FILED: NEW YORK COUNTY CLERK 02/11/2015 09:21 PM INDEX NO. 653897/2014 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/11/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X In the Matter of the Application of : : Index No.: 653897/2014 STEPHEN FREIDUS, individually and derivatively : as a General Partner on behalf Andover Equities : : Plaintiff, : ANSWER : : - against : : LEONARD GERO and Andover Equities : ASSOCIATES, : : Defendants ---------------------------------------------------------------- X Defendants LEONARD GERO ( Gero ) and Andover Equities, by his attorneys, The Lorenc Law Firm, ANSWER the Verified Complaint of Plaintiff STEPHEN FREIDUS ( Freidus ), and assert affirmative defenses and alleges counter claims as follows: I. DEFENDANT S ANSWER TO PLAINTIFFS ALLEGATIONSTHE PARTIES 1. Defendant admits the allegations contained in paragraph 1 of the Complaint. 2. Defendant admits the allegations contained in paragraph 2 of the Complaint with respect to being a resident of the State of New York and a general partner of the 45 th Street Partnership, but denies being resident of the County of New York. Defendant is a resident of the County of Nassau.
3. Defendant admits the allegations contained in paragraph 3 of the Complaint. 4. Defendant admits the allegations contained in paragraph 4 of the Complaint, with said admission limited to solely as to what was agreed upon at the time Andover Equities was formed. Except as so stated, Defendant denies the allegations set forth in paragraph 4 of. 5. Defendant admits the allegations contained in paragraph 5 of the Complaint. 6. Defendant admits that Plaintiff was a general partner and that he was endowed with all necessary powers to carry out the purposes, business and objectives of the Partnership. Except as so stated, Defendant denies the allegations set forth in paragraph 6 of 7. Defendant admits the allegations contained in paragraph 7 of the Complaint. 8. Defendant admits the allegations contained in paragraph 8 of the Complaint. 9. Defendant vehemently denies the allegations set forth in paragraph 9 of 10. Defendant vehemently denies the allegations set forth in paragraph 10 of 11. Defendant vehemently denies the allegations set forth in paragraph 11 of 2
12. Defendant vehemently denies the allegations set forth in paragraph 12 of 13. Defendant vehemently denies the allegations set forth in paragraph 13 of 14. Defendant vehemently denies the allegations set forth in paragraph 14 of 15. Defendant vehemently denies the allegations set forth in paragraph 15 of 16. Defendant vehemently denies the allegations set forth in paragraph 16 of 17. Defendant denies the allegations contained in paragraph 17 of the Complaint. 18. Defendant denies the allegations set forth in paragraph 18 of the Complaint because they call for a conclusion of law. Except as so stated, Defendant denies the allegations set forth in paragraph 18 of 19. Defendant denies the allegations set forth in paragraph 19 of the Complaint because they call for a conclusion of law. Except as so stated, Defendant denies the allegations set forth in paragraph 19 of 20. Defendant admits to being in possession of the books, accounts, tax records. Defendant admits that the books, accounts, tax records are necessary for the winding up of the [partnership] affairs and distribution of assets. Except as so stated, Defendant denies the allegations set forth in paragraph 20 of 3
AS AND FOR ANSWERING PLAINTIFF S FIRST CAUSE OF ACTION 21. Defendant reasserts the answers to paragraphs 1-20 as though fully set forth herein. 22. Defendant denies the allegations contained in paragraph 22 of the Complaint with respect to there being an irreconcilable deadlock, dissension, and distrust between Andover [Equities] two general partners. Defendant admits that there exists hostility between the Andover [Equities] general partners, to wit, the use, operation, [and] management of the Jerome Property. Defendant denies there being any hostility between the general partners [concerning] the disposition of the Jerome Property. 23. Defendant denies the allegations set forth in paragraph 23 of the Complaint. 24. Defendant vehemently denies the allegations set forth in paragraph 24 of 25. Defendant vehemently denies the allegations set forth in paragraph 25 of 26. Defendant denies the allegations set forth in paragraph 26 of the Complaint. 27. Defendant denies the allegations set forth in paragraph 27 of the Complaint. AS AND FOR ANSWERING PLAINTIFF S SECOND CAUSE OF ACTION 28. Defendant reasserts the answers to paragraphs 1-27 as though fully set forth herein. 4
29. Defendant admits the allegations set forth in paragraph 29 of the Complaint, limited solely to the Court s authority. Except as so stated, Defendant denies the allegations set forth in paragraph 29 of 30. Defendant vehemently denies the allegations set forth in paragraph 30 of 31. Defendant vehemently denies the allegations set forth in paragraph 31 of 32. Defendant vehemently denies the allegations set forth in paragraph 32 of 33. Defendant vehemently denies the allegations set forth in paragraph 33 of 34. Defendant vehemently denies the allegations set forth in paragraph 34 of AS AND FOR ANSWERING PLAINTIFF S THIRD CAUSE OF ACTION 35. Defendant reasserts the answers to paragraphs 1-34 as though fully set forth herein. 36. Defendant admits the allegations set forth in paragraph 36 of the Complaint with respect to having a fiduciary dut[y]. Except as so stated, Defendant denies the allegations set forth in paragraph 36 of 37. Defendant vehemently denies the allegations set forth in paragraph 37 of 38. Defendant lacks sufficient knowledge to answer the allegations set forth in paragraph 38 of 5
39. Defendant lacks sufficient knowledge to answer the allegations set forth in paragraph 39 of 40. Defendant lacks sufficient knowledge to answer the allegations set forth in paragraph 40 of II. DEFENDANT S AFFIRMATIVE DEFENSES AS AND FOR A FIRST AFFIRMATIVE DEFENSE 41. Plaintiff Freidus s claims fail to state a cause of action upon which relief may be granted. AS AND FOR A SECOND AFFIRMATIVE DEFENSE 42. Damages incurred by Plaintiff Freidus, if any, are the result of Plaintiff s own culpable conduct. AS AND FOR A THIRD AFFIRMATIVE DEFENSE 43. Plaintiff Freidus s Claims are limited and or barred by Plaintiffs material misrepresentation. AS AND FOR A FOURTH AFFIRMATIVE DEFENSE 44. Plaintiff Freidus s Claims are limited and or barred by documentary evidence. 6
III. DEFENDANT S COUNTER CLAIMS TO PLAINTIFFS ALLEGATIONS 45. Defendant repeats, reiterates and re-alleges all of the admissions and denials contained in the Answer as though fully set forth herein. PARTIES 46. The Andover Equities is a general partnership that was created to provide the investment structure to permit the limited and general partners thereof to acquire, operate, refinance, and sell the real property known as 3445 Jerome Avenue Bronx, New York. 47. Gero are Freidus co-general partners thereof, with equal interests therein. 48. In 2005 Gero and Freidus formed Andover Equities LLC, a domestic limited liability company formed under the Limited Liability Company Law of the State of New York. 49. Gero and Freidus are members with equal fifty/fifty (50/50) membership interest therein. 50. In 2005 Andover Equities LLC (the LLC ) became the owner and/or all ownership interest in the Jerome Property was transferred thereto by Freidus and Gero. 51. The LLC s office has been located in the office of Andover Realty Inc. since the formation thereof, specifically located at 62 West 45 th Street New York, New York. 52. In 1966 Freidus and Gero formed Andover Realty Inc. ( Andover ). 53. Gero and Freidus formed Andover to both operate their mutual a real estate brokerage business and provide further insulation from potential personal liabilities that could arise from managing real properties that Freidus and Gero jointly owned. 7
54. For the past forty-five (45) years Andover has provided real property management services to the real properties Gero and Freidus owned in equal equity interests through various business entities thereof. 55. Gero and Freidus are joint owners with equal equity interests in the forgoing real properties in the State of New York, commonly known as: A) 197 Bleecker Street, New York, NY OWNED BY 197 Bleecker St Associates LLC. Property Type Three (3) Story Residential Building with Ground Floor Commercial B) 62 West 45 th Street New York, NY OWNED BY 62 West 45 th Street Associates LP, which is composed of more than twenty plus (20+) limited partners having an equity interest therein, with Freidus and I as the general partners thereof. Property Type Eleven (11) Story Office Building with Ground Floor Commercial C) 3445 Jerome Avenue Bronx, NY OWNED BY Andover Equities LLC Property Type One (1) Story Commercial Building 56. In 1975 Andover New Jersey Inc. ( Andover NJ ) was formed in the state of New Jersey, playing an identical role for Gero and Freidus for two (2) properties they currently own in equal joint equity interests in the State of New Jersey, more specifically known as: D) 355 Michele Place Carlstadt, NJ OWNED BY Park Avenue Associates Property Type 1 story 33,500ft2 industrial building, net leased by Rosenthal Crystal E) 1055 Paterson Plank Road Secaucus, NJ OWNED BY Towers Associates LP 8
Property Type Warehouse Retail Store (land) triple net leased by Home Depot. 57. Andover and Andover NJ ( Andover ) has and continues to provide exclusive real property management and real estate brokerage services to the owning entities of the real properties that Gero and Freidus jointly hold. BACKGROUND 58. In December of 2010 Freidus, voluntarily retired from Andover and Andover NJ, leaving Gero to oversee the day-to-day management and operations of the real properties Gero and Freidus jointly owned. 59. From January through August of 2011 Freidus and Gero attempted to negotiate both the manner by which brokerage commissions earned through Andover s operations would be distributed among them and the manner and amount of compensation Gero would receive in the form of a salary from Andover in light that Freidus was no longer actively participating in the management and brokerage services, but continued to benefit from business thereof. 60. On or about June 29, 2011 Freidus, through a representative, represented in an email to Gero that he desired to sell all of the real estate he and Gero jointly held and liquidate both Andover and Andover NJ. 61. On or about June 29, 2011 Gero, through a representative, responded to Freidus s email indicating to the effect that Gero would be willing to purchase Freidus s interests in the real properties they jointly owned, but did not believe that a liquidation of the portfolio would be financially advantageous. 62. Freidus did not respond to Gero s offer to purchase Freidus s interests in the real properties nor continued with negotiations as set forth in paragraph 50 herein. 9
Rather, Freidus elected to initiate the first of four (4) law suits against Gero in October of 2011. 63. On October 26, 2011 Freidus filed a petition for the judicial dissolution of Andover NY, bearing Index No. 652949/2011, before the Honorable Peter Sherwood in New York Supreme Court, County of New York (the October 26 th Petition ). 64. Freidus alleged, among other things in the October 26 th Petition that he and Gero were hopelessly deadlocked and that Andover NY needed to be judicially dissolved. 65. Gero opposed the October 26 th Petition moving to dismiss the petition because he and Freidus were not deadlocked over the management of the properties as Freidus so erroneously alleged, but merely were negotiating over the manner by which Andover would continue to distribute brokerage commissions and Gero a salary. 66. On March 22, 2012 Freidus voluntarily withdrew the October 26 th Petition and Order to Show Cause ( OSC ) some five (5) months after initiating the aforementioned action against Gero. 67. Gero and Freidus resumed negotiations prior to Freidus withdrawing the October 26 th Petition, this time focusing on a stock redemption plan where Freidus would surrender his ownership interests in Andover for the value of his shareholder capital account less any liabilities that Freidus had to Andover and, with Gero, enter into a formal real property management agreement with Andover as the owners of the real properties Andover provided real property management services thereto. 68. Negotiations came to an impasse, particularly centering on the level oversight that Freidus would have in the day-to-day management of the properties as an 10
owner thereof. Specifically, Freidus demanded that Andover obtain Freidus s express permission when entering and/or renewing leases with tenants or caused repairs and capital improvements to any of the real properties that were to be in excess of $5,000.00, despite Gero being able to authorize Andover to act on behalf of the real properties because he, like Freidus, was a joint owner of the properties in equal interest. 69. The level of oversight demanded by Freidus was contrary to the manner by which Andover was permitted to manage the real properties for more then forty (40) years. 70. In September of 2012 Freidus called a meeting of the shareholders of Andover to hold a vote on a shareholder resolution to 1) dissolve Andover, 2) appoint Freidus as the administrator to oversee the winding up of Andover s affairs, and 3) distribute the assets to the shareholders thereof. At no time was Andover NJ mentioned nor considered to be dissolved during said vote. 71. Gero initially voted in opposition to the shareholders resolutions as set forth in 70, but amended his vote shortly thereafter, where Gero agreed to dissolve Andover, but did not consent to Freidus to be appointed as the sole administrator of Andover because, Freidus, having voluntarily retired from Andover in December 2010 and had no involvement in the day to day operations since January 1, 2011 through the date of the shareholders meeting in September of 2012 and therefor could not possibly know the current assets and liabilities of Andover and its present state of business. 72. Despite Gero s consent to dissolve Andover, Freidus yet again, filed a petition to compel the judicial dissolution of Andover on November 21, 2012 before the 11
Honorable Marci Friedman in the Supreme Court of New York, County of New York (the November 21 st Petition ). 73. Freidus s November 21 st Petition sought that an order be issued dissolving Andover, that Freidus be appointed as the receiver of Andover, and that an accounting of Andover be performed for all monies owed to Freidus. See Stephen Freidus v. Andover Realty Inc. et. al. Index No. 654051/2012. 74. Gero did oppose Freidus s second petition for the dissolution of Andover, but only to the extent that Freidus be appointed as the receiver. 75. In February 2012 a hearing was conducted before Judge Friedman where Gero and Freidus agreed to adjourn the matter in light that Gero and Freidus had agreed to act as co-administrators during the dissolution of Andover, leaving the only a final accounting and a hearing to be conducted before a special referee should there be disputes concerning the amounts thereof. 76. Gero and Freidus directed that Blaine Land, CPA ( Land ) conduct the final accounting of Andover. 77. Land was the accountant for Gero and Freidus personally, the owning entities of the real properties, and Andover for more then twenty years and remains as such as of the date of this Answer. Land has and continues to provide both Gero and Freidus as members of the LLC and Andover Equities the tax returns for both entities. 78. The final accounting of Andover revealed that Freidus was NOT owed money from Andover, but, as of December 31, 2012, owed Andover $235,137.00 in the form of loans made to him from Andover. 12
79. When offset by Freidus s shareholder equity in Andover Freidus owed Andover $119,148.00. 80. By contrast Gero was owed $467,292.00 from Andover. 81. Subsequent to and ONLY AFTER learning of his substantial liabilities to Andover, Freidus filed the petition for the judicial dissolution of Andover NJ in the Superior Court of the State of New Jersey, County of Bergen before the Honorable Menelaos Toskos (Docket No.: 117-13), citing that he and Gero were hopelessly deadlocked over the management thereof, despite never being the subject of the impasse in negotiations that led to Freidus s November 21 st Petition for the judicial dissolution of Andover. 82. Freidus only filed suit for the judicial dissolution of Andover NJ to use the funds received from the dissolution in New Jersey to offset his liabilities to Andover in New York. 83. Subsequent to the hearing on February 8, 2013 before the Honorable Marcy Friedman in New York Supreme Court through May 6, 2013 Gero and Freidus engaged in negotiations to resolve the disputes concerning Andover and Andover NJ ( The Andovers ), specifically to a) avoid the dissolution thereof, b) permit The Andovers and/or Gero and exclusive right to manage the real properties that Freidus and Gero owned in equal parts, and c) to remit to Freidus sums owed to him by Andover NJ and d) have Freidus remit funds that he owed to Andover based on the final accountings respectively thereof. 84. On May 6, 2013 Gero and Freidus entered into a settlement agreement ( May 6 th Agreement ). 13
85. The May 6 th Agreement provided the mechanism for Freidus to redeem his stock for the amounts owed to him from The Andovers, less his liabilities to Andover and granted Gero an exclusive property management contract over the real properties he and Freidus were co owners of. 86. The aforesaid exclusive property management contract ( Management Contract ) granted Gero the right to be the real properties exclusive managing agent through December 31, 2018. 87. Furthermore, the impasse concerning Freidus s demands that Gero obtain Freidus s express consent when making repairs, capital improvements, and/or entering into leases was overcome where Gero and Freidus agreed that Gero, either personally or through an entity, shall continue to manage the Properties in the same manner as they have been and which both Freidus and Gero acknowledge they have come to benefit from for the past twenty (20) years. 88. Unlike most third party real estate management companies Andover and Andover NJ, being owned and operated by the owners of the real properties they managed, entered into leases, made repairs and/or capital improvements, and renegotiated mortgage interest rates as with the latitude that owners of real properties would. 89. This manner of management permitted Andover to be a more efficient managing agent then a third party management company would because Gero and Freidus, whether together or separately, could make decisions that non-interested thirty party management companies ordinarily could not make without the consent of the owning entity of the property it managed. 14
90. This manner of property management permitted Gero and Freidus to work independently, permitting Gero to spear head the development of one of the real properties in New Jersey, with Freidus overseeing the New York operations and worked without fail except for one time in the forty years of Andover s operations. 91. In 1993, Gero was developing a land deal in Secaucus, NJ, requiring that he primarily operate from an office in New Jersey and consult with Freidus from Gero s office in New Jersey concerning the management of their jointly held properties. 92. Freidus continued operate from Andover s New York office located then at 260 5 th Avenue, which, like all the properties Andover managed, was owned by Gero and Freidus. 93. 260 5 th Avenue Associates LP was a limited partnership that the owned 260 5 th Avenue with Gero and Freidus being the general partners thereof. 94. During this time period Gero and Freidus, although not physically working in the same office together as they had done for close to thirty (30) years, continued to coordinate management of the real properties with one another. 95. However, in late 1993 and unbeknownst to Gero at the time, Freidus, in an apparent strategy to strong arm Cross Land Savings (holder of the mortgage) into reducing the interest rate on the mortgage for 260 5 th Avenue stopped making monthly mortgage payments on the twelve (12) story sixty thousand square foot (60,000ft2) commercial building located at 260 5 th Avenue New York, New York. 96. Freidus did not discuss his strategy with Gero until Cross Land Savings notified Freidus that they were accelerating the note pursuant to the terms of the mortgage because Freidus s failed to render monthly payments thereon. 15
97. It was to late to remedy the default when Freidus notified Gero that the mortgage was accelerated and the principal amount of $2,800,000.00 plus arrears was due. 98. Freidus conveyed to Gero that he stopped paying the mortgage in an effort to force Cross Land Savings to reduce the interest rate thereon in order to cut expenses during a temporary down turn in the profitability their real estate business. 99. However, at the time the acceleration occurred the limited partnership had capital reserves of approximately $286,000.00 in cash, a sum that was more then adequate to continue to pay the monthly mortgage payment of approximately $40,000.00 per month (comprised of taxes, principal and interest) on a principal mortgage amount of $2,800,000.00 for at least seven (7) months even in the event that the monthly revenue derived from the operation of 260 5 th was not adequate to do so. 100. In 1994 260 5 th Avenue was estimated to be conservatively valued at $12,000,000.00. 101. 260 5 th Avenue, not having the capital reserves to pay the now accelerated note, had to be sold under duress after filing for bankruptcy to stay off a foreclosure action. 260 5 th Avenue sold with the bankruptcy court s approval for $4,000,000.00. 102. The sale of 260 5 th Avenue resulted in a loss to the limited and general partners in an estimated aggregate sum of $8,000,000.00, not taking into consideration the staggering loss of monthly revenue over the course of an undeterminable number of years that the property would be owned and operated by the same limited partnership. 103. Upon information and belief 260 5 th Avenue s current market value is approximately $40,000,000.00.00 16
104. Subsequent to the Settlement Agreement becoming effective in 2013 Gero, through Andover, oversaw the management of the real properties pursuant to the terms set forth therein. 105. Freidus, for the most part, provided little guidance and/or input concerning the affairs of any of the real properties, only calling the office sporadically, but when doing so making said calls incessantly during the days he did initiate calls to Andover, with said calls largely pertaining to the request for documentation previously provided to him. 106. Despite Freidus s lack of participation in the affairs of the Jerome Property Freidus devoted the time to initiate a third civil action against Gero, specifically filing an action for the partition of a real property Gero and Freidus jointly held in Queens, New York. 107. On or about December 6, 2013 Freidus filed an action for the judicial partition of the real property known as 29-27 Queens Plaza, Long Island City, New York ( LIC ). 108. Freidus and Gero owned LIC as tenants in common with equal fifty percent (50%) equity interests, holding said interests in their own individual limited liability company with Freidus s ownership interest being held by H&S Equities, LLC ( H&S ) and Gero s ownership interest being held by LG 41 st Avenue Associates LLC ( LG 41 st ). 109. In the December 6 th Complaint for the partition of LIC Freidus alleged, among other things, that he and Gero were once again deadlocked as owners over the 17
management of the LIC, specifically pertaining to whether to sell LIC and that Gero refused to furnish Freidus requested documentation pertaining to LIC. 110. Upon information and belief Freidus filed the December 6 th Complaint in an effort to circumvent the May 6 th Management Agreement because Gero s exclusive management term of all the real properties Gero and Freidus jointly owned remained in force in the event that Freidus sold part or all of his fifty percent (50%) interest in a specific property. 111. Upon information and belief the value of a fifty percent (50%) interest sold on its own is not as valuable as the same fifty percent (50%) interest in a real property when the entire property is sold as a whole and certainly not as valuable when one of the owners remaining has an exclusive property management term that survives the sale of the selling owners interest. 112. Gero, having received a number of offers from persons interested in purchasing LIC, despite the property not actually being listed on the market for sale, filed an Answer and Counter claims to the December 6 th Complaint, citing that he was and continued to be willing to sell the LIC, but an order directing the partition thereof and forced sale was NOT the best and most favorable economic means to do so. 113. To their credit Gero and Freidus worked together to locate several potential buyers, eventually entering into a purchase sale agreement two (2) months after Freidus had filed his December 6 th Complaint, selling LIC in May of 2014. 114. From May 2014 through much of the summer Freidus not only ceased his at times incessant phone calls to Andover, but withdrew further from communicating with Gero almost all together, until such time as Gero received a formal demand from 18
Freidus requesting the production of certain documents, including, but not limited to leases in force for 62 West 45 th Street, the limited partnership agreement for the 45 th Street Partnership, and the other organizational documents for the owning entities of the remaining real properties that Freidus and Gero jointly owned. 115. Puzzled, Gero, by way of his attorney, informed Freidus s attorney that Freidus had been provided the requested documents a number of times in satisfaction of previous requests made thereby and that the production thereof was a burden on Andover s operation. 116. In response to Freidus s request Gero authorized his attorney to advise Freidus s counsel that Freidus and/or a representative thereof was more then welcome to come to Andover s office and copy the documents he requested. 117. Unfortunately, Freidus refused to do so citing that to do so would cause him to incur a substantial expense and reiterated his demands for the re-production of the documents requested, without consideration as to the expense that would be incurred to Andover. Freidus even went as far as to direct his attorney to file a complaint requesting the production of the documents on September 29, 2014. 118. Gero ultimately provided the requested documents again as he had done a number of time prior thereto only to once again be sued by Freidus not only for the dissolution of 62 West 45 th Street Associates LP, but the owning entities of the remaining properties they jointly hold in the State of New York. 119. On or about December 23, 2014 Freidus simultaneously filed three separate actions for the judicial dissolution of 197 Bleecker St Associates LLC, Andover Equities, LLC and the 45 th Street Partnership. 19
120. There are a number of reasonable alternatives other then the judicial dissolution and liquidation for the Andover Equities, many of which have been previously discussed between Freidus and Gero, such as Gero s offer to purchase Freidus s interest therein and/or sell the assets thereof in the most economically favorable fashion by restructuring the owning entity of the Jerome Property to take advantage of the Internal Revenue Services 1031 Tax Deferred Exchange, all of which have been previously communicated to Freidus by Gero. 121. Upon information and believe it is clear from Freidus s conduct that the instant action is nothing more then a means to subvert the May 2013 management agreement and force Gero to sell the Jerome Property in accordance with Freidus s will, regardless of the tax consequences both he and Gero will face in the event that the owning entity is not restructured to permit a 1031 exchange. 122. Freidus, is NOT fit to act as a receiver, as he has demonstrated that not knowledgeable to the Jerome Property s current business where Freidus is not aware of the owning entity of the Jerome Property, information that could have been readily ascertained by either conducting a simple ACRIS search, contacting the office of Andover Realty, reviewing one of the many files in is possession pertaining thereto, reviewing the tax returns that are annually supplied to him by Land, and/or contacting Land himself. AS AND FOR DEFENDANT S FIRST CAUSE OF ACTION Loss of Business Revenue and/or Value 123. It is regular practice for savvy real estate investor to review property records and/or law suites affecting the title and/or owning entities thereof to determine 20
ancillary factors that not only may effect that marketability of a an individual property s title, but the market value thereof. 124. Savvy real estate investors will generally seek to and only be willing to purchase a property at a discount from its ordinary market value where there is a dispute among the owners, especially if the dispute claimed in a civil action is similar in nature to the claims that the Plaintiff has made. 125. Freidus, being a real estate investor for almost fifty (50) years, knew and/or should have known that the filing of such an action would drastically reduce the price a potential buyer would pay to acquire the Jerome Property. 126. Freidus s actions, specifically the filing of the Complaint and salacious allegations set forth therein, have harmed the market value of the property. 127. Such harm was foreseeable to Freidus, yet Freidus proceeded with his erroneous claims in an effort to force the sale of the Jerome Property at a sale price far below that of what the Jerome Property would likely sell for if Freidus had not engaged in such litigious activity. 128. Gero has been harmed from Freidus s intentional, reckless, and/or negligent actions in an amount to not yet to be determined, but in an amount to be in excess of $1,000,000.00 21
WHEREFORE, Defendants demand judgment against Plaintiff as follows: A) For An Order Denying Plaintiff s Claim That Andover Equities be Judicially Dissolved, B) For an Order Denying that Plaintiff Stephen Freidus be appointed as a receiver C) In an amount of $1,000,000.00 in compensatory damages for Defendant s loss in revenue from the reduced value to the Jerome Property from the conduct of the Plaintiff, D) For an Order awarding Defendant Leonard Gero attorneys fees, costs, expenses, disbursements, and E) That Defendant be awarded such other relief as the Court may deem just and proper. DATED: February 9, 2014 Robert C. Lorenc Robert C. Lorenc The LORENC Law Firm P.C. 1313 3 rd Avenue 2 nd Floor Office New York, NY 10021 212-628-0562(office) 212-879-2915(facsimile) Attorney for Defendants 22