A member of a White Plains mortgage company is asking a court to dissolve the business because his partners have allegedly frozen him out and the president is wasting assets by using the business as a sexual playground.
Julio A. Salazar Jr., who was CFO and co-founder of RealFi Home Funding Corp., sued the firm on March 17 in Westchester Supreme Court to protect assets and prevent looting.
The “majority shareholders have made improper loans to themselves, paid personal expenses from corporate funds and paid excessive dividends to themselves,” Salazar claims, and wasted assets as exemplified by the president”™s “pursuit of female employees.”
RealFi compliance officer Stephen Florek characterized Salazar”™s accusations as defamatory and as a “misguided effort to coerce RealFi into paying a higher price to buy out his minority interest in the company.”
He said RealFi has severed its relationship with Salazar and “looks forward to completing the acquisition of Mr. Salazar”™s shares and closing the book on his past involvement with the company.”
The company was formed in 2000 as Residential Home Funding Corp. and changed its name last year to RealFi. It employs about 400 people and operates in 13 states.
Salazar owns 24.5% of the shares. The other partners are Roberto Lupi, the president, Jodi Mosiello and John Lettera.
As chief financial officer, Salazar was paid $200,000 annually plus a share of profits.
But beginning last September, he claims, his partners began freezing him out. His salary was stopped, he did not receive his share of $200,000 in dividends and he was excluded from corporate decisions.
On March 2 he was notified that the annual meeting would be held the next day, he said, instead of receiving at least 10 days notice as required by the bylaws. He did not attend.
All partners must be present at the annual meeting to establish a quorum, the petition states, and must unanimously agree on changes to bylaws.
Having called a meeting that did not have a quorum, Salazar charges, his partners adopted resolutions that changed a quorum to a majority and no longer required a unanimous vote to change bylaws.
The partners scheduled another meeting to eliminate unanimous votes for removal of officers, firing employees and considering “the employment of Julio A. Salazar Jr.”
Their actions, he alleges, were a “thinly veiled attempt by the majority shareholders to sidestep the bylaws, deny Salazar any interest or voice in the corporation and strip Salazar of all his shareholder rights.”
Salazar also alleges that Lupi charged the company $25,000 to $40,000 a month in 2017 on lunches, trips to New York City, and luxury gifts for a female employee. The employee”™s salary was $115,000 but Lupi allegedly directed that she be paid $360,000.
Salazar also accuses Lupi of withdrawing $250,000 in cash in 2017 for himself.
Last year, according to the petition, RealFi hired Biagio Maffettone as director of sales, even though he is “not permitted to work in banking because of an ongoing litigation matter.”
The petition does not identify the matter. But last May, the U.S. Office of the Comptroller of the Currency accused Maffettone of soliciting and receiving $50,000 in kickbacks, from 2017 to 2018, from a loan officer who worked with him at Citizens Bank. The agency proposed a $150,000 penalty.
Maffettone’s attorney, William F. Dahill, said Salazar’s allegation is false.
“Biagio is not precluded from working in the banking industry, and he is licensed in good standing in New York and New Jersey,” Dahill stated in a letter. “Any statement to the contrary is a malicious falsehood.”
Salazar is asking for a court order to dissolve the corporation, account for funds, wind up business affairs, liquidate assets and distribute the proceeds to the shareholders.
Florek, RealFi”™s attorney, said the company will deal with Salazar”™s allegations “in a separate action.”
Manhattan attorneys Jonathan M. Davidoff and Glen A. Kendall represent Salazar.
