(This story is part of an ongoing series on TiE New York by Darmin Bachu, a community activist with expertise in nonprofit governance and entrepreneurship.)
By Darmin Bachu
The internal governance dispute engulfing TiE New York, the New York chapter of the global nonprofit entrepreneurial network The Indus Entrepreneurs, has taken a turn. Fresh court filings in Dama v. TiE New York et al. (Queens County Index No. 734043/2025) sharpen allegations that the chapter’s president, Jignesh Patel, misled the court, improperly declared himself “cleared,” and is being shielded by conflicted counsel.
At the center of the escalating fight: a WhatsApp message Patel admits sending —
“I can call Ashish and shut down anything you have going on with him. Same goes for Ranu,” wrote Jignesh Patel by text message on April 2, 2025.
That text, sent at 10:00 a.m. according to the complaint, is the foundational act underlying a derivative and direct action brought by charter member Kesav Dama. What began as an internal governance complaint is now a multi-front legal battle over fiduciary duties, standing under New York’s Not-For-Profit Corporation Law, and whether the organization’s own investigative process was legitimate.
The motion to dismiss — and the counterattack
In January 2026, defendants—Patel, the Board of Directors, and TiE New York itself—moved to dismiss under CPLR 3211(a)(1), (2), (3), and (7), arguing lack of standing, failure to meet the 5% derivative threshold under N-PCL § 623, failure to make proper demand, and failure to state a claim.
The defense memorandum characterizes the lawsuit as “a personal disagreement” and urges judicial restraint over nonprofit governance decisions.
But Dama’s opposition filings respond with something more pointed: accusations of demonstrable falsehoods in Patel’s sworn affidavit and structural conflicts of interest in the defendants’ legal representation.
Six critical issues emerging from the new filings
1. The “623 Letter” Dispute: Was the demand properly made?
Patel swore in his affidavit that the plaintiff from “nowhere” asked the Board to bring the type of action later filed.
Dama counters that on October 31, 2025, through counsel, he sent a formal demand letter threatening derivative action unless Patel was removed—attaching what he says is a timestamped email to the Board Secretary.
If substantiated, this would directly undermine one of the motion’s core arguments: failure to satisfy the statutory demand requirement under N-PCL § 623.
2. The Special Committee “Clearing” — Substance or Self-Exoneration?
On January 7 and again January 15, 2026, Patel circulated a message to charter members stating:
“An independent subcommittee… reviewed the matter… The Board unanimously accepted the findings… The matter is now formally closed.”
The defense memorandum relies on that Special Committee Report as evidence of proper internal review.
But Dama challenges the legitimacy of that report, alleging:
Under Auerbach v. Bennett, courts defer to independent board investigations—but only when independence and procedural regularity are established. The authenticity of that report is now squarely in dispute.
3. Admitted threat — Minimized as “exasperation”
Patel admits making statements about “shutting him down,” but characterizes them as private messages made “in exasperation.”
Dama argues that call logs referenced in the Special Committee materials show multiple contacts initiated by Patel in a compressed time window while Dama was traveling, contradicting the narrative of reactive frustration.
The tone and context of that threat—particularly references to Ashish and Ranu, figures associated with TiE Mumbai—may factor into whether the communication constitutes tortious interference or intimidation.
4. The Cease-and-Desist Letter
Patel swore he “received no such letter” demanding he cease contact.
Dama attaches what he claims is a cease-and-desist letter sent through counsel instructing Patel to stop direct communications.
The discrepancy is not trivial: it speaks to credibility under oath.
5. Conflict of interest: One lawyer for all
Perhaps the most structurally significant issue concerns defense counsel Joseph Carbonaro.
According to plaintiff filings, Carbonaro simultaneously represents:
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TiE New York (the nominal corporate defendant),
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The Board as an entity,
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Individual directors accused of breaching fiduciary duties, including Patel
In derivative litigation, the corporation’s interests are typically adverse to individual directors. Dama argues this tripartite representation constitutes a non-waivable conflict under New York Rules of Professional Conduct Rule 1.7.
The plaintiff seeks disqualification and appointment of a litigation trustee to represent the nonprofit independently.
6. Advice to withhold records
In a February 3, 2026 email attached to Dama’s affidavit, Carbonaro instructs the nonprofit’s executive director to disregard a bylaw and board minutes request unless made through New York litigation counsel
Plaintiff characterizes this as advice to violate statutory inspection rights under New York law.
The stakes: Governance or control?
The defense frames the lawsuit as judicial overreach into nonprofit self-governance.
The plaintiff frames it as necessary intervention to prevent directors from insulating themselves from accountability.
This is no longer merely about a WhatsApp message. It is about:
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Whether nonprofit boards can self-investigate when accused.
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Whether counsel may defend both the corporation and the accused fiduciaries.
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Whether derivative demand was satisfied.
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Whether statements to members about being “cleared” were accurate.
What happens next
The NY Queens Supreme Court must decide:
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Whether the plaintiff satisfies the 5% standing threshold.
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Whether demand was properly made or excused.
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Whether the Special Committee investigation warrants business judgment deference.
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Whether counsel must be disqualified.
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Whether the case survives CPLR 3211 dismissal.
If even part of the complaint survives, discovery could expose internal communications, board minutes, and the full Special Committee record.
For a volunteer nonprofit built around mentorship and entrepreneurship, the litigation now poses reputational and structural risk. What began as a text message dispute has evolved into a test case on nonprofit fiduciary governance in New York.
The court’s ruling may determine whether TiE New York’s internal process was an exercise in due process—or a closed loop of self-protection.
