RFF Family Partnership, LP v. Link Development, LLC et al

Filing 1

COMPLAINT Verified Complaint against Robert V Wallace, Jeffrey B. Karll, Link Development, LLC, Russell and Associates LLC Filing fee: $ 350, receipt number 0101-3432030 (Fee Status: Filing Fee paid), filed by RFF Family Partnership, LP. (Attachments: # 1 Civil Cover Sheet, # 2 Civil Cover Sheet Category, # 3 Exhibit A - Certificate of Organization, # 4 Exhibit B - Foreclosure Deed, # 5 Exhibit C - Desert Pine Mortgage, # 6 Exhibit D- Certificate of Organization, # 7 Exhibit E - Managers Cert, Cert of Manager, # 8 Exhibit F - Desert Palm Mortgage, # 9 Exhibit G - BD Mortgage, # 10 Exhibit H - Amendment of Mortgage, # 11 Exhibit I - Certificate of Organization, # 12 Exhibit J - Superior Court Complaint, # 13 Exhibit K - Link Land Court Complaint, # 14 Exhibit L - Note, # 15 Exhibit M - Loan Agreement and mortgage, # 16 Exhibit N - Guaranty, # 17 Exhibit O - subordination agreements, # 18 Exhibit P - Assignment, # 19 Exhibit Q - Settlement Agreement, # 20 Exhibit R - Russell Land Court Complaint, # 21 Exhibit S - Land Court Decision, # 22 Exhibit T - Memorandum of Sale, # 23 Exhibit U - redacted P&S)(Briansky, Richard)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

RFF FAM]LY PARTNERSHIP, LP,

Plaintift
Civil Action No

LINK DEVELOPMENT, LLC
JEFFREY KARLL, ROBERT V.
WALLACE, JR, in his capacity as Trustee
of the BD LENDING TRUST, and
RUSSELL AND ASSOCIATES LLC,
Defendants

VERIFIED COMPLAINT

1.

By this action, RFF Family Parlnership, LP ("RFF"), a commercial lender, seeks,

among other things, equitable reliefin the forrn ofan order requiring its borrower, Link

Development LLC

('Link'),

and its principal, Jeffrey

Karll ("Karll"), to specifically perform

covenants under the parties' loan agreement. In particular, RFF requests an order requiring

Link

and Kar1l to discharge an existing mortgage ofrecord currently held by BD Lending Trust (the

"BD Morlgage"). RFF's claim arises out of
Kar11 and

a $1.4

million commercial loan to Link. Although

his company Link represented to RFF that it would have a legally valid and

enforceable first lien on four (4) parcels ofland in Saugus, Massachusetts (the "Property"),
RFF's morlgage was subordinate to a mortgage recorded prior in time held by BD Lending

Trust. In recognition of their obligations, Karll, through his company Link filed

a actions in

Suffolk Superior Courl and the Land Court to drscharge the BD Mortgage. After allegedly
incurring $800,000 in unpaid attorneys' fees, all of the parties in the Link Actions signed a

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both

"Settlement Ageement" which required that the B.D. Lending Trust discharge the BD Morlgage
and that Lìnk deliver a

"full

release from Jeff¡ey

Karll and Essam Al Tamìmi." Link

and

Karll

failed and refused to comply with their obligations (which would have resulted in a discharge of
the BD Mortgage), opposed the enforcement of the Settlement Agreement and presumably
intend to proceed to trial (while the BD Mortgage continues to encumber the Property).

Moreover, Karll on behalf of Lrnk, encumbered the Properly with at least one additional lien in

violation of their loan obligations. As
and

a result,

RFF seeks an order from the Courl requiring Link

Karll to specifically perform their obligations under their loan documents; or in the

altemative declare the BD Mortgage void as a result of fraud and lack of consideration. In
addition, RFF seeks to collect its remaining balance on its loan from both Link and its principal

Karll.

JURISDICTION AND VENUE

2.
Plaintiff is

Pursuant to 28 U.S.C. $ 1332, the Court has junsdiction over this matter as the
a citizen

of Califomia, all Defendants are citizens of Massachusetts, and the amount

in controversy exceeds $75,000.

3.

Pursuant to 28 U.S.C. $ 1391, the District of Massachusetts is the proper venue

for this action because all Defendants reside in Massachusetts, the real properly which is the
subject of this dispute is located in Saugus, Massachusetts, and the conffacts in dispute were
issued in Massachusetts.

PARTIES

4.

RFF is a limited partnership formed under the laws of Califomia with a principal

place of busines s of 226 23'd Street, Santa Monica, California.

I344651 I103t70/8

5.
business

Link is a Massachusetts limited liability company with

of2 Prince

prìncipal place of

Street, Boston, Massachusetts. Link is a single asset LLC and on

information and belief has signìficant debt and limited

6.

a

assets.

Karll is a Massachusetts resrdent who resides at 2 Pince Sffeet, Boston,

Massachusetts. Karll claims to be a manager of Link and another ¡elated entity, Desert Pine LLC

("Desert Pine").

1.

Robert Wallace is a resident of Massachusetts and president of Wallace Capital

LLC ("Wallace Capital"),

a

private commercial lender which provides "short-term" high interest

loans to borrowers. Wallace is the trustee of BD Lending Trust, a trust organized under the laws

of Massachusetts. Wallace retained Steven Ross ("Ross") to represent Wallace Capital in a loan
to Link and Karll. At all times relevant Ross operated as Wallace's agent.

8.

Russell and Associates, LLC ("Russell") is a Massachusetts limited liability

company with a princrpal place of business at 200 Highland Avenue, Needham, Massachusetts.
Russell, the law firm retained by Link to discharge the BD Mortgage, currently claìms an interest

in the Propefty by virtue of an assignment of morlgage from Desert Palm LLC (an entity
controlled by Karll). Russell has ñied an independent action claiming a superior lien position to
RFF.

FACTUAL ALLEGATIONS
IMallace Capîtal

9.

On information and belief, Wallace operates a money lendìng entity known as

Wallace Capital.

10.
1oans.

t344651.t t031',70/8

Ross, a lawyer by traìnìng, regularly engages in high-risk, short term commercial

11.

Ross has both

represented him or some

joint ventured with Wallace on commercial loans and

has

ofhis vanous entities in lending transactions.

Link Purchases the Propertv and Grants a MortPage to Desert Pine

12.

ln or around 2005, on information and belief, Karll retained a now-disbarred

Massachusetts attomey, Stuarl Sojcher ("Sojcher") to, among other things, form a new limited

liability company for the purpose ofpurchasing and developing approximately 22 acres abutting
Route 1 in Saugus comprised ofthree unregistered parcels and one registered parcel ofproperty
(previously defined as the "Property").

13.

On August 18,2005, Sojcher formed an entity known as

Link. A copy ofthe

Certificate of Organization is attached hereto as Exhibit A.

14.

The Certificate of Organization authorizes Essam Al Tamimi ("Tamimi") to

execute documents or take

15.

othü action on behalfof Link.

By foreclosure deed dated Augus|.2, 2005, Link received tìt1e to the Property for

reporled payment of

$1

.3

million. A copy of

the Foreclosure Deed is attached hereto as

Exhibit

B.

16.

By Moúgage dated August 20,2005, Link granted Desert Pine, an entity owned

and or controlled by Tamimi, a moÍgage on the Properly in the amount of $2

million (the

"Deserl Pine Mortgage"). A copy of the Desert Pine Morlgage is attached as Exhibit C. The
Desert Pine Mortgage contained three unregistered parcels and one registered parcel.
11

.

Although the Cerlification of Organization for Link authorized only Tamimi to

"execute, acknowledge, deliver and record on behalf of the LLC any recordable instrument
purportedly to affect an interest in real propeÍy," Sojcher, who lacked authority to do so,
nevedheless ageed to and signed the Desert Pine Morlgage.

134465Ì.r 103170/8

a

18.

On information and belief, Sojcher had no authority to act on behalf of Link and

sign the Desert Pine Mortgage, which referenced all four parcels ofthe Properly.

19.

On August 74,2006, almost a year after he signed the Deserl Pine Mortgage,

Sojcher recorded

it.

Although the Deserl Pine Mortgage purpofted to assert a security interest in

the registered parcel, Sojcher never recorded the Deserl Pine Moftgage on the registered land.

BD Records a Fraudulent Mortgage on the Propertv

20.

On or about September 29, 2006, BD was formed.

21.

Thereafter, without providing notice to either Tamimi or Karll, on information

and belief, Sojcher, forged or falsified and then filed several legal documents to attempt to create

(falsely) legal authority to act on behalf of Link and mortgage the Property. On information and

belief Sojcher divefied

a

portion of the proceeds for the benefit of, among others, Sojcher, Ross,

and Wallace and the majority of the proceeds did not directly benefit Link.

22.

These forged o¡ falsified documents include:

o

a certihcate of organization registering a limited liability company named "Desert
Pine LLC," listing only himself as manager. A copy of the Certif,rcate of
Organization is attached hereto as Exhibit D.

o

cefiificates namìng himself as the sole manager of Link and stating that he had the
authority to enter into a loan anangement with BD for $600,000. Copies of the
Manager's Cetihcate, Certificate of Manager, and Certihcate of Organization are
attached hereto as Exhibit E.

.

Properly from Link in favor of Desert Palm LLC ("Desert
Palm") in the principal amount of $2 million (the "Desert Palm Morlgage"). A
copy of the Desert Palm Mortgage is attached hereto as þþþ!!E. The Desert
Palm Mortgage was recorded on the registered land (but not the unregistered land)
on Octobe¡ 10, 2006. On information and beliel Deserl Palm is a fìctitious entity
and there was no consideration given for the morlgage.

.

t3446sl.r

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a mortgage on the

Property from Link in favor of BD in the principal amount of
$600,000, which was recorded on both the registered and unregistered parcels. A
copy of the BD Mortgage is attached hereto as Exhibit G.

a mortgage on the

23.

On or about October 2, 2006, Karll, on information and belief, leamed that

Sojcher had executed the above-referenced documents, contacted Wallace and Ross (before the
loan had been funded), represented that Sojcher lacked the authonty to sign the BD Modgage on

Link's behalf, and demanded that the loan not be funded.

24.

On or about October 18, 2006, Sojcher and Wallace executed and recorded an

amendment to the BD Mortgage, providing that BD would advance Link an additional $100,000,
increasing the principal balance of the loan and mortgage to $700,000 (the "Amendment

Mortgage"). A copy of the Amendment of Mortgage is attached hereto

25.

as

of

Exhibit H.

On information and beiiel approximately $100,000 ofthe loan proceeds paid

taxes owed to the City of Saugus by

Link

and the remaining loan proceeds were retained

by

Sojcher, Wallace, and Ross (or other entities connected to Ross).

Link Files Suit in Superior Court and

26.

Lo

On or about October 13,2006, the Certificate of Organization for Link was

amended to identify

Karll

as manager and

to grant him authority to execute documents on behalf

of Link. A copy of the Certificate of Organizatiorì is attached hereto
21

.

oid the BD Mortsage

as

Exhibit L

In or around November 2006, on information and be1ìel BD commenced

foreclosure proceedings on the Property.

28.

On or about December 15, 2006, Russell on behalfofLink, prepared a "verified"

complaint, which was originally filed in Suffolk Superior Courl, captioned Link Develop¡nçnl

LLC v. Stuart Soìcher. et. al., (the "Superior Court Action"), seeking, among other things, to
declare that the BD Mortgage was void and that Sojcher was "not authorized to enter into any

mofigage on behalf

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of' Link.

29.

Link claimed that:

.

"Sojcher" engaged in a "string of fraudulent actions" including forging or

falsiÍling

and then

filing several legal documents for the purposes of creating

apparent authority to act on behalf of Link, morlgage the Propefty to BD, and

divert a portion of the equity lor the benefìt of Sojcher, Ross, and Wailace, among
others. (Comp.'lffl 11 to 15);

.

these forged or falsifìed documents include, among others, a mortgage on the

PropeÍy fiom Link in favor BD in the principal amount of $700,000. (Id.)

o

after these documents we¡e executed and recorded but before any ofthe funds
were extended by BD, Link's representative, Ka¡l1, notihed Wallace and Ross that
Sojcher lacked authority to srgn the mortgage on Link's behalf. (Comp. fltf 26,

27); Neverlheless, BD allegedly funded the loa¡ but Link did not receive any
loar proceeds. (Comp. fl fl 28, 50).

o

the proceeds from the BD Mortgage were retained by "Ross, Wallace, BD

Lending and Sojcher" "for their own benefit." (Comp. fl 50).

¡

BD Lending received $60,000 in connection with the funding of the fraudulent
mortgage, that Ross "used proceeds lÌom the BD Lending Mortgage to pay

himself in his capacrty as the moftgagor" on an unrelated properly, and that
Sojcher received "some portion

ofthe proceeds." (Comp.

fl 5l).

A copy of the Complaint is attached hereto as p¿þþiL!.

30.

On or about January 8,2007, Link filed a virtually identical "verified" complaint

in Land Court (the "Land Court Action"). A copy of the Land Courl Action rs attached hereto

ExhiÞ¡!

Ií

as

On information and belief, the Land Court Action was filed to discharge that portion

1344ó5r.1 103r70/8

ofthe BD Mortgage whìch encumbered the registered parcel owned by Link. The Land Court
Action was consolidated with the Superior Court Action.
The
31

.

Loan Transaction

On October 15,2007 , approximately ten (10) months after Karll on behalf of Link

filed the Superior Court Action, RFF loaned $1.4 million to Lrnk to develop the Property (the
"Loan Transaction"). A copy of the Note is attached hereto as Exhibit L.

32.

In connection with the Loan T¡ansaction, Link and Karll misrepresented, among

other things, that:

.
.
.

the Mortgage shall be a good first mortgage and security
interest of record;
there shall be no intewening liens, encumbrances or other
state of facts objectionable to the Lender;
there are no suits, proceedings or investigations pending or
threatened against or affecting Borower . . . at law or in
equity. . . which, if adversely determined, wouid have a
material adverse effect on the busrness or condition of
Borrower or any Guarantor or which bring into question the
validity or enforceability of this Agreement or any ofthe
Loan Documents:

Borrower has good and clear title to a1l propedies and
assets owned by it, . . . free and clear ofall mortgages,
liens;
Al1 indebtedness of the Borrower for borrowed money to
any related or other party now existing or hereafter owning,
shall be subordinated to the Indebtedness ofthe Borrower
to the Lender;
The Property shall not be subject to any liens or
encumbrances, whether inferior or superior to the Loan
Documents;

Mortgagor will defend the same for Mortgagee forever
against all claims and demands of a1l persons and

1344651.r 103170/8

indemnifu Mortgagee against any losses or expenses
resulting from such claims and demands.

A copy ofthe documents containing these representations which ìnclude the Loan Agreement
and Modgage are attached hereto as

33.

Exhibit M.

Additionally, Karll, in his individual capacity, executed

a Guaranty

in favor

of

RFF guarantlng, among other things, "performance and obligation of a1l Liabilities . . . of Link
. . to RFF. . .

." A copy of the Guaranty is attached hereto as Exhibit

34.

N.

In particular, in the Guaranty, Karll agreed to:

o

guaranty "any and all obligations of fl-ink] to act or refrain from acting in
accordance with the tems, provisions, and covenants of any agreement between
[RFF] and [Link] or instrument fuiaished by fl-ink] to [RFF] . . . ." and

o

"indemnify, defend and hold [RFF] harmless ofand from any claim brought or
threatened against [RFF] by . . . any [] person (as weil as from reasonable
attorneys' fees and expenses in connection therewith) on account of [RFF's]
relationship with [Link]. . . unless the same was the result of [RFF's] gross
negligence or wi1lful misconduct."

35.

As security for RFF's loan to Link, RFF received what was intended to be a first

mortgage on all four parcels ofthe Propedy, which Link planned to develop.

36.

Karll, on behalf of both Desefi Pine and Deserl Palm, signed subordination

agreements agreeing to subordinate the Desert Pine and Desert Palm Mortgages.

A copy of the

subordination agreements are attached as Exhibit O. The subordination agreement for the
Deserl Pine Mortgage was recorded on the unregistered parcels on October 16,2001.
3'7

.

Notwithstanding apparent complìance with the laws for recording, the registered

land office refused to accept the Desert Palm subordination agreement.
Russell is Assiened the Desert Palm Mortgage

38.

On or about February 26,2009, Kar1l, on behalfofDeserl Pine, assigned the

Desert Palm Mortgage to Russell, on information and belief, as security for Link's previously

1344651.r 103170/8

incurred and unpaid attorneys' fees. A copy of the Assignment is attached hereto

as

Exhibit

P.

Although the registered land office had previously refused to accept the Desert Palm
subordination agreement, it agreed to accept the Assignment.

39.

On information and belief, Russell, Link's counsel, was on notice of RFF's

mortgage and the subordination agreement at the time it took an assignment of the Desert Palm

Moúgage.

40.

On or about February 27,2009, Link agreed to sign a settlement agreement which

would have, among other things, discharged the BD Mortgage (the "Settlement Agreement"). A
copy of the Settlement Agreement is attached hereto as Exhibit O.

41.
o

The Settlement Agreement required that

BD "delivef'to Link "wrthin three business days ofdehvery ofthe releases
refered to rn paragraph 2 and

3

below, a discharge of the morlgage" on the

Property; and

o

Link "shall deliver"

a

"fuIl release from Jeffrey Karll

and Essam

Al Tamimi of all

claims made" related to the Property.

42.

On information and belief, BD was ready willing and able to discharge the BD

Mortgage but Link failed to deliver the full release from Jeffrey Karll and Essam A1 Tamimi. As
a result, the

BD Mol1gage was never discharged.

43.

On o¡ about May 15, 2009, Link's creditors filed an involuntary bankruptcy

petition under Chapter 7 in the United States Bankruptcy Cour1, District of Massachusetts.

44.

1344651.I 103r 70lE

On November 18, 2009, the Chapter 7 Bankruptcy Court petition was dismissed.

t0

45.

On or about January 28,2010, Link fìled a voluntary petition for bankruptcy

under Chapter 11 in the United States Bankruptcy Court, District of Massachusetts. On March 3,
2010, this petition was dismissed.

46.

On or about June 14, 2010, BD filed a Motion to Enforce Settlement ("Motion to

Enforce"). The Motion to Enforce was opposed by among others Link.

47.

In its opposition Link maintained that "none of the parties complied with" the

terms of the Settlement Agreement, that "Link, the Filing Defendants and Ross endeavored to
obtain the required sìgnature arid release fiom Al Tamimi, but he refused to deliver such a "ful1
release" and that as a result the Settlement Agreement "has become unenforceable and has been
and is a nullity."
Russell Files an Action to Establish the

48.

Priority of

its Lien

On March 25, 2010, Russell filed an action in Land Court against RFF and other

seeking to establish the priority of its lien by claìming, among other things, that it was a bona

fide assignee of the Desert Palm Mortgage (the "Russell Actìon"). A copy of the Russell Action
is attached as Exhibit R.

49.

Although Russell's own client Link had previously claimed that Sojcher was

unauthorized to take actions on behalfofLink and that he was "not authorized to enter into anv
mortgage on behalfof'Link, Russell now rnaintained that a mortgage signed by Sojcher was

valid, enforceable and assigned to Russell.

50.

RFF filed a special motion to dismiss the Russell Action. On or about December

3,2010, the Land Court granted in part and denied in part the motion to dismiss, dismissing any
claims Russell had to the Property based on an attomey's lien. A copy of the Land Court's
decision is attached as Exhibit S.

1344651.1 103170/8

1l

51.

Russell has filed an appeal ofthe Land Courl's decision which is curently

pendrng before the Massachusetts Appeals Court.

RFF Forecloses on The Propertv

52.

On or about March26,201Q, RFF foreclosed on its mortgage.

53.

By Memorandum of Sale dated March26,2010, RFF agreed to purchase the

Property for $2.5 million. As

a

result, there was a deficiency still owed RFF of approximately

$300,000. A copy of the Memorandum of Sale is attached as Exhibit T.

54.

By Purchase and Sale Agreanent dated January 2011, a third-party buyer has

agreed to purchase the Property.

A copy of the redacted Pu¡chase and Sale Agreement ('P&S

Agreement") is attached as þþ¡Þ[!.

55.

Pursuant to the terms of the P&S Agreement, the Property

will

be sold

in

September 2011.

56.

On or about March 11, 2011, RFF fi1ed a Motion to Intervene in the Superior

Court Action, to among other things, protect its ownership interest in the Properly. The Motion
was denied.

CLAIMS
Count I
(Roberl Wallace, Jr., as

- Declaratory Judqment
Trustee of the BD Lending Trust and Russell )

57.

RFF repeats and incorporates herein paragraphs 1 to 56 ofthis Complaint.

58.

An actual controversy exists between RFF, on the one hand, and Wallace on the

other, with respect to the validity of the BD Mortgage.

59.

RFF is entitled to a declaration that the BD Mofigage is void.

Count II - Specific Performance
(Link Development LLC and Karll)

60.
134465t.t t03Ì70/8

RFF repeats and incorporates herein paragraphs 1 to 59 ofthis Complaint.

t2

61.

RFF and Link entered into written agreements in which Link and Karll agreed,

among other things,

.

to subordinate

.

not to vest legal or beneficial ownership in the Propefty to any person or entity

a1l

other current and future indebtedness to the RFF Mortgage;

other than RFF: and

¡

that the Property would not be subject to any inferior or superior liens or
encumbrances.

62.

Karll through the Guaranty represented he would comply with Link's contractual

obligations and indemnifu RFF against claims brought or threatened against it.

.

63.

Link

and

Karll breached their respective agreements by, înter alia, (i) failingto

subordinate the BD Lending Morl gage, and all future indebtedness, including any debt for

unpaid attomeys' fees, to the RFF Mortgage; (ii) assigning the Deseft Palm Moftgage to Russell;

(iii) executing

a

Certificate of Attorneys' Lien purporledly granting a lien on the Property in

favor ofRussell; and (iv) failing to indemnify RFF against claims brought by Russell in the Land
Court Action.

64.

RFF is entitled to an order from the Court requiring Link and Karll to specifically

perforrn their obligations under the written agreements.

Count III - Breach of Contract
(Link Development LLC and Kar1l)

65.

RFF repeats and incorporates herein paragraphs 1 to 64 ofthis Complaint.

66.

RFF and Link entered into wntten agreements in which Link agreed:

o

to subordinate all other current and future indebtedness to the RFF Morlgage;

o

not to vest legai o¡ beneficial ownership in the Property to any person or entity
other than RFF; and

1344651.l l03r?0/8

t3

.

that the Property would not be subject to any infèrior or superior liens or
encumbrances.

61

.

Karll, through the Guaranty, represented he would comply with Link's contractual

obligations and indemniflz RFF against claims brought or threatened against it.

68.

Link and Karll breached their respective agreements by, inter alia, (i) failing to

subordinate the BD Lending Mortgage and a1l future indebtedness, including any debt for unpaid

attomeys' fees, to the RFF Mortgage; (ii) assigning the Desert Palm Mofigage to Russell; (iii)
executing a Certificate of Attomeys' Lien purportedly granting a lien on the Property in favor

of

Russell; and (iv) failing to indemnifu RFF against claims brought by Russell in the Land Court

Action.

69.

As a result

oflink's

conduct, RFF has sustained damages.

Count IV - Neqligent or Intentional Misrepresentation
(Jeffrey l(arll and Link Development LLC)

'70.

RFF repeats and incorporates herein paragraphs 1 to 69ofthis Complaint.

'11.

To induce RFF to enter ìnto the Loan Transaction, Karll and Lrnk made

representations ofmaterial fact which it intended RFF to rely upon including:

¡

RFF's Mortgage was a first lien on the Property, there were no intervening
liens, and the Propedy would not be subject to any other liens or
encumbrances;

.

Link would subordinate all other current and future indebtedness to the RFF
Mortgage;

.

Link would not vest legal or beneficial ownership in the Property to any
person or entity other than RFF; and

1344651.1 r03170/8

14

.

there v,/ere no pending lawsuits which,

if adversely determined, would bring

the validity or enforceability of the loan documents into question.

72.

Karll and Link's representations were false.

73.

Karll and Link knew or should have known that these representations were false.

74.

RFF reasonably relied to its detriment upon Karll and Link's representations and

agreed to the Loan Transaction.

75.

As

a

result

ofKarll

and Link's misrepresentations, RFF has incurred, and

continues to incur, damages.

Count V - Breach of Contract
(Link Development LLC and Karll)

76.
77

.

RFF repeats and incorporates herein paragraphs 1 to 75 ofthis Complaint.

Link signed

a Note and agreed to pay

RFF $1.4 million in principal and interest.

18.

Karll, through the Guaranty, agreed to pay RFF under the terms of the Note.

79.

Link and Karll have failed to pay RFF.

80.

As

a

result

ofLink

and

Karll's breach, RFF

has incurred, and continues to incur,

damages.

Count VI - Violation of M.G.L. c. 93À. ñQ 2. 11
(Link Development LLC and Karll)

81.

RFF repeats and incorporates herein paragraphs 1 to 80 ofthis Complaint.

82.

At

a1l

times material and relevant hereto, RFF, Karll and Link were engaged in

the conduct of trade or commerce as deñned in M.G.L. c. 934, $$ 2,

83.

Karl1 and

Link committed unfair and deceptive acts

1

1.

and practices declared

unlawful under the provisions of M.G.L. c. 934, $$ 2,11 and the interpretive regulations and

1344651.1 103 r7018

15

case law related thereto. The actions of

Karll and Link which constitute violations of M.G.L.

c.

934 include, without limitation:

o

making misrepresentations of fact regarding, among other things, RFF's lien

position and outstanding litigation that may adversely affect RFF's title, to induce
RFF to lend Link $1.4 million;

.

wrllfully and intentionally breaching of the ioan documents and Guaranty by,
among other things, assigning the Desert Palm Mofigage to Russell, failing to

payoff or discharge liens ofrecord, and/or failing to subordinate existing
encumbrances.

84.

Karll and Link's unfaìr and deceptive conduct occured primarily

and

substantrally in Massachusetts.

85.

As

a

result ofthe Karll and Link's unfair and deceptive conduct, RFF has

incurred, and continues to incur, damages.

Count VII - Iniunction
(Link Development LLC and Karll)

86.

RFF repeats and incorporates herein paragraphs 1 to 85 ofthis Complaint.

87.

RFF has a substantial likelihood ofsuccess on the merits against Link and Karll as

both have failed to pay off the outstanding amount of its loan.

88.

RFF

will suffer immediate and irreparable harm if Link

and

Karll

are not

restrained fiom directly or indìrectly, transferring, aiienating, selling, conveyìng, encumbering,

hlpothecating, destrolng, assigrring, dissipating, pledging, dìstributing, or destroying any
proceeds from an anticipated judgment or settlement in the Superior Courl Action until further

order ofthis Court.

1344651.t 103170/E

t6

89.

The harrrl that RFF

will incur ifthe injunctive reliefis not

granted substantially

outweighs the ham, if any, that either Link or Karll will incur if the relief is granted.

Count VIII - Iniunction
(Link Development LLC and Karll)

90.

RFF repeats and incorporates herein paragraphs 1 to 89 ofthis Complaint.

91.

RFF has a substantial likelihood of success on the merits against Lrnk and its

principal, Karll, for specifìc performance of the Loan Documents. The Loan Documents
required among other things, Link and Karli to subordinate al1 other cunent and future
indebtedness to the RFF Mortgage and not to vest legal or beneficial ownership in the Property

to any person or entity other than RFF. Notwithstanding these representations, Link and Karll
have failed to discharge or subordinate the BD Mortgage and the Desert Palm Mortgage and
assigned the DeseÍ Palm Mofigage to Russell.

92.

RFF has and

will continue to suffer immediate

and irreparable harm

iflink

and

Karl1 are not ordered to subordinate and/or discharge the BD Mortgage and the Desed Palm
Mortgage.

93.

The harm that

will incur ifthe injunctive reliefis not granted substantially

outweighs the harm, if any, that Link and Kar1l will incur if the relief is granted.

Count IX

Indemnity
(Link Development LLC and Karll)

-

94.

RFF repeats and incorporates herein paragraphs 1 to 93 ofthis Complaint.

95.

RFF and Link entered into written agreements in which Link agreed to:

Indemnify, defend and hold harmless [RFF] from and against and
upon demand reimburse [RFF] for, al1 claims, demands, liabilities,
losses, damages, judgments, penalties, costs and expenses which
may be imposed upon, asserled against or incuned or paid by
[RFF]....on account of any transaction arising out ofor in any way
connected with the Mofigage Propefty or the Loan Documents...

1344651.1 103170/8

77

96.

Karll, through the Guaranty, agreed to:
Indemnify, defend and hold [RFF] harmless ofand from any claim
brought or threatened against [RFF] by fl-ink], [Karll] any other
guarantor or endorser ofliabilities or any other person (as well as
fiom reasonable attomeys' fees and expenses in connection
therewith) on account of the [RFF]'s relatìonship with [Link],
fKarll] any other guarantor or endo¡ser ofthe Liabilities (each of
which may be defended, compromised, settled, or pursued by
IRFF]

91

.

The lien claimed by Russell, its allegations in the Russell Action, and the BD

Mortgage all arise out of or relate to the "Mortgage Property" and the "Loan Documents".

98.

Link and Karll have breached their obligatrons to defend and indemnify RFF

against claims of Russell and BD.

99.

As a result, RFF has incurred and continues to incur attomeys' fees atd costs.

RELIEF REOUESTED
WHEREFORE, for the above reasons, RFF requests the following relief:

(a)

Enter judgnent in favor

ofRFF against Wallace on Count I and declare the BD

Mortgage void;

(b)
and

Enter judgrnent in favor

ofRFF against Link and Karll on Count II a¡d order Link

Karll to discharge the Deserl Palm Mortgage and the BD Moúgage, order Karll to indemnify

RFF against claims brought or th¡eatened against it ìn the Russell Action.

(")

Enter judgrnent in favor

ofRFF against Link

and

Karll on Count III, lV and V

awarding it its damages, costs and attomeys' fees;

(d)

Enter judgrnent in favor

ofRFF against Link and Karll on Count VI in

an amount

of no less than double and no more than treble RFF's damages plus interest, costs and attomey's
fèes; and

134465t.t

103 t7018

18

(e)

After

a hearing, enter an Order

prohibiting Link and Karll from directly or

ìndirectly transferring, alienating, selling, conveying, encumbering, hlpothecating, assìgning,
dissipating, pledging, distributing or destroying any proceeds fiom an anticipated judgrnent or
settlement in the Superior Cout Action;

(Ð

After

a heanng enter an Order

requiring Link and Karll to specifically perform

their obligations under the Loan Documents;

(g)

Enter judgment in favor of RFF against

Link

and

Karll on Count IX awarding

RFF its damages, costs and attomeys' fees; and

(h)

Award such other relief that is just and appropriate.
RFF FAMILY PARTNERSHIP L.P.

By its attomeys,

/s/ Richard E. Brianskv
Richard E. Briansky (BBO# 632109)
Amy B. Hackett (BBO# 676345)
PRINCE LOBEL TYE LLP
100 Cambridge Street, Suite 2200
Boston, MA 021 14
Phone: [phone]
Fax: [phone]
rbri ansky@pdnçeleb eLçqlq
ahackett@_pqnççlabçl. qalq
Dated: June 1, 201

r

344651.1 103170/8

1

19

VERIFICÀTION
I" Robert Freedman, l;cing duly swom, depose and state that

1

am the managing partner

upon my
RÞ-I Famíly Parkrership, LP ân.l stafe fhat the statefielrts coñåinÈd hcrein are based
arc bâsed upon
orr.rr personal knowledge atrd public records. To the exteüt that tho ailegations

infomrafíon and beìief, I have so i¡dicated,

RFF Family Paírership, LP

our"a,

*uï{,rol

of