The amended complaint, which was filed on Dec. 22 at New York State Supreme Court, claims that in December 2001, Private executed a note for $4 million and agreed to repay Commerzbank, a stock corporation, the full amount including interest.
At the same time, Slingsby, a shell corporation Consipio claims was formed by Private Media chairman and CEO Berth Milton to handle his personnel assets and is “nothing more than Milton’s alter ego,” executed a shareholder guaranty as well as a pledge agreement, guaranteeing payment of all of Private’s obligations.
The amended complaint claims that Private and Slingsby failed to pay any portion of the amount due under the note by March 2003.
In April 2003, Commerzbank sold the note to Consipio, which also purchased all of Commerzbank’s rights under the guaranty and note documents.
Both Consipio and Private entered into an agreement to modify the note, extending its maturity date to April 2008.
When the maturity date arrived, Private refused to pay the remaining balance on the note, which is currently in default, according to the amended complaint.
Since then, Consipio has demanded that Slingsby and Private cooperate with Consipio to register 1.65 million shares of the 5.6 million shares of common stock pledged by Slingsby as collateral.
“Consipio holds a certificate registered to Slingsby for said 1.65 million shares, but Slingsby, Miton and Private have impeded Consipio’s ability to register said shares in Consipio’s name,” the complaint said.
Consipio claims it has suffered injury and seeks compensatory damages, interest, costs and other fees to be determined at trial.