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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK


----------------------------------------X
WILLIAM MARTIN JOEL p/k/a BILLY         :
JOEL and ELECTRIC COMPANY               :
PRODUCTIONS, INC.,                      :
          Plaintiffs,                   :
                                        :
-against-                               :
                                        :
FRANCIS X. WEBER a/k/a FRANK WEBER      :
and FRANK MANAGEMENT, INC., et al.,     :
          Defendants.                   :
----------------------------------------X

Index No. 20702/89

STATE OF NEW YORK )
COUNTY OF NEW YORK)

IAS Part 19
(Hon. Edward H. Lehner)

AFFIDAVIT OF LEONARD
M. MARKS IN SUPPORT
OF MOTION TO
DISCONTINUE ACTION

LEONARD M. MARKS, being duly sworn, deposes and says:

 1. I am a member of the firm of Gold, Farrell & Marks, attorneys
for plaintiffs in this action. I submit this affidavit in
support of plaintiffs' motion pursuant to CPLR 3217(b) for an
order discontinuing without prejudice the above-captioned action
against the three remaining defendants. The Court's
determination of this motion requires a full and accurate
summation of the extensive and acrimonious litigations that Mr.
Joel has endured for over five years.

 Preliminary Statement

 2. Plaintiffs are moving to discontinue this lawsuit because
settlement agreements, which this Court has long encouraged the
parties to make, have been reached with every party except three
defendants, Richard London, The Cash Digest Company, Ltd., and
Loco Productions, Inc. (the "London defendants"), none of whom
has any material assets.

 3. Although plaintiffs believe that they have meritorious claims
against the London defendants, through discovery and motion
practice plaintiffs have ascertained that none has sufficient
assets or resources to satisfy judgments that could be entered
against them if litigation were to proceed. As such, plaintiffs
seek to end this litigation and stop expending the time, costs
and resources required to pursue the sole remaining, and
relatively minor, piece of this five-year old pending lawsuit.

 4. Plaintiffs previously sought to obtain the same
discontinuance that plaintiffs seek through this motion by
entering into a stipulation with the London defendants. However,
the London defendants refused to agree and, even though they do
not have a single pending counterclaim against plaintiffs in
this lawsuit, through their representatives, have asked for
substantial sums from Mr. Joel in order to resolve this case.

 5. To appreciate why it is particularly appropriate for this
litigation to be discontinued now, it is important to place in
context the events that have transpired since Mr. Joel
terminated Frank Weber as his manager and severed his relation
with Messrs. Weber and London, Frank Management and a host of
Weber-related companies and Weber in late 1989. In the aftermath
of Weber's termination, there have been no less than eight
separate litigations, including two major lawsuits that Mr. Joel
has brought in this Court against a total of 37 defendants. Mr.
Joel has recovered millions of dollars on his claims and has
eliminated forever Frank Management's and Weber's Bankruptcy
Trustee's claims for commissions totalling as high as
$15,000,000.

 6. These results did not come easily. Mr. Joel has engaged in
litigation not only in New York, but also in the state courts of
Virginia and Georgia (where he successfully caused the dismissal
of claims brought by Weber) and in Bankruptcy Courts in
Virginia, Washington and New York. These various proceedings
have involved dozens of motions, dozens of depositions, hundreds
of interrogatories, and hundreds of thousands of documents.
After all of this litigation, there is no reason to require
plaintiffs to continue this litigation against the three
remaining, essentially assetless, defendants, none of whom has
any pending claims whatsoever against plaintiffs in this
lawsuit. The only claim against plaintiffs that they ever
asserted, for defamation, was entirely dismissed by the Court at
the pleading stage.

 7. A discontinuance will also eliminate the need to resolve the
London defendants' recently asserted indemnification cross-
claims, which they have brought against Weber, Frank Management
and eleven other defendants with whom plaintiffs have already
reached settlements. The London defendants' effort to expand
this litigation at this stage of the proceedings is outrageous.

 8. Equally indefensible is the London defendants' refusal to
provide any discovery in the nearly two months that have passed
since the Court ordered them to respond to interrogatories and
produce documents called for by discovery requests plaintiffs
served six months ago. As discussed in detail below, the London
defendants' disregard for their discovery obligations in this
lawsuit has forced plaintiffs to make repeated motions to compel
discovery in order to obtain the most basic discovery, including
Mr. London's own deposition. Accordingly, in addition to
plaintiffs' request for relief under CPLR 3217(b), plaintiffs
also request that the London defendants' answer be stricken and
a default judgment entered against them under CPLR 3126(3) for
their failure to comply with this Court's Order of January 20,
1995.

 9. In addition to the foregoing, the continuing false and
misleading statements that the London defendants and some of the
other former defendants have made about Mr. Joel and the
resolution of claims that he has asserted constitutes another
reason to put a stop to this litigation and correct the record.

 10. If this case is not discontinued, its trial would likely
take more than two months and involve the testimony of dozens of
witnesses. Among the causes of action that plaintiffs have
asserted against Mr. London are claims that he aided and abetted
Weber's and FMI's frauds and breaches of fiduciary duty over a
nine-year period. Plaintiffs' proof of these claims alone will
involve the introduction of evidence of both Mr. London's
assistance and Weber's and FMI's frauds and fiduciary duty
breaches during the entire period of Weber's management of Mr.
Joel. Under the circumstances, there is no reason to hold such a
lengthy trial against these three essentially assetless
defendants.

 Procedural Background

 11. This lawsuit was commenced on or about September 25, 1989,
when plaintiffs served a summons and complaint on Richard
London, The Cash Digest Company, Ltd., and Loco Productions,
Inc. (collectively, the "London defendants"), and on 28 other
defendants, including Weber and FMI. Through this action,
plaintiffs have not only stopped, but have also reversed the
financial ruin that faced Mr. Joel before he terminated Weber.

 12. Plaintiffs brought this action to recover damages for, inter
alia, fraud and breach of fiduciary duty and to obtain a
declaratory judgment that a Management Agreement between Mr.
Joel and defendants Frank Weber ("Weber") and his wholly owned
company Frank Management, Inc. ("FMI") was properly terminated
for cause. Mr. Joel terminated the Management Agreement just as
Weber was about to obligate Mr. Joel on an additional $6 million
loan which undoubtedly would have only added to the spiraling
financial ruin Weber and the other defendants were causing Mr.
Joel.

 13. As detailed in the Fifth Amended and Supplemental Complaint
(the "Complaint"), which is attached hereto as Exhibit A, from
the onset of the management relationship between Mr. Joel and
Weber/FMI in 1980, and continuing without interruption until Mr.
Joel fired them in 1989, Weber was a fiduciary who abused his
position of trust and confidence as Mr. Joel's manager to
further Weber's interests, and Mr. London participated in this
wrongdoing. Among other things, Weber was charged with (i)
misappropriating to himself and his wife hundreds of thousands
of dollars of Mr. Joel's money as so-called "interest free
loans", without Mr. Joel's authorization or consent, and failing
to repay such sums, (ii) repeatedly using Mr. Joel's funds as a
source for unrepaid, so-called "loans", aggregating well over
$1,000,000, to partnerships and companies in which Weber had
invested Mr. Joel's funds and in which Weber or his companies
had interests as either a general or limited partner or
stockholder, and (iii) using millions of dollars of Mr. Joel's
funds as a source of funding for Weber personally and for
numerous Weber-controlled partnerships and companies (including
various companies in which Mr. London himself had an ownership
interest). Messrs. London and Weber were charged with failing to
disclose and actively concealing these abuses from Mr. Joel
through systematic nondisclosures and misrepresentations.

 14. The gravamen of the complaint against Mr. London is, inter
alia, that he breached fiduciary duties that he owed to Mr.
Joel, that he aided and abetted Weber's wrongdoing, and that he
received a fraudulent conveyance of, and participated in the
conversion of, Mr. Joel's partnership distributions.

 15. Defendants in the Weber action resisted discovery, forced
plaintiffs to wade through an enormous warehouse of documents
maintained by Weber (without producing specific documents in
response to plaintiffs' discovery requests) and, together with
the defendants in the related Grubman action, forced Mr. Joel
to sit for numerous days of deposition.

 16. In spite of these efforts, virtually every ruling made on
the merits of this action has been favorable to the plaintiffs.
Among the more significant of these rulings are the following:

 (i) Prior to any discovery, and over defendants' vigorous
opposition, plaintiffs were awarded partial summary judgment in
March 1990 on the Twelfth through Eighteenth Causes of Action in
the Complaint -- resulting in judgments of more than $2,000,000
on claims that plaintiffs asserted against Weber personally, his
wife Lucille Weber, and five companies that were controlled by
Weber. Plaintiffs claim that with respect to one of these
companies, defendant IMC, Mr. London himself was an officer and
a director, and, in such capacity, he performed the bidding of
Weber, in spite of Mr. Joel's best interest;

 (ii) Plaintiffs completely defeated Weber's, Frank Management's
and the London defendants' cross-motion for partial summary
judgment in March 1990 seeking dismissal of, inter alia, the
fraud, conversion and other tortious claims that Mr. Joel had
asserted;

 (iii) Mr. Joel obtained a restraining order in April 1990,
pursuant to New York Debtor & Creditor Law 279, that barred
Weber and his wife from transferring the proceeds of the sale of
property titled in Lucille Weber's name and located in Lloyd
Harbor, New York. Mr. Joel contended that Weber fraudulently
conveyed funds to his wife that were used to purchase this
property and build a luxurious 9,000-plus square foot home on it-
- and the Court specifically found that Mr. Joel had
established a "prima facie" fraudulent transfer by Weber;

 (iv) In October 1991, Mr. Joel obtained an order of attachment
against Frank Weber and Frank Management for stealing $675,670
of partnership distributions due to Mr. Joel between February
and June 1990 -- i.e., well after the commencement of this
action and oral argument of Mr. Joel's successful motion for
partial summary judgment (and in some cases after the entry of
such judgments);

 (v) Plaintiffs successfully moved to dismiss defamation
counterclaims that defendants London and FMI asserted against
plaintiffs in defendants' Amended Answer and Counterclaims,
dated October 31, 1990. In its January 8, 1991 decision granting
the dismissal, the Court expressly found the utter lack of merit
of these counterclaims to be "clear and free from doubt". No
other counterclaims have ever been asserted by any of the London
Defendants. As such, they have no claims against plaintiffs at
stake here; and

 (vi) Plaintiffs successfully won the dismissal of FMI's tortious
interference complaint against Mr. Joel's former wife, Christie
Brinkley, in March 1992.

 17. In addition, lawsuits brought by FMI against Mr. Joel in
1989 and 1990, one in Virginia and one in Georgia, were each
dismissed in 1990. In each of those lawsuits, FMI asserted
claims against Mr. Joel in excess of $10,000,000. Weber caused
these lawsuits to be brought in a baseless attempt to evade the
New York courts in the wake of the massive judgments awarded to
Joel at the start of this lawsuit. After the Virginia action was
dismissed -- and while FMI's appeal of that dismissal was
pending -- Weber caused Joel to be served with process in the
ill-fated Georgia action while Joel was performing at a concert
in Atlanta.

 18. Mr. Joel also brought a closely-related lawsuit against his
former attorneys, Grubman, Indursky and Schindler, which arose
out of their relationship with Weber and numerous Weber-
controlled companies (the "Grubman action"). Indeed, discovery
proceedings, conferences and motions were conducted jointly for
the Weber and Grubman lawsuits and the first seven days of
Joel's deposition were taken at the offices of the Grubman
defendants' attorneys. Among others, Messrs. Weber and London
and Grubman law partners attended all or some of these
deposition sessions.

 Settlements Reached

 19. After more than five years of litigation, settlements have
been reached with all thirty-seven defendants in the Grubman and
Weber actions, except the three London defendants.

 20. Significantly, in early 1994, after having reached
settlements with all defendants other than the London defendants
and the twenty Weber defendants -- all of whom were then
represented by the same attorneys, counsel for the remaining
parties spent months trying to reach a global resolution of all
remaining claims in the litigation. [FN1] Late in this process,
the London defendants decided not to join in that settlement.
Accordingly, while leaving open plaintiffs' claims against the
London defendants, the settlement agreement which was ultimately
executed fully resolved all of the causes of action asserted
against the twenty Weber defendants as well as FMI's
counterclaim against Mr. Joel (the "Weber Settlement"). At the
time of the Weber Settlement, which was executed by plaintiffs,
the Weber defendants and Weber's bankruptcy trustee in June
1994, plaintiffs had already been awarded judgments against the
Weber defendants of approximately $3,000,000 (and had already
recovered nearly $1,000,000 on their claims against them).

 21. The Weber Settlement relinquished forever Frank
Weber's/Frank Management's claim for post-termination
commissions -- which sought as much as 20+ of all of Mr. Joel's
gross revenues in the entertainment industry, including his
gross revenues from past and future sales of all of his top
selling CBS/Sony recordings. Frank Management's counterclaim was
valued as high as $15,000,000.

 22. Although the London defendants were offered the opportunity
to join in the Weber Settlement, at no cost to them, they chose
not to do so. Thereafter, the London defendants also refused to
either (i) exchange releases in order to end the litigation
against them, despite the fact that they have no claims against
plaintiffs and have insufficient assets to satisfy any judgment
entered against them if this litigation were to proceed, or (ii)
stipulate to a voluntary discontinuance of the remaining claims
on a without prejudice basis. Further, because the London
defendants have sought substantive sums from Mr. Joel for such a
release -- even though they have no claims whatever against Mr.
Joel in this lawsuit -- the Court's intervention is required for
plaintiffs to discontinue this lawsuit. [FN2]

 23. Additionally, the London defendants, as a litigation tactic,
have submitted court papers in this action that mischaracterize
both the Weber Settlement and facts relating to that settlement.
This is yet another reason why this lawsuit should be
discontinued now and why it is important to correctly describe
the facts pertinent to the Weber settlement, including
significant proceedings in Weber's personal bankruptcy case.
Weber filed for personal bankruptcy in May 1990 and his
bankruptcy filings listed assets of $651,968.08 and liabilities
of $23,701,003, which did not include the significant amounts he
owed to Mr. Joel. In addition, Weber's filings listed more than
300 unpaid creditors.

 24. Weber's bankruptcy trustee (the "Trustee") indicated, at a
very early stage of the bankruptcy case, a strong interest in
pursuing, on behalf of the bankruptcy estate, Weber's claims
against Mr. Joel for commissions. In this regard, in November
1991, the Trustee entered into a settlement agreement with Weber
and various others against whom the Trustee had already filed
fraudulent conveyance and preference claims. The agreement
provided for, inter alia, the assignment of a percentage
interest in the Weber/FMI commission counterclaim to the Trustee
and a minimum guarantee that the Trustee would receive at least
$300,000. The agreement, which required Bankruptcy Court
approval in order to become operative, also provided for the
Trustee to discontinue the three fraudulent conveyance and
preference lawsuits that he had already filed against Lucille
Weber, Frank Management and Mr. London, among others

 25. In support of the Trustee's application to the Bankruptcy
Court for approval of the settlement, pursuant to Bankruptcy
Rule 9019, the Trustee stated that the chance of Weber's
creditors obtaining any recovery in the Weber bankruptcy "hinged
primarily" on the value of Weber's commission claims against Mr.
Joel. (Application of Bankruptcy Trustee for Approval of a
Stipulation of Settlement, dated November 19, 1991, p. 8.)
Significantly, however, even though Bankruptcy Rule 9019 has
been construed to merely require a Trustee to show that his
settlement satisfies a minimal level of reasonableness in order
to win approval, the Trustee's application was denied. The
Bankruptcy Court, at oral argument, expressed its concerns over
the agreement, noting that the Trustee was seeking to trade his
filed preference and fraudulent conveyance claims in exchange
for litigation of FMI's commission claim against Mr. Joel --
with respect to which the Court stated that the Trustee had
shown, after a full year of investigation, nothing to reflect
the value of such claim or any reason why the Trustee thought it
had "a lot of merit."

 26. Notwithstanding the defeat of his November 1991 application,
the Trustee continued to express interest in pursuing claims
against Mr. Joel to gain money for the Weber creditors.
Moreover, since Mr. Joel had already recovered nearly $1,000,000
in connection with his claims against Weber, Lucille Weber and
Weber-controlled companies and partnerships, there was also a
possibility that the Trustee (or Weber's creditors) might claim
that the funds that Mr. Joel had already recovered should
instead be made available for all of Weber's creditors.

 27. Accordingly, to avoid any extended litigation in the
bankruptcy court -- whether against the Trustee or other of
Weber's 300 creditors -- and to obtain a full and complete
release from Weber, FMI and the Trustee with respect to the
commission claim asserted against Mr. Joel (which sought as much
as $15 million), Mr. Joel settled with the Trustee and the Weber
defendants by paying $562,500 -- all of which was paid to the
Trustee. Obviously, this payment was substantially below the
nearly $1,000,000 that Mr. Joel had already successfully
recovered on the claims that he had asserted against the Weber
defendants.

 28. On July 6, 1994, following a hearing, the United States
Bankruptcy Court for the Eastern District of New York, approved
the Weber Settlement. [FN3] Pursuant to the terms of the Weber
Settlement, counsel for plaintiffs and the Weber defendants
executed a stipulation of discontinuance of all claims by
plaintiffs against the Weber defendants and FMI's counterclaim
against plaintiffs. Because the London defendants refused to
sign this stipulation, it could not be used to discontinue
plaintiffs' claims against the Weber defendants or FMI's
counterclaim. See CPLR 3217(a) (requiring all remaining parties
to an action -- i.e., both settling and non-settling parties --
to sign stipulation of discontinuance).

 29. Despite Mr. London's lack of any meritorious objection to
the Weber Settlement, his refusal to join in this stipulation
required that the parties move to discontinue the claims and
counterclaims covered by the Weber Settlement. The Weber
defendants made such a motion on or about October 1994, and
plaintiffs supported the motion. Rejecting the London
defendants' baseless opposition, the Court signed an Order
granting the Weber Discontinuance on or about December 19, 1994
(Exhibit B hereto).

 30. I am advised that Mr. Weber, through his representatives,
planted a New York magazine article about the Weber Settlement,
which was inaccurate and designed to defame Mr. Joel.

 31. In addition to the repeated attacks on Mr. Joel by the
London defendants and the Weber defendants, I have recently
learned that Allen Grubman, Esq. has also made such attacks. By
making these attacks, Mr. Grubman has deliberately breached the
confidentiality provisions of his settlement agreement with Mr.
Joel in the Grubman action, which bars any statements whatsoever
by Mr. Grubman. Moreover, Mr. Grubman has falsely described the
resolution of the action against him and, in the course of doing
so, Mr. Grubman has defamed me and my law firm.

 32. Thus, a reporter for a major publication recently told me
that Mr. Grubman told that reporter that he had won a "total
victory" over Mr. Joel and that Mr. Joel's "baseless" and
"frivolous" complaint against Mr. Grubman was "totally
defeated", that Mr. Grubman "won" the case and that there had
been "no settlement" of any kind. Mr. Grubman's statements were
not only absolutely false, but also in blatant violation of the
confidentiality provision. These ongoing attacks on Mr. Joel
further motivate this application to finally end the remaining
piece of the multiple litigations brought in the aftermath of
Weber's termination and force us to set forth accurately what
occurred.

 33. The Verified Complaint in the Grubman action, attached
hereto as Ex. C, charged Allen J. Grubman, his partners and his
law firm (the "Grubman defendants"), who represented Mr. Joel
while Weber acted as his manager, with, inter alia, (i) paying
kickbacks to Frank Management and to Weber's related company,
Computerized Business Management Services, Inc. ("CBMS"), that
were disguised as payments for non-existent "tax" and
"consulting" services; (ii) at Weber's request, investing
hundreds of thousands of dollars in Weber-controlled
partnerships because of their fear that Weber would fire them as
Mr. Joel's attorneys if they did not invest; (iii) at Weber's
request, lending $250,000 to a Weber-owned company at a time
when defendants anticipated that Weber would cause Mr. Joel to
pay them fees of hundreds of thousands of dollars in connection
with the negotiation of Mr. Joel's agreements with CBS; (iv)
failing to investigate Weber's and Frank Management's handling
of Mr. Joel's finances, even after Walter Yetnikoff, while he
was President and CEO of CBS Records, told Allen Grubman, as Mr.
Joel's attorney, that "something was wrong" and that an
investigation should be made, because Grubman believed that
Weber would fire him as Mr. Joel's attorney if such an
investigation was suggested or initiated; (v) failing to advise
Mr. Joel of Weber's dishonesty and lack of fitness to serve as
Mr. Joel's manager, even after Tommy Mottola, who was another
investor in Weber partnerships, told Grubman that Weber had
stated his willingness to have a horse owned by a Weber-
controlled entity killed in order to commit insurance fraud, and
(vi) failing to advise Mr. Joel of Grubman's conflicts of
interest arising from his simultaneous representation of Mr.
Joel, CBS/Sony (which was the record company for whom Mr. Joel's
albums were recorded) and CBS/Sony executives. The Verified
Complaint alleges that Mr. Joel was not informed by the Grubman
defendants about any of the foregoing.

 34. In stark contradiction to Mr. Grubman's false and defamatory
statements, court-filed contemporaneous documents and a detailed
memorandum of a Weber criminal investigation interview by the
FBI conducted of Messrs. Grubman and Indursky (which includes
numerous of their admissions), substantiate the charges asserted
in the lawsuit.

 35. In further contrast to Mr. Grubman's false and defamatory
statements, Mr. Joel only agreed to discontinue the claims he
asserted in the Grubman lawsuit in return for $3 million.

 36. The extraordinary circumstances in which the settlement was
reached deeply involved the Grubman defendants and executives at
the highest level of Sony. Virtually every settlement agreement
draft was transmitted by counsel for Mr. Joel and the Grubman
defendants through the office of Sony. One early settlement
agreement draft reflected that the Grubman defendants would pay,
or cause to be paid, millions of dollars to Mr. Joel. Because
the Grubman defendants did not want the settlement agreement to
refer to the payment of the millions of dollars that Mr. Joel
required in order to discontinue his claims, the settlement
agreement was revised. The payments to Mr. Joel were funneled
through Sony, which entered into "agreements" with Mr. Joel at
the identical time that the settlement agreement between the
parties in the Grubman action was signed. It was understood that
the contemporaneous agreements between the Grubman defendants
and Mr. Joel and Sony and Mr. Joel must be concluded
simultaneously or none would be operative.

 London's Repeated Misconduct During Discovery

 37. Throughout this litigation both the Weber and the London
defendants have orchestrated a continuing string of discovery
abuses. For example, and specifically with regard to Mr. London,
despite plaintiffs' proper service of a Notice of Deposition and
accompanying document demand scheduling Mr. London's deposition
for March 7, 1994, Mr. London, who was then represented by
Anthony Conforti, Esq. and Patrick Monaghan, Esq., deliberately
failed to appear for his deposition or to produce documents and
failed to seek a protective order.

 38. As a result of Mr. London's unexcused non- appearance on
March 11, 1994, plaintiffs brought a motion to, inter alia,
strike Mr. London's answer and have a default judgment entered
against him based upon his failure to appear on March 7, 1994.
In the alternative, plaintiffs sought an order directing Mr.
London to appear in plaintiffs' attorneys' office on a specified
date for his deposition and for said deposition to continue from
day to day until completed.

 39. While this motion was before the Court, Mr. London's
attorney advised my office in writing that Mr. London would be
available on May 5, 1994 for deposition and requested that
plaintiffs confirm the May 5th date. By letter dated March 15,
1994, we wrote to Mr. London's attorney and accepted the
proposed May 5th date. In addition, we confirmed the May 5th
date in letters to Mr. London's counsel dated April 25, 1994 and
May 3, 1994.

 40. Despite (i) the unambiguous written record fixing Mr.
London's deposition for May 5th, (ii) his unexcused failure to
appear on March 7th for his deposition, and (iii) the pendency
of plaintiffs' motion to strike Mr. London's answer and enter a
default judgment against him for his failure to appear on March
7th, Mr. London again inexcusably failed to appear for his
deposition on May 5th. Further, despite plaintiffs' written
request that defendant London advise plaintiffs if Mr. London
did not plan to appear and plaintiffs' warning that plaintiffs
would hold defendants accountable for any court reporting fee if
he failed to appear, no such advice was provided -- thereby
forcing plaintiffs to incur an otherwise avoidable court
reporting fee for which reimbursement has not been made.

 41. On May 10th, 1994, we wrote to Mr. London's then counsel,
Patrick Monaghan, Esq., to complain about Mr. London's second
default in appearing for his deposition on May 5, 1994, and to
notify him that plaintiffs planned to supplement their pending
default judgment and sanctions motion against Mr. London
accordingly. Ten days later, on May 20, 1994, Mr. Monaghan
informed both the Court and my office that Mr. London was in the
process of retaining new counsel, and that Mr. London would
appear in New York for deposition before the end of June.

 42. On June 2, 1994, my office received a Consent To Change
Attorney form from London's present counsel, John Bracken, Esq.,
with a request that counsel speak to arrange dates for Mr.
London's deposition. On June 3, 1994, our office both spoke and
wrote to Mr. Bracken in order to schedule the deposition.
Pursuant to that schedule, the first segment of Mr. London's
deposition was taken in our offices on July 11-15. At the end of
that segment, counsel agreed to schedule the remainder of Mr.
London's deposition.

 43. Over the next few weeks, counsel for both parties attempted
to negotiate a discontinuance acceptable to our respective
clients. On August 1, 1994, when said discussions were abandoned
without success, we wrote to Mr. Bracken's office with a request
for dates to continue Mr. London's deposition. This request was
renewed on August 5, 1994.

 44. On August 10, 1994, Mr. Bracken's office advised us that Mr.
London's deposition could not be resumed until the week of
September 12, 1994, because Mr. London was on a European
vacation. [FN4] Although plaintiffs wanted to depose Mr. London
earlier, our efforts to advance the resumption of Mr. London's
deposition were unconditionally rejected. Accordingly, Mr.
London's deposition did not resume until the week of September
15th.

 45. The bulk of Mr. London's answers during his deposition were
prefaced by disclaimers such as "I do not recall", "I believe",
or some other equivocation. Thus, plaintiffs were forced to seek
to supplement his testimony through interrogatories and document
requests, which were served on the London defendants on or about
October 13, 1994.

 46. Although the information sought in these discovery notices
is material and necessary to plaintiffs' claims against London
and has not previously been provided, Mr. London made legally
and factually flawed arguments in an unsuccessful attempt to
quash the interrogatories and document requests. By Order dated
January 20, 1995 (Exhibit D hereto), this Court denied the
London defendants' motion for a protective order against
plaintiffs' October 1994 discovery requests. Nevertheless, and
true to their chronic pattern of disregarding their discovery
obligations, the London defendants have not produced any
documents or responded to any interrogatories. [FN5]

 47. The London defendants simply cannot have it both ways here
by obstructing discovery while also opposing either a settlement
or a discontinuance. As a result of this conduct, and in
addition to the relief that plaintiffs' seek under CPLR 3217(b),
plaintiffs also seek an Order striking the London Defendants'
answer and entering a default judgment against them pursuant to
CPLR 3126(3+.

 Merits of the London Action

 48. Although plaintiffs have no desire to continue to litigate
against the three remaining defendants -- none of which has
sufficient assets to satisfy any judgments -- plaintiffs, if
forced to litigate here, believe that it is likely that
judgments would be obtained against the London defendants. As
the partial list of examples set forth below demonstrates, as a
result of plaintiffs' discovery of Mr. London and others, many
facts supporting plaintiffs' claims against Mr. London are
clearly established.

 49. Defendant London was Mr. Joel's tour manager for many years
and, like Weber, had many conflicting positions:

 * He was an officer of defendant Frank Management, Inc., ("Frank
Management"), the company that managed Joel -- and against which
Joel won a judgment in 1993.

 * He was a director, officer and shareholder of defendant
International Management Communications, Inc. ("IMC") -- a
company against which Joel has won a judgment in this lawsuit in
1990.

 * He was an officer, director and/or owner of defendant
Hicksville Productions, Inc. (and its predecessor company,
Picturevision, Inc.) -- in which Joel was also an owner and,
unknown to Joel, a creditor.

 * He was the majority owner of defendant Cash Digest, which,
inter alia, (i) served repeatedly as a conduit for funds that
were loaned -- without Joel's knowledge -- from Joel or Joel's
pension plan to Weber controlled partnerships and to a senior
executive at Joel's record company, and (ii) maintained the
books and record for plaintiffs, Frank Management and virtually
every one of Weber's partnerships and companies.

 * He was the sole Trustee of Joel's pension funds from October
1981 until Weber's termination in 1989 -- and, in such capacity,
caused hundreds of thousands of dollars in loans to be made
without Joel's knowledge to Weber and to partnerships and
companies that Weber controlled.

 * He was a signatory on a bank account of plaintiff Electric
Company Productions, Inc. ("Electric Company") and, inter alia,
signed one or more checks pursuant to which Electric Company --
without Joel's knowledge -- lent hundreds of thousands of
dollars to Weber-controlled ventures.

 * He was the 100% owner of Loco Productions, Inc., a company that
made repeated, undisclosed loans of monies earned through Joel's
touring efforts, which monies London himself admitted belonged
to Joel.

 50. Further, through Mr. London's own deposition testimony and
documents produced during the litigation to date, the following
picture of London's misdeeds has emerged:

 IMC

 * Mr. London, as a shareholder, officer, director and consultant
to defendant IMC, devoted approximately one-third of his
business time to IMC matters. London Tr. at 484, 521, 629-30 and
640. [FN6]

 * Despite Mr. London's extensive involvement in IMC's operations
and management, and his officer position in Frank Management, he
does not recall ever discussing Mr. Joel's equity investment in
IMC directly with Mr. Joel. London Tr. at 496-497. Mr. London
also does not recall ever reviewing IMC's financial statements
with Mr. Joel. London Tr. at 485.

 * Although Mr. London did not dispute that IMC sought and
obtained repeated loans from Mr. Joel throughout Mr. London's
tenure as an officer, director, shareholder and consultant to
IMC, see London Tr. at 898, Mr. London could not recall ever
discussing any of those loans -- or IMC's failure to repay them-
- with Mr. Joel. See London Tr. at 516-520, 538, 679-682. Mr.
Joel was awarded partial summary judgment against IMC in 1990 in
respect of loans that IMC took from Mr. Joel while Mr. London
was a director and officer of IMC.

 * Despite the fact that IMC was never a profitable company,
virtually never had sufficient cash flow to meet its operating
costs, and Mr. London admitted that he had concerns about IMC's
financial viability, Mr. London could not recall ever discussing
the disastrous financial health of IMC with Mr. Joel or
reporting his concerns to Mr. Joel. London Tr. at 539-40, 549-
550.

 * At a time when Mr. London knew that financially troubled IMC
could not pay its debts to creditors, including Mr. Joel,
Messrs. London and Weber demanded that IMC repay all outstanding
loans that Mr. Joel had made to the company -- all of which were
made without Mr. Joel's knowledge. London Tr. at 741- 42, 777-
778, 785. Mr. London did not recall whether any of the
outstanding notes were paid in response to this demand, London
Tr. at 789, nor could he recall discussing the decision to
demand payment -- or the failure to previously demand repayment-
- with Mr. Joel. London Tr. at 747.

 * Even after IMC failed to repay loans taken from Mr. Joel in
response to the demand for repayment, IMC continued to secretly
obtain additional loans from Mr. Joel to pay for, inter alia,
IMC's legal costs in connection with a lawsuit against
Billboard. Not only did Mr. London not recall ever discussing
these additional loans with Mr. Joel, but also he did not recall
telling Mr. Joel that his money was being taken in order to
finance litigation against Billboard. See London Tr. at 780-782,
792 and 797-800.

 * In or about July 1988, IMC settled the lawsuit with Billboard.
Pursuant to the settlement, IMC assigned all of its remaining
operations to Billboard for a $290,000 payment to be made in
October 1988 and a $100,000 payment to be made in October 1989.
London Tr. at 807-814. Without disclosing this settlement to Mr.
Joel, Mr. London caused IMC to pay approximately $270,000 of the
initial $290,000 settlement payment to Frank Management. London
Tr. at 845-853, 859. Mr. London himself signed the IMC checks
transferring the $270,000 to Frank Management. (Ex. F hereto).
Mr. Joel did not receive any of the $290,000, despite the fact
that IMC owed him more than $100,000 at the time (including
thousands of dollars in overdue interest). See London Tr. at
869. Mr. London did not tell Mr. Joel about the settlement with
Billboard or IMC's payments to Frank Management.

 Joel's Pension Plan

 * Mr. London became Trustee of the Electric Company pension
plans in October 1981. See Weber Tr. at 1647. [FN7] As Trustee
of the Electric Company pension plans -- with respect to which
Mr. Joel was the sole beneficiary (except for a brief period
when Mr. Joel's first wife was also a beneficiary) -- Mr. London
approved and authorized pension funds to be loaned, without Mr.
Joel's knowledge, to Frank Weber, personally, and to various
Weber-controlled companies (London Tr. at 228, 249, 1234- 1236),
including Weber-controlled horse partnerships (London Tr. at
234, 250, 992, 1013-1017). Mr. London caused Joel's pension plan
to make these loans despite the fact that he considered such
partnerships to be speculative, and despite the fact that he
admittedly had a fiduciary duty to the pension plans and their
beneficiaries. See London Tr. at 230, 234; Pantzis Tr. at 262-
72. [FN8] Further, Patricia (Meagher) Murray, who was employed
by FMI throughout the relevant period, testified that by 1987 it
was common knowledge around the FMI office that all of the
Weber- controlled horse partnerships were in financial trouble.
Murray Tr. at 157. [FN9] In addition, the former chief financial
employee of Cash Digest and controller of FMI, James Pantzis,
testified that Mr. London disfavored the horse partnership loans
that Weber caused Joel to make and knew that the loans were in
default. Pantzis Tr. at 262-72. Nonetheless, Mr. London could
not recall discussing any of these loans with Mr. Joel. See,
e.q., London Tr. at 987.

 * Payments of principal and interest that were due on various
loans of Joel's pension funds, including loans made to Weber
personally, were not paid when due. Even so, Mr. London did not
disclose either the existence of these loans to Mr. Joel or
Weber's and Weber's companies' failure to make timely payments
of their obligations. See, e.q., London Tr. at 987.

 * As Trustee of the Electric Company pension plans, Mr. London
authorized the loan of $300,000 in pension funds to Cash Digest,
a company of which Mr. London was the majority owner. London Tr.
at 119-124. Mr. London's company, Cash Digest, "acting as a
conduit" (London Tr. at 263), immediately loaned the $300,000 to
Alvin Teller who was, at the time, a senior executive at CBS
Records -- the record company to which Mr. Joel was under
contract. London Tr. at 127, 262-268. Mr. London could not
recall obtaining any security or loan documentation to protect
the pension plan or its beneficiaries in connection with this
self-interested loan. London Tr. at 131. Further, Mr. London
never told his admitted fiduciary, Mr. Joel, that these loans
were taken, or that Mr. London, as Trustee, had "washed" Mr.
Joel's pension money through a company owned by Mr. London to an
executive at Mr. Joel's record company. [FN10]

 * In or about May 1986, Mr. London also authorized and approved
the loan of $100,000 from Mr. Joel's pension plan to Sunny
Weather Horses -- an entity owned by Weber and convicted felon,
Irwin Feiner. London Tr. at 1895. No security or loan
documentation was obtained or prepared in connection with this
loan, and Mr. London did not discuss it with Mr. Joel, see,
e.q., London Tr. at 987, even though, as Trustee to the plan,
Mr. London knew he was a fiduciary who had final authority over
those trust funds. London Tr. 228, 330. Mr. Pantzis also
testified that Mr. London knew what his duties were as fiduciary
on the plan. Pantzis Tr. 317.

 Cash Digest

 * Defendant Cash Digest Company, Ltd. ("Cash Digest"), of which
London was an officer and an 80+ owner, operated out of FMI's
offices and rendered bookkeeping services to, among others, FMI,
Mr. Joel and Electric Company.

 * Cash Digest was used as a conduit to secretly funnel Mr.
Joel's funds in order to serve Weber's interests. For example, a
$500,000 loan that Mr. London's company, Cash Digest,
purportedly made to defendant GFR Associates, was actually made
with Mr. Joel's money. See London Tr. at 1378- 1384; Pantzis Tr.
at 212. Mr. Joel's funds were first
transferred to Cash Digest and, thereafter, transferred to GFR
by Cash Digest. No documents were prepared to protect Mr. Joel
with respect to this transfer, and no interest or principal was
ever paid to him by Cash Digest or GFR Associates. In contrast,
a Deed of Trust Note was prepared to protect Cash Digest in
connection with its transfer of the $500,000 (of Mr. Joel's
money) to GFR Associates. Mr. London could not recall ever
discussing this loan with Mr. Joel, see e.q., London Tr. at 987,
and Mr. London could not recall Weber telling him that he had
discussed this transfer with Mr. Joel. London Tr. at 1384.

 * Because no payment of principal or interest was ever made in
respect of this "loan", Joel obtained summary judgment against
GFR shortly after this action was commenced. Mr. Joel was forced
to commence foreclosure proceedings in Virginia in order to
collect on the judgment entered against GFR. Even so, he was
only able to collect less than one-half of the judgment.

 Loco Productions, Inc.

 * Defendant Loco Productions, Inc. ("Loco") is owned 100% by Mr.
London. Loco, like Cash Digest, was operated out of FMI's
offices during the period that Weber acted as Mr. Joel's
manager. See, e.g., London Tr. at 53.

 * Various of Mr. Joel's concert tours were conducted through
Loco, and Mr. Joel's substantial touring revenues were, thus,
channeled through Loco. See, e.q., London Tr. at 1164. Mr.
London himself has admitted that all money that Loco received,
after deducting management commissions and tour related
expenses, belonged to Billy Joel. London Tr. at 1092, 1191.
Similarly, Patricia (Meagher) Murray, who worked at FMI during
the relevant period -- often serving "as a conduit between Frank
[Weber] and Rick [Mr. London]", Murray Tr. at 110 -- confirmed
that the money in the Loco account was "Billy's money." Murray
Tr. at 144; accord Pantzis Tr. at 230. Despite this admission,
Mr. Joel's funds in this 100+ London-owned company were
repeatedly used to fund Weber's and his companies' cash needs.

 * For example, despite Mr. London's admission that all of Loco's
funds, after payment of management commissions and tour
expenses, belonged to Mr. Joel, London Tr. at 1092, 1191, Loco
made interest free transfers of Mr. Joel's money to Weber-
controlled ventures, including Plaza One Associates and Weber's
personal horse company, Silver W Stables. See London Tr. 1184-
1190, 1944, 1950. Although Mr. London claimed to have been
unaware of these defalcations, this self-serving claim is
contradicted by Mr. London's 100+ ownership of Loco, his
admission that he allowed Frank Weber to oversee Loco's
operations, and his admission that he "was aware of what was
going on . . . ." London Tr. at 1092. Further, Mr. Pantzis
testified that Mr. London was aware of the loans, Pantzis Tr. at
247-48, and Weber testified that he discussed with Mr. London
the loans made to partnerships of which Weber was general
partner. Weber Tr. 1457-59. In addition, Patricia (Meagher)
Murray testified to her understanding that Mr. London reviewed
the general ledgers of Loco on a regular basis and that, based
on Mr. London's business acumen, no substantial transfers of
major amounts of money would get past him. Murray Tr. at 145.
Ms. Murray also testified to her understanding that Loco's
$250,000 interest-free "loan" to Plaza One on April 20, 1988
would not have escaped Mr. London's attention, Murray Tr. at
146-147, and that the $250,000 interest-free "loan" from Loco to
Silver W Stables in 1987 could not have been made without Mr.
London's knowledge. Murray Tr. at 149-150, 153.

 Electric Company

 * Electric Company is yet another entity that was operated out
of FMI's offices. Electric Company, like Loco, was a vehicle
through which various of Mr. Joel's concert tours were
conducted. Further, as with Loco, Mr. London admitted that all
of Electric Company's funds, after payment of management
commissions and tour expenses, belonged to Mr. Joel. London Tr.
at 1270-1271. However, notwithstanding this admission, Mr.
London signed an Electric Company check which resulted in
Electric Company lending $450,000 to Jericho Breeding
Associates- I, which was a Weber-controlled horse partnership in
which Mr. London had an equity interest. See London Tr. at 214,
992-997. Mr. London did not recall ever telling Mr. Joel about
this loan, and he did not recall whether anyone else had ever
discussed the loan with Mr. Joel. In fact, Mr. London admitted
that he never discussed any Electric Company loans with Mr.
Joel, and that he never heard Weber or Pantzis discuss any such
loans with Mr. Joel. London Tr. at 1911-1912.

 * Further, despite his numerous other positions of trust, e.q.,
as Weber's right-hand-man, as an officer of Mr. Joel's manager,
FMI, and as an officer and 80+ owner of Cash Digest (Mr. Joel's
bookkeeper) -- not to mention his being Mr. Joel's trusted
friend, brother-in-law and successor trustee of Mr. Joel's will-
- Mr. London never told Mr. Joel about the millions of dollars
of additional loans that Mr. Joel, Electric Company and Mr.
Joel's pension plans made, many of which were either never
repaid or were untimely paid.

 Picturevision/Hicksville

 * Although negotiations in which Mr. London participated
concerning a multi-million dollar video production agreement
with CBS Music Video Entertainment (" CBS") contemplated that
(i) Mr. Joel and CBS would be the only parties to the agreement,
(ii) all payments from CBS would be made directly to Mr. Joel,
and (iii) Mr. Joel would be the copyright owner of the videos,
the contract ultimately executed was, instead, entered into by
defendant Hicksville Productions' predecessor-in-interest
(Picturevision, Inc.), a company in which Mr. London had an
ownership interest. This contract provided for, inter alia, all
of CBS's millions of dollars of payments to be made to
Picturevision (instead of Mr. Joel) and for Picturevision to be
the copyright owner of the videos (instead of Mr. Joel).

 * At Mr. London's urging, and without Mr. Joel's knowledge, Mr.
Joel lent $20,000 to Picturevision at a time when Messrs. Weber
and London, among others, were owners of Picturevision. Mr.
London did not recall discussing this loan with Mr. Joel or
knowing whether anyone ever discussed it with Mr. Joel. London
Tr. at 1583-1584.

 Management Contract

 * Despite knowing that the 1983 Management Agreement between
Weber and Mr. Joel barred Weber from investing Mr. Joel's money
in partnerships from which Weber received fees -- unless such
fees were negotiated in good faith -- Mr. London could not
recall whether anyone ever negotiated such fees with Mr. Joel
prior to Weber investing Mr. Joel's funds in Weber-controlled
ventures. London Tr. at 1308-1312. Even though Mr. London knew
Weber was taking fees in connection with such investments, he
never disclosed this to Mr. Joel. See London Tr. at 1314-1315.

 51. The foregoing is just a sampling of the evidence amassed
against the London Defendants to date and these instances do not
include Mr. London's participation in the 1990 secret diversions
of partnership distributions due to Mr. Joel from Weber-
controlled partnerships.

 London's Participation In the Conversion of Joel's Funds

 * The London defendants received more than $150,000 in
distributions from Frank Management following the illegal
conversions of Mr. Joel's partnership distributions in early
1990 -- Mr. London personally received $100,000 at this time,
and his companies, Loco and Cash Digest, received $27,250 and
$30,000, respectively. Notably, Mr. London has admitted knowing
that, in the same time period that Frank Management made these
payments to the London defendants, Frank Management was
"inactive" and unable to pay its rent. See Ex. J hereto. Mr.
London has also admitted under oath that he believed that the
money paid to him "came from NEA and Capital Downs", with
respect to partnership distributions due to Mr. Joel. London Tr.
1415-18. NCA and Capital Downs were Weber-controlled
partnerships in which Mr. Joel was a partner and from which his
partnership distributions were illegally converted.

 * In February 1993, this Court ruled that the diversions of
partnership distributions due to Joel from NCA and Capitol Downs
were unlawful conversions and awarded summary judgment in Mr.
Joel's favor of more than $675,000. In the more than two years
since this decision, the London defendants have not returned one
dime of these converted funds to Mr. Joel. Significantly, only
after Mr. London's deposition, in the errata sheets to his
deposition transcript, did Mr. London admit that and the
converted funds came from partnership distributions diverted
from Mr. Joel and Elizabeth Weber before he received it from
FMI. See London errata sheets, page 1419, line 15, annexed
hereto as Ex. K.

 * Other witnesses have been more forthcoming in describing Mr.
London's role in the conversion of Mr. Joel's distributions.
Daniel Gecker, Esq., one of the Weber defendants' attorneys,
testified that there were discussions involving Mr. London
regarding the conversions and that Mr. London had prepared a
schedule of "liquidated amounts" for use in connection with
defendants' unlawful diversion of Mr. Joel's funds to Frank
Management. See Gecker Tr. at 468-469 [FN11]; see also Pantzis
Tr. at 656, 661-62. In fact, even though Mr. London admittedly
reviewed this "schedule" after his deposition (see Ex. K
hereto), he has failed to produce it in spite of the plaintiffs'
express demand and this Court's January 20, 1995 Order.

 * Frank Weber also testified that Mr. London prepared a schedule
that was used in connection with determining what amount of sums
of Mr. Joel's money to convert. Weber Tr. at 1216-21. Moreover,
Mr. Weber testified that Mr. London knew (i) that at the time
these payments were made FMI could not even afford to pay its
office rent, (ii) the true source of the funds paid to the
London defendants, and (iii) that Mr. Joel was not told about
the diversions. Id. at 1232-36, 1746-52.

 Discontinuance Against The London Defendants Is Warranted

 52. While the foregoing facts demonstrate that plaintiffs'
claims against the London defendants are strong and meritorious,
plaintiffs have been advised, and have ascertained through Mr.
London's deposition testimony, that the London defendants have
virtually no assets to satisfy any judgments that might be
entered against them. Mr. London testified in his deposition
that both defendants Cash Digest and Loco have been inactive for
years and have no money. London Tr. at 99. Further, Mr. London
testified that he has been unemployed since September 1989, and
has been living with his father in California. Additionally, the
London defendants' attorney, John P. Bracken, Esq., stated to
this Court in an affidavit, sworn to October 21, 1994 (f2), not
only that Mr. London had been unemployed for years and was
living with his parents, but also that "Mr. London is of very
limited resources."

 53. Plainly, continuing the litigation of plaintiffs' claims and
a lengthy trial, in these circumstances, which would result in,
inter alia, additional legal expenses for plaintiffs without
being able to recover funds, and additional demands upon the
limited resources of this Court, makes no sense. This is
particularly so when (i) the London defendants are seeking to
bring thirteen of the settling Weber defendants back into this
litigation to respond to the London defendants' cross-claims,
and (ii) the London defendants, in breach of this Court's
January 20, 1995 Order, have refused to respond to
Interrogatories and to produce documents.

 54. As shown in the accompanying memorandum of law, plaintiffs'
motion to discontinue should be granted, for it is well-settled
that an application for a discontinuance should be granted
where, as here, it will not cause prejudice. [FN12] None of the
circumstances in which such prejudice has been found to exist is
present here. Thus, there is no outstanding court order in favor
of the London defendants which would be frustrated by the
discontinuance, the London defendants have not even a single
pending counterclaim against plaintiffs (let alone one that
would be adversely affected by a discontinuance), and this
matter has not proceeded to trial on the merits.

 55. Clearly, the interests of justice are best served by a
discontinuance here. This Court's resources are best used in
connection with the continued prosecution of cases that have
been brought by plaintiffs who wish to pursue their claims to
obtain financial recovery. It would be pointless for the Court
to continue to devote its limited time and energy to the
litigation which plaintiffs seek to end, and in which the three
remaining defendants have no meaningful assets. Through
settlements plaintiffs have achieved to date, the number of
defendants in the Weber and Grubman actions have been reduced
from thirty-seven defendants to just the remaining three
London defendants, none of whom has the resources to satisfy a
judgment sufficient to warrant either the plaintiffs incurring
continued legal expenses or this Court's further commitment of
judicial resources.

 CONCLUSION

 56. For the foregoing reasons, plaintiffs respectfully request
that an order, pursuant to CPLR 3217(b), be entered discontinuing
this action without prejudice against the three London
defendants and granting such order and further relief as the
Court deems proper, including striking ~the London defendan~ts'
answer and entering default judgment against them pursuant to
CPLR 3216(3)

                           /s/ LEAONORD M. MARKS

 Sworn to before me this 13th day of April, 1995.

 END NOTES

 1 The Weber defendants include Weber, FMI, Lucille Weber,
Hicksville Productions, Inc., Thoroughbred Breeding Associates-
I, Thoroughbred Breeding Associates-II, Lincoln Road Associates,
International Management Communications, Inc., GFR Associates,
Rosemary Haliasz, Edward Haliasz, Richard Siegel, Lincoln Road
Realty Corp., George Ross, Anthony T. Conforti, The River
Company, James Pantzis, Frank Management, Inc. Defined Benefits
Pension Plan, Storm Front Leasing & Investment Co. and Mid-
Island Bloodstock Management, Inc.

 2 In fact, far from agreeing to stipulate to end this
litigation, the London defendants have recently sought to expand
it and to bring back into the litigation many of the Weber
defendants. On or about February 6, 1995, the London defendants
served Verified Cross-Claims which assert three separate cross-
claims against thirteen of the Weber defendants, including Weber
and FMI.

 3 Bankruptcy Court approval of any settlement of plaintiffs'
claims against Weber (and prior notice to the Trustee before
settling FMI's counterclaim) was required by the December 1990
Bankruptcy Court Order that granted plaintiffs' relief from the
automatic stay to continue prosecuting their claims against
Weber in this lawsuit.

 4 In contrast to Mr. London's obstructive conduct, Mr. Joel
disrupted and altered his international concert tour to schedule
twenty-eight days of depositions.

 5 Plaintiffs expressly reserved their right to depose Mr. London
with respect to documents produced and his written responses to
Plaintiffs' Notice of Discovery and Inspection and Plaintiffs'
Interrogatories to Defendants dated October 13, 1994. Because
Mr. London has yet to provide any of this court-ordered
discovery, the need to resume his deposition cannot yet be
determined.

 6 Copies of all pages of the deposition transcript of Richard
London ("London Tr.") cited herein are attached hereto as
Exhibit E..

 7 References to the "Weber Tr." are to the pages of deposition
transcripts of Frank Weber attached hereto as Ex. G.

 8 References to the "Pantzis Tr." are to the pages of deposition
transcripts of James Pantzis attached hereto as Ex. H.

 9 References to the "Murray Tr." are to the pages of deposition
transcripts of Patricia Meagher Murray, attached hereto as Ex.
I.

 10 James Pantzis testified that Mr. London authorized ECP
pension money to be funnelled through Cash Digest to Mr. Teller
in order to hide the transaction from the plan's other
beneficiary, Elizabeth Weber Joel, who was then divorced from
Mr. Joel. Pantzis Tr. (Ex. H hereto) at 547-48.

 11 Copies of all pages of the deposition transcript of Daniel
Gecker, Esq. ("Gecker Tr.") cited herein are attached hereto as
Exhibit L.

 12 In addition, Mr. London has threatened that he may seek to
bring a malicious prosecution claim following the discontinuance
of this lawsuit. Such a claim would be utterly baseless and
subject to dismissal at the pleading stage. However, plaintiffs
request that this discontinuance, which is not on the merits, be
issued "without prejudice" to plaintiffs' ability to assert
these claims in defense of, and as counterclaims, if, and only
if, Mr. London actually seeks to bring such a claim.



SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

---------------------------------------x

WILLIAM MARTIN JOEL p/k/a BILLY JOEL
and ELECTRIC COMPANY PRODUCTIONS, INC.,

Plaintiffs,

- against -

FRANCIS X. WEBER a/k/a FRANK WEBER
and FRANK MANAGEMENT, INC., et al.,

Defendants.

---------------------------------------x

STATE OF NEW YORK
                    ss . :
COUNTY OF NEW YORK)

Index No. 20702/8
IAS Part 19
(Hon. Edward H. Lehner)

REPLY AFFIDAVIT OF
LEONARD M. MARKS IN
SUPPORT OF MOTION TO
DISCONTINUE ACTION

LEONARD M. MARKS, being duly sworn, deposes and says:

 1. I am a member of the firm of Gold, Farrell & Marks, attorneys
for plaintiffs in this action. I submit this affidavit in
support of plaintiffs' motion pursuant to CPLR 3217(b) for an
order discontinuing without prejudice the above-captioned action
against the sole remaining defendants, Mr. Richard London, Loco
Productions, Inc. and The Cash Digest Company, Ltd. (the "London
Defendants").

  2. Through this motion, plaintiffs seek to end this once
massive lawsuit by discontinuing their claims against the London
Defendants, who, in their minimal answering paper, clearly admit
that they do not have sufficient resources to satisfy a judgment
that could be entered against them. Moreover, none of the London
Defendants has even a single pending claim of any kind against
plaintiffs. There is no reason for the Court to devote further
resources to motions, a potential two month trial or any other
aspect of this case.

  PRELIMINARY STATEMENT

  3. Nothing in the highly personal, extremely vicious and
utterly baseless affirmation submitted by the London Defendants'
attorney in opposition to plaintiffs' motion provides any ground
for denying the requested relief. In fact, apart from a stream
of self-serving generalities and inflammatory rhetoric, their
opposition is extraordinarily flimsy. Defendants have failed to
cite even a single case that would support denial of plaintiffs'
motion, and they provide no detailed opposition whatever to the
extensive factual testimony cited specifically in the moving
papers that overwhelmingly supports plaintiffs' claims against
them. Likewise, they have failed entirely to distinguish any the
authorities cited in plaintiffs' memorandum of law which
establish that plaintiffs should be permitted to discontinue
this lawsuit on a without prejudice basis.

  4. Further, notwithstanding the sound and fury of the London
Defendants' opposition, they have not identified any prejudice
that they would suffer from the discontinuance that plaintiffs
seek. In fact, the London Defendants have no objection at all to
the discontinuance of this litigation -- which is not in itself
surprising because they have no pending claims against
plaintiffs -- but they nevertheless seek to obtain something to
which they are not entitled, i.e., a discontinuance with
prejudice. However, the London Defendants cite no authority to
support such a ruling, and they admit in their opposition papers
that, as recently as September 1994, a without ~prejudice
discontinuance was completely acceptable to them. ~In light of
this admission, it is clear that a discontinuance on a without
prejudice basis would not impact unfairly on defendants and is
appropriate under CPLR 3217(b) See, e.g., Valladares v.
Valladares, 80 A.D.2d 244, 438 N.Y.S.2c 810, 819 (2d Dep't 1981
("general rule is that plaintiff should be permitted to
discontinue the action without prejudice, unless defendant wou~ld
be prejudiced thereby"), aff'd, 55 N.Y.2d 378, 434 N.Y.S.E.2d
1050, 449 N.Y.S.2d 683 (1982); Arsenault v. Arsenault, 192 A.D.
2d 596 N.Y.S.2d 628 (4th Dep't 1993) (same)

  5. Although the London Defendants suggest that they will
forever be cowering in fear that Mr. Joel may reassert his
claims against them at some point in the future if the
discontinuance is without prejudice, this is not at all the
case. Plaintiffs hereby commit, consistent with my opening
affidavit (54 r..12. that the only circumstance in which
plaintiffs would seek to reassert their claims against the
London Defendants is if the London Defendants bring a new action
asserting claims against plaintiffs that concern or relate to
the claims that plaintiffs now seek to discontinue.

  6. Given the London Defendants' recent admission that Mr.
London is of "very limited resources", and given the
considerable time, expense and effort that would be required to
complete discovery and an estimated two month trial, the
lawsuit should be discontinued now. Additionally, as addressed
in more detail below, such a discontinuance should not include
an award of costs. The London Defendants' unsupported request
for such an award (including attorneys' fees) for the period
since Septemb~er 1994 is wholly without merit. Moreover, in
light of the London Defendants' repeated failure to comply with
plaintiffs' discove~ry notices, which required plaintiffs both
to make repeated motions to compel them to appear for
depositions and to oppose the London Defendants' unsuccessful
protective order requests, any par~ty should be awarded costs, it
is plaintiffs.

  THE LONDON DEFENDANTS' OPPOSITION CONFIRMS THAT PLAINTIFFS'
MOTION SHOULD BE GRANTED WITHOUT AN AWARD OF COSTS

  7. The London Defendants' opposition to plaintiffs' motion,
while not opposing discontinuance of the lawsuit, raise- several
points for which response is warranted. Thus, they suggest
without any evidence or support that plaintiffs' claims against
Mr. London lack merit, (ii) once again misrepresent the true
nature of plaintiffs' settlement with the Weber Defendants, and
(iii) seek an award of costs that they claim to have incurre~d
since September, when they wanted to sign a stipulation
discontinuing the claims asserted agains~t them on a without
prejudice basis. Plaintiffs show below that none of these
"points" has merit.

  Plaintiffs Claims against the London Defendants

  8. Nothing in Mr. London attorneys' affirmation presents any
meritorious defense to the detailed claims plaintiffs have
asserted against Mr. London or either of the two virtually
bankrupt companies he controls, defendants Loco Production and
Cash Digest. Moreover, the opposing affirmation misrepresents
that all of Mr. Joel's claims against Mr. London are based upon
his conduct "in his employee capacity for [Mr. Joel's manager]."
Diviney Aff. 10. This statement is flatly contradicted by the
Complaint (see, e.g., Complaint 155, 164, 225).

  9. Further, as set forth in my opening affidavit -- and
completely unrebutted in the London Defendants' opposition to
this motion -- Mr. London was far more than just an employee of
Frank Management, Inc. He was also, among other things, (i) a
director, officer and shareholder of defendant International
Management Communications, Inc. -- a company against which Mr.
Joel was awarded a judgment in this lawsuit in 1990, (ii) an
officer, director and/or owner of defendant Hicksville
Productions, Inc. and its predecessor company, Picturevision,
Inc. -- a company to which Mr. London caused Mr. Joel to
unknowingly loan funds, (iii) the 80% majority owner of
defendant Cash Digest which, inter alia, served repeatedly as a
conduit for funds that were loaned -- without Mr. Joel's
knowledge -- by Mr. Joel and his pension plan in order to
benefit Weber and his new entities, and (iv) the 100% owner of
Loco Productions, Inc., which was another company that also
made (without Mr. Joel's knowledge) repeated, undisclosed loans
of monies that Mr. Londin himself admitted belonged to Mr.
Joel.

  10. Moreover, defendants' only specific challenge ~to claims
against Mr. London -- arising from Mr. London's misconduct as
trustee of Mr. Joel's pension plan and as a director, officer a
nd shareholder of IMC (Diviney Aff. 11) -- is also without mer~it
Mr. London admitted in his deposition that, as Trustee of Mr.
Joel's pension plan, he caused the plan to make loans to Frank
Weber personally and to various Weber-controlled companies.
Additionally, documents produced by defendants themselves and
the deposition testimony of FMI's controller establish that
amounts owed on these loans were not repaid when due and that
Mr. London allowed these loans even though he knew that other
loans that were taken from plaintiffs for Weber's horse
partnerships were in default. For Mr. London to pretend that his
knowing and substantial participation in these pension fund
loans is not relevant to plaintiffs' claims that he aided and
abetted Weber and FMI's breaches of fiduciary duty and frauds
upon Mr. Joel and Electric Company is baseless.

  11. Similarly, the London Defendants' suggestion that Mr.
London cannot be held personally accountable to Mr. Joel for his
misconduct with respect to IMC -- because such conduct could
only be redressed through a shareholder ~derivative lawsuit
(Diviney Aff. 10) -- is nonsense. Mr. London's actions in
connection with, inter alia, the repeated loans that IMC
obtained from Mr. Joel and IMC's payment in 1988 of nearly
$200,000 to FMI, without paying a penny to Mr. Joel, who was
owed over $100,000 in overdue loans and interest, damaged Mr.
Joel personally. Mr. London's claim, unsupported by any legal
authority, that this conduct can only be challenged in a
shareholder derivative lawsuit is simply wrong.

  Mr. London's Repeated Mischaracterization of Mr. Joel's Victory
Against the Weber Defendants

  12. The London Defendants' opposition paper repeat their prior
mischaracterization of Mr. Joel's successful resolution of his
claims against the Weber Defendants. Although the London
Defendants' portray the resolution of these claims as netting
half a million dollars to Weber (Diviney Aff. 10), this is
absolutely incorrect. Indisputable facts, which the London
Defendants ignore, establish that Mr. Joel won judgments against
the Weber Defendants of nearly $3,00,000 during the course of
the litigation, collected nearly $1,000,000 from them, and, at
the time of the Weber settlement, had no expectation of
recovering any further sums from Weber and his controlled
entities because of Weber's bankruptcy filing showing
liabilities of $23,000,000.

  13. For the London Defendants to contend tha~~~t the Webe~r
settlement "indisputably shows weakness of Mr. Joel's claims",
defies reality and ignores the facts that (a) Mr. Joel
completely extinguished Weber's $15,000,000 management
commission counterclaim, (b) Mr.Joel successfully won the entry
of judg~ments of nearly $3,000,000 against the Weber Defendants,
and recovered approximately $1,000,000 from the Weber
Defendants; (c) Mr. Joe~l had a net recovery of approximately
$50,000 from the Weber Defendants (even after the "half a
million" payment that the London Defendants myopically harp
about), and (d) Mr. Joel's payment was made to the Bankruptcy
Trustee and avoided any bankruptcy litigation by the Trustee or
Weber's 300 creditors. Further, when the settlement plaintiffs
obtained in the related Grubman action and the amounts that
plaintiffs recovered pursua~nt to settlement agreements with
other defendants in Mr. Joel's litigations are added to the
$3,000,000 in judgments that Joel obtained against the Weber
Defendants, the notion that Mr. Joel's claims were not
successfully resolved is frivolous. In fact, Mr. Joel's
recoveries in the litigations total approximately $8,000,000.

  14. Finally, as noted in my moving affidavit, the London,
Defendants' continued misrepresentation of the true facts
concerning the Weber Settlement, coupled with other false public
attacks made by the Weber Defendants and by Allen Grubman, Esq.
about their settlements is another strong factor supporting the
motion to end all remaining litigation. [FN1]

  Mr. London is Not Entitled to Any Costs

  15. Mr. London's opposition papers do not demonstrate his
entitlement to an award of costs. Moreover, Mr. London's
suggestion that such an award should be made for the period from
September 1994 to the present -- because he was willing to
discontinue the lawsuit on a without prejudice basis in
September -- is unfounded. While Mr. London did agree to have
the lawsuit discontinued on a without prejudice basis then --
which raises a serious question about why he opposes it now --
his description of the facts are incomplete.

  16. The proposed without prejudice stipulation of
discontinuance that plaintiffs prepared in September
specifically provided that the London Defendants "do not have
substantial financial resources for which a judgment against
them could be satisfied". See Diviney Arf. Ex. A (third to last
page). The London Defendants refused to sign this stipulation,
which plain~. suggested that they may have had financial
resources about which plaintiffs were unaware. Their adamant
refusal to sign a stipulation with such a clause triggered the
continuation of Mr. ~London's deposition.

  17. About one month after the lact day thac Mr. London
appeared for his deposition, new light was shed on his financial
condition. In an affidavit that the London Defendants submitted
as part of their unsuccessful effort to block the entry of an
order discontinuing the action against the Weber Defendants, Mr.
London's attorney stated that: "Mr. London is of very limited
resources. He has been unemployed since the action started and
he has been forced to move back with his family to his parents
in California." See Affidavit of John P. Bracken, Esq. sworn to
October 21, 1994, 2.

  18. Notably, since the last day of the London deposition, the
London Defendants have incurred virtually no costs of which
plaintiffs are aware for which they could contend that any award
of costs would be appropriate. With few exceptions, the London
Defendants' attorneys have not attended any of the third party
depositions held subsequent to September. Similarly, their
participation in motion practice since October has been
extremely limited. Even more, to the extent that they have
participated, they have uniformly been unsuccessful. The results
of the four motions that have been brought since September are:

  (1) Weber Defendants' motion to discontinue the claims asserted
against them: Over the London Defendants' unsuccessful
opposition, the Court granted this motion.

  (2) London Defendants' cross-motion for a protective order
against plaintiffs' Interrogatories and Document Request: The
London Defendants' motion against plaintiff - October 1994
discovery notices was denied in January 1995. Defendants still
have not answered any Interrogatories or produced any
documents.

  (3) Plaintiffs' cross-motion to extend discovery and depose to
out-of-state witnesses: Notwithstanding the London Defendants'
opposition, the Court granted plaintiffs' motion.

  (4) Plaintiffs' motion to compel Frank Weber's deposition: The
London Defendants did not contest this motion, which was
granted.

  19. Finally, Mr. London's request for an award for costs
particularly inappropriate given his past conduct in this case.
Not only has he repeatedly failed to appear for his deposition
(as described in my moving affidavit, see 37 et seq.), which has
required plaintiffs to make multiple motions to compel the
deposition, but also he forced plaintiffs to incur costs
needlessly by frivolously asserting a defamation counterclaim
against plaintiffs which was promptly dismissed by the Court on
the pleading. In short, there is no basis for awarding costs to
the London Defendants. [FN2]

  CONCLUSION

  For the foregoing reasons, and the reasons set forth in my
moving affidavit and plaintiffs' moving memorandum of law,
plaintiffs respectfully request that an order be entered
discontinuing this action without prejudice and without costs
against the London Defendants and granting such other and
further relief as the Court deems proper.

  LEONARD M. MARKS

  Sworn to before me on this day of April, 1995.

  END NOTES

  1 In this connection, Mr. London's complaint about the media
and his claim that plaintiffs have irretrievably ruined; his
reputation" is unfounded. Mr. London himself, the Weber
Defendants and the Grubman Defendants have each invoked the
press in order to suit their purposes. Further, the London
Defendants have not cited or attached even a single article that
reflects any "smearing" of Mr. London's reputation.

  2 The London defendants also purport to seek an award of costs
to compensate third-party witnesses who appeared for
depositions. Defendants have cited no authority for this
extraordinary proposition, and plaintiffs are unaware of any
Moreover, such third-party witnesses received the statutory
witness fees and transportation payment required in connection
with their depositions under CPLR 8001.