimony last month. Lawmakers asked him about reported frustrations Mueller’s team had with a summary the attorney general wrote about the special counsel’s report.

Barr said he was not aware of concerns the Mueller team had about his summary. But news reports revealed this week that Mueller had written a letter to Barr expressing concerns about how the attorney general depicted the “substance” of the report — before the attorney general testified.

Here is the exchange from an April 9 hearing that apparently sparked Pelosi’s accusation.

Rep. Charlie Crist, D-Fla.: “Reports have emerged recently, general, that members of the special counsel’s team are frustrated at some level with the limited information included in your March 24 letter. … Do you know what they are referencing with that?”

Barr: “No, I don’t. I think I think, I suspect that they probably wanted more put out, but in my view I was not interested in putting out summaries.”

The comment from the highest-ranking Democrat in the country intensifies the party’s criticism of the top U.S. law enforcement official. While Pelosi and Senate Minority Leader Chuck Schumer have accused Barr of protecting Trump and having a conflict of interest, neither lawmaker has previously gone as far as alleging a crime.

Pelosi has so far resisted calls to impeach the president, which have intensified following the release of Mueller’s redacted report. Schumer, meanwhile, is writing a letter to Barr questioning the attorney general’s views on executive power, particularly his suggestion that a president could end an investigation if they feel they are falsely accused, NBC News reported. The senator wrote that “if these views are truly your views, you do not deserve to be Attorney General.”

Democrats want Mueller to testify publicly and have questioned why the Justice Department decided not to charge the president with obstructing justice by trying to influence Mueller’s investigation. While Mueller’s report declined to say whether Trump obstructed justice, he also noted that the report did not “exonerate” Trump. It also set out a detailed case for Congress to potentially investigate the president for obstruction.

Pelosi’s remarks Thursday follow a House Judiciary Committee hearing that Barr decided not to attend. The panel’s chairman, Democratic Rep. Jerry Nadler of New York, threatened to hold the attorney general in contempt of Congress if he does not give access to Mueller’s full, unredacted report on the Russia probe.

Barr repeatedly defended Trump during a Senate Judiciary Committee hearing on Wednesday. The president has contended Mueller’s investigation fully exonerates him on both questions of whether he obstructed justice and whether his campaign coordinated with Russian efforts to influence the 2016 election. Trump repeatedly described the investigation as a “witch hunt” and has since falsely called the probe a “coup.”

This week’s events have escalated a partisan battle over congressional witnesses who have testified about the investigation and the president’s conduct. Democrats shot down a GOP resolution Wednesday to refer Trump’s former lawyer and fixer Michael Cohen to the Justice Department for accusations of lying to Congress in February.

— CNBC’s Kevin Breuninger and Dan Mangan contributed to this report

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