The owners of Social Restaurant Group are accusing one another of fraud, financial mismanagement, and breach of contract in half a dozen lawsuits spanning the past year. The litigation involves at least five restaurants, including scene-y spots La Vie and Provision No. 14 as well as an unopened Japanese concept at the Wharf that was initially going to be headed by the chef of Michelin-starred Sushi Taro.
Restaurateur Mike Bramson accuses business partners Naeem Mohd and Rajiv Chadha of trying to oust him from their Wharf restaurant La Vie under false pretenses. He also accuses Mohd of mismanagement and using company funds for personal expenses, including spa services, restaurant and bar tabs, and a political contribution.
Mohd and Chadha accuse Bramson of secretly scheming to steal away the chef of their Japanese restaurant and fraudulently misleading them about it. Mohd also claims Bramson owes money in various businesses. Most recently, the restaurateur filed a defamation lawsuit against Bramson and his wife for making “false” and “malicious” statements about him stealing money from the restaurants.
Both sides deny the other’s allegations. Yesterday, however, a judge determined that there is good cause to believe that Mohd breached his duty as majority member of Provision No. 14 and “unjustly enriched himself.” The judge is prohibiting Mohd from making any financial transactions or management decisions in the restaurant for one year. The court is also appointing a third-party audit firm to examine the books and oversee the company’s finances.
“The free reign of terror that he has had over the business so far has come to a screeching halt,” says Bramson’s lawyer, Johny Chaklader, who’s calling the order “a decisive, unequivocal victory.”
Mohd’s lawyer, Faisal Gill, says he was not alerted to the hearing yesterday: “The reason they got this order was because we were not there.” He says they’ll be asking for a new hearing and appealing to overturn the order.
“This is absolutely ridiculous,” Gill says.
Drama at La Vie
The trouble all started at La Vie, the lavish waterfront destination that restaurant critic Tom Sietsema once described as Vegas-meets-a-Carnival-cruise in a zero-star review. As Bramson’s first lawsuit last March alleges, bad blood started brewing in December 2018 when he says he confronted Mohd about taking kickbacks from the restaurant’s vendors.
“Mike, he’s driven by his faith in God, and he tries to do right by the world,” says Chaklader. He calls his client a “boy scout’s boy scout.”
Bramson alleges that Mohd admitted to accepting kickbacks and said he believed he was entitled to them. Mohd, however, denies taking kickbacks. Gill says a couple of vendors gave him discounts for group purchases across restaurants and that he received some promotional perks, but nothing untoward.
“It led to some tension,” Chaklader says about the confrontation, “and pretty shortly thereafter, Mike was essentially excommunicated, informally.”
In the months that followed, La Vie allegedly needed infusions of cash. Chadha, a CPA, emailed his partners requesting capital contributions to cover shortfalls. Bramson, however, did not pay in the first several times. Instead, Mohd and Chadh covered his share.
“It’s not that Mike didn’t have the money,” Gill says. “I think the relationship had soured by that time to the point where he was just like, ‘I’m not going to put any more money in La Vie.’”
On February 15, Chadha requested more money from the partners for the sixth time in about a month’s span. Under an agreement the owners had signed, if one partner missed a total of six such payments, the others could buy him out. And so the next day, Mohd and Chadha sent Bramson a letter saying that’s exactly what they were going to do. They told him they were instructing their lawyer to remove him from all corporate paperwork and the liquor license. They also set out to block him from using La Vie’s social media accounts.
According to Bramson, this was all a fraudulent scheme to kick him out of the restaurant. He claims his partners were misrepresenting the company’s finances and had been asking for money when they didn’t actually have shortfalls. He adds that they weren’t following the proper procedures of holding board meetings to discuss finances. And all the while, he claims he had not received money that he says the restaurant owed him.
“He was under the impression that the amounts that the company owed to him were the amounts that he could apply against any capital call that was made,” Chaklader says.
As for that fateful sixth capital call, Bramson says in his suit there was no specific timeline for making a payment and that he did in fact pay his share a few days later.
Modh and Chadha tell a different story in their legal response. They say they accurately represented the company’s finances and that Bramson wasn’t looking at the full picture and accounting for pending and immediate expenses and outstanding checks. They say they made it clear to Bramson that there was in fact a deadline; they needed the money immediately in order to cover payroll the next day and other expenses. They say it was only after they brought up buying his stake that Bramson attempted to pay his share.
After his attempted ouster, “the product and service quality at La Vie have declined,” Bramson’s complaint says.
Gill says it’s actually the exact opposite: “Just go on Yelp or go on OpenTable and look at our stars. We’ve got a lot higher star rating than when he was around.”
Fighting continued over a new Japanese hotspot and its Michelin-starred chef.
As their relationship deteriorated at La Vie, the partners were simultaneously planning to open a Japanese restaurant downstairs. Tabu, as it was going to be called, would have floor-to-ceiling windows overlooking the Wharf and a lounge feel with splashy murals, as Washington City Paper described it. The team had scored Sushi Taro’s Nobu Yamazaki to oversee the menu. An additional lawsuit filed by Mohd and Chadha last May accuses Bramson and Yamazaki of fraudulent actions that blew up those plans.
With everything happening at La Vie, the partners had begun discussing Bramson selling his 25-percent stake in Tabu, worth $500,000, to Mohd. All the while, Mohd and Chadha allege Bramson was violating “his duty of good faith and fair dealing” by secretly talking to chef Yamazaki about leaving to start their own restaurant.
Bramson and Yamazaki did team up with Pinch Dumplings owner Zi-Heng Zhu to open Roll’d, a fast-casual sushi and dumpling stall in Ballston’s Quarter Market food hall. The lawsuit also says Bramson acquired a letter of intent with the Wharf to open a competing sushi restaurant. However, Bramson’s lawyer says his client did not and does not have any such plans. But he’s not ruling it out in the future: “As a successful serial entrepreneur, Mike is always open to entertaining new opportunities, regardless of whether they may arise in the Wharf or elsewhere,” Chaklader says.
The lawsuit claims Bramson and Yamazaki “purposefully and intentionally misled” Mohd into believing Yamazaki was still part of Tabu, and that his ultimate departure was a huge blow to the business that caused “significant damages.”
Mohd learned of the chef’s split from a story in City Paper about their new Ballston restaurant. Mohd then tried to call and text Yamazaki but was not able to reach him. Later that same day, Yamazaki sent an email to Mohd and Chadha saying he wanted to sell his own 20-percent stake in the restaurant to Zhu from Pinch Dumplings for $20,000. The lawsuit calls that “a rate severely below fair market value” and notes that Yamazaki hadn’t put his own equity into the restaurant. Rather, they say, Bramson convinced his partners to give the chef the stake in the business because his name would be a draw.
But Chaklader, who’s also representing Yamazaki, says there was no big conspiracy here. He says Bramson didn’t poach Yamazaki away. In fact, he says, the two didn’t coordinate their departures at all.
“Chef Nobu realized that he didn’t want to be associated with these kinds of people either,” Chaklader says. “Thankfully, we don’t have slavery in this country anymore. People are free to go in and out of businesses as they please, and he decided to leave.”
Specifically, Chaklader says that Yamazaki had learned that Tabu’s landlord had issued a default notice, and he was concerned that the restaurant was being financially mismanaged. But Gill says the default notice was actually Bramson’s fault: “Mike was the one who was responsible for building the restaurant. He had messed up so bad with the engineers and the architects.” Chaklader says Bramson was in charge of marketing and promotion, not the build-out.
Yamazaki was also turned off by the way Mohd allegedly conducted himself in front of employees, Chaklader says. “Chef Nobu feels that Naeem is a bully. He rules by aggression and fear. He makes people feel very uncomfortable.”
Gill says the two hardly spent any time together in the short period Yamazaki worked on Tabu. “I’ve never seen any huge temper or anything like that,” Gill says of Mohd.
Chaklader also argues that Yamazaki wasn’t as “essential” to the operation as the plaintiffs make him out to be. “One single individual is not solely empowered to sell sushi in the city of Washington, DC,” Chaklader says.
Mohd and Chadha have since re-conceptualized the venture, set to open this spring, and brought in a new big name chef to consult on the menu: Kaz Sushi Bistro‘s Kaz Okochi. They’ve also changed the name of the restaurant to NaRa-Ya. Nara is a reference to the ancient capital of Japan, but it’s also a stamp of ownership—the beginning of their first names, Naeem and Rajiv.
Accusations of financial mismanagement
Arguments over money weren’t just limited to the Wharf. Last April, Mohd filed another lawsuit against Bramson for allegedly not making his share of bank loan payments on Bonfire, their fire-themed restaurant near Dupont which closed in January 2017.
Chaklader, however, says “there’s no document under the face of the sun” that shows Bramson is obligated to make bank payments for Bonfire. He calls it a “retaliatory lawsuit.”
In July, Mohd sued Bramson again, alongside partners in their Clarendon beer garden The Lot. Mohd alleges in his complaint that he sold his membership interest in the business but was never paid. He then demanded that his shares be returned to him and was allegedly ignored.
Chaklader counters that Mohd was sent a check for his shares but allegedly never cashed it. The beer garden had struggled to get open, and it was only after the place was packed that Mohd wanted back in, the lawyer alleges. He claims a draft operating agreement that would allow him to re-enter the business was never signed by any of the owners.
In November, Bramson filed another lawsuit against Mohd, piling on a litany of accusations about alleged mismanagement at Provision No. 14. “Mohd did not know how to manage or operate a restaurant and was intentionally or recklessly disorganized in maintaining inventory, managing staff, and maintaining basic books and records,” the complaint reads.
Of all the lawsuits, Gill says, “that’s the pettiest one.” He adds: “Because there are so many lawsuits, Mike is just looking for where else can I file a lawsuit?”
In the suit, Bramson claims Mohd used the company’s business card for his personal expenses since at least 2016. Among the alleged purchases: thousands of dollars worth of restaurant meals and bar tabs, a $150 parking ticket, and an $800 political contribution to a candidate running for office in California. He also allegedly spent more than $1,900 on salon and spa services, food, and clothing during travels to the United Arab Emirates, Thailand, and India.
Mohd admits making these purchases, but says they were in fact for business purposes (with one exception that was reimbursed). “Naeem is the face of the restaurant. He goes out, he takes promoters, all kinds of people out,” Gill says of the dining expenses. As for the spa? He says it was a thank you “bonus” for an employee who’d worked some extra shifts. And the political contribution? Gill says Mohd made it an attempt to woo more political events at the restaurant.
“This is DC. You go out, you get involved, and you hope to attract business that way,” Gill says. (Neither side could recall who the candidate was.)
The one exception is the international travel expenses: “His personal card wasn’t working or something like that,” Gill says. “Before Naeem even got back, he had one of his brothers go and reimburse the restaurant right away.”
Chaklader says he’s yet to see the accounting documentation on that.
Bramson also alleges Mohd withdrew large sums of cash from the restaurant company’s operating account and made at least $80,000 in payments from the account to pay off personal credit cards. While Bramson has access to bank statements, he alleges Mohd either doesn’t keep or refuses to provide him with any other financial records.
Gill says Mohd sometimes uses his personal credit card for restaurant business and reimburses himself, but he denies any mismanagement. He counters that it was actually Bramson who controlled the restaurant group’s money, alongside business partner Chadha. “Mike had full access to the checkbooks, could take money out, exchange money, transfer money,” Gill says.
Gill alleges it’s Bramson who doesn’t keep clear accounting records. “Michael had control of the money, and there were a bunch of financial irregularities,” Gill says of La Vie. “I want to be very clear: I’m not saying Mike was stealing or anything like that. He could have explanations for it. But there were just some financial irregularities where Naeem started questioning him and the answers weren’t good.”
Chaklader says all the transactions that Bramson has made on behalf of the company have legitimate explanations and documents to back them up.
The allegations go on: Bramson claims Mohd made arbitrary distributions to the Provision No. 14’s stakeholders, illegally transferred alcohol across state lines, and altered the company’s sales figures to reduce its tax burden. Mohd refutes all of it. “Naeem would not even know how to do that even if he wanted to do it,” Gill says of the latter allegation.
A judge in that case, however, is siding with Bramson, saying that the plaintiff is “likely to prevail on the merits of his claims.” The judge writes that a temporary restraining order and preliminary injunction are necessary to halt Mohd’s “unauthorized, improper, and unlawful management of the company.” The order requires Mohd to turn over all financial records by March 4 and prevents him from withdrawing funds from the restaurant’s accounts, voting on business matters, transferring or selling interest in the company, and making day-to-day management decisions for one year.
Bramson also accuses attorney Gill of conflict of interest by advising the business, which he is a part of, while also representing Mohd in a personal capacity. Chaklader says his client is contemplating filing a bar complaint against Gill. “These people should not be allowed to do this to anybody else,” Chaklader says.
“If he wants to file a bar complaint against me, please go ahead… There is no conflict,” Gill says. “I think they’re grasping at straws, and I think it’s really sad.”
In his latest lawsuit, filed in Arlington County Circuit Court on January 30, Mohd is going after Bramson and his wife, Christal Bramson, for defamation. The complaint alleges that the couple has told promoters, vendors, business partners, potential investors, and others in the industry that Mohd is a “crook” and steals money from his restaurants—statements that are “completely false and done with malicious intent.”
Chaklader calls the lawsuit “pathetic.”
“The opposing party hasn’t bothered to include even a scintilla of supporting evidence. Bringing Mike’s wife into this action is nothing short of a retaliatory intimidation tactic, one that is frankly a new low for this plaintiff,” he says.
Neither side has ruled out the potential for more litigation either.
“I can tell you there are other issues that have not been addressed in the current lawsuits that have been filed,” Chaklader says.