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)

EXHIBIT K

COMMONWEALTH OF MASSACHUSETTS
LÀND COURT DEPARTMENT
DOCKETNO.

SUFFOLK, SS.

07 lìillSc 33690s

LINKDEVELOPMENT, LLC,

Plaintiff
V.
STUART H. SOJCHER, ROBERT
V. WALLACE JR., Individually
a¡d in his Capacity as Trustee of
BD I-ENDING TRUST,and
STEVEN A. ROSS,

í-.)

Defendânts.
I
Ì

l
I

VERIFIED COMPLÀINT
PARTIES

I.

Link Development, LLC (hereafter "Plaintiff'o¡ "Link Development") is

a Massachusetts

limited liability company established on August 18, 2005 pursuant to

M.G.L. c. 156C. Ifs sole member is Essam Al Tamimi ("Al Tamimi").

See

Exhibit A.

Its business address is 2 Prince a+.--+ Þ^"+^^ À,{âêêâ^hrìêêftc
Street, Boston, Massachusetts.

'2.

Defendant Stuart H. Sojcher ("Defendant Sojcher") is an individual with a

last known business address of 229 Berkeley Street, Boston, Massachuset'ts Eefe¡tdanúhad a last known residential address

of l5 Stowell Road, Winchester, Massachusetts. On

November 16,2006, Defendant Sojcher was temporarily suspended from the practice of
law in Massachusetts in arr opinion rendered by Justice Francis X. Spina ofthe Supreme

iudicial Court.

See

Exhibit B.

3.

Robert V. Wallace Jr. ("Defendant Wallace") is the trustee of BD Lending

Trust ("Defendant BD Lending"), u/d/t September 29, 2006, as recorded on October 2,
2006 with the Essex County Registry of Deeds ("Essex Registry"). Defendants BD

Lending and Wàllace have a principal place ofbusiness at 80 Summe¡ Street, Boston,
Massachuse$s.

4.

Defendant Steven A. Ross ("Defendant Ross") is an individual resident

of

the Commonwealth of Massachusetts. Defendant Ross is a named law partner at the
Boston law firm of Gilmartin, Magence, Camiel & Ross LLP ("Gilmartin Ross"), with an

of376 Boylston Street. Boston, Massachusetts.

address

FACTS

5.

On Juiy 12,2005, a foreclosure sale ("the Sale") was held for certain

property known as OffRoute

I

and Lynn Fells Parkway at Sanders Drive and 1-12

Denise Drive ('the Property"), located in Saugus, Massachusetts. See Exhibit C. At the
Sale, Jeffrcy B. Karll

("Karll"),

as the Manager

of a company.named Quick Funding

LLC, was the high bidäer for the Property.

6.

Pursuant to the terms

ofthe Sale, August I l, 2005 was

set as the

initial

closing date. Prior to that date, however, Karll assigned to Plaintiff his right to purchase
the Property.

'

7

.

Irorde¡ to-effectuate Plaintiffs assigned interests in purchasing the"

Property, Plaintiff retained Sojcher as its counsel to be registered as a Massachusetts

limited liability company.

8.

On or about August 25, 2005, Plaintiffclosed on the Sale, with Defendant

Sojcher acting as Plaintiffs closing attomey.

9.

Financing for the Sale was provided to plaintiffby a third parry entity

named Desert Pine LLC ("Desert

Pine'). At

the rime of the funding, Desert pine was

registered only as an Idaho limited liability company. See Exhibit

D.

The sole member

of Desert Pine is an individual named Essam Al ramimi, rhe same Al ramimi who is the
sole member of Link Development.

Al Tamimi

had registered Desert pine in Idaho on

January 26,2005, and Defendant Sojcher was instructed to register Desert pine as a

foreign limited liability company in Massachusetts with Al ramimi as the sole member
and manager ofthe company. Thereafter, Defendant Sojcher was to protect Desert pine,s

interests by recording a mortgage against the Propefy in fhe amount of $2,000,000 in
consideration ofthe funding provided to effectuate PlaintifPs purchase ofthe property

("Desert Pine Mortgage").

i0.

In derogation of his fiduciary obligations, however, Defêndant Sojcher

failed to register Desert Pine, the morrgagee, as a foreign limited liability company upon
the completion of Plaintifls purchase of the Propefiy. Moreover, in further de¡eliction

of

hìs obiigations, Defendant Sòjbher also failed to record the foreclosure deed after

Plaintiffpurchased the Properry in August of2005. Adàitionally, Defendant sojcher also
failed to promptly record fhe Desert Pine Mortgage.
1

1.

It was not until Karll discovered these failures in August of 2006 that

Defendant Sojcher took any corrective actíon. In fact, it was not until August 14,2006',,,,.

nearly a year after the closing ofthe Sale, that Defendant Sojcher finally recorded the
underlying foreclosu¡e deed as well as the Desert Pine Mortgage. As it tumed out,
however, Defendant Sojcher still did not register Desert pine as à foreign limited liability
company in Massachusetts.

12.

Approximâtely one month after he finally recorded the foreclosure deed

and the Desert Pine Mortgage, Defendant Sojcher began a string of fraudulent actions

intended to benefìt himself and harm Plaintiffls interests,

13.

On September 29,2006, Defendant Sojcher registered a limited liability

company named Desert Pine with the Massachusetts Secretary of State. Rather than
registedng Desert Pine on

behalfofAl Tamimi, however, Defendant

Sojcher tegistered

Desert Pine with only himself named as a manager, and with no named members.

See

Exhibit E.

14.

Also on September 29,2006, Defendant Sojcher further breached his

fìduciary obligation to Plaintiffby purporting to file on behalf of plaintiff a cerrificare of
amendment ("Fraudulent Cert. ofAmendment"), see Exhibit

!,

and an annual report

(Fraudulent Annual Repof'), see Exhibit G. By those filings, Defendant Sojcher
attempted to replace A1 Tamimi as PlaintifPs manager and to substitute himself in that

capacity. Moreover, in Paragraph 5 ofthe Fraudulent Cert. Of Amendment, Defendant
Sojôhèt purports that, "[b]y vote, Stuart H. Defendant Sojcher has been appointed

as

successor Manager and SOC and real propeny."

15.

In fact, however, there never.\¡r'as such a vote, and Al Tamimi never

appointed Defendant Sojcher as a Manager of Link Development. The true purpose
these fraudi-rlent filings was to give Defendants Ross, BD

of

Lendiig Trusr plaúsiôfe. .

deniability in order to fund a loan by which both Defendant Ross and Defendant sojcher
would enjoy personal gain, and by which Defendant BD Lending would be able to ¡ecord
a fraudulent mortgage on

which it and Defendant rüallace could attempt to foreclose

when the fraudulent loa¡ was not repaid.

16.

In fact, at or about the time Defendant Sojcher filed the Fraudulent Cert.

ofAmendment and the Fraudulent Annual Report in September,2006, he also was
working with Defendants Ross, BD Lending and Wallace to obtain a loan from
Defendant BD Lending. The initial loan amount was for $600,000 (,.the BD Lending

Mortgage"). According to the terms of the promissory note, which promissory note was
obtained by Link only after thç purported due date, the BD Lending Mortgage was due to
be repaid by Oëtober 29,2006, a mere month after being procured by Defendant Sojcher.

Eventually, a second loan in the purporred amount of$100,000 (..the $100,000 Loan")
was added to the BD Lending Mortgage. The fraudulent

$

100,000 Loan never has been

registered or recorded against the Property as a mortgage.

'

17.

Prior to the unfolding ofthe f¡audulent BD Lending Mortgage placed on

the Property by Defendant Sojcher and Defendants Ross and BD Lending, plainriff, in
fact, was seeking to obtain a loan in the amount of$3,500,000 in order to develop some

of the Property. In fact, in or around September of2006, Karll àsked an individual
named Bemard Laverty Ji. ("Laverty") ro assist him in finding funding for the desired

loan. ln tum, Laverty approached Defendant Sojcher for his assistance in locating a
funding source.

18.

Given the nature ofthe Property as undeveloped and the fact that plaintiff

is a fairly new entity; it.lras undêrsrood that obtaining such â lban"bould be more difficùli.
Consequently, Laverty and Defendant Sojcher met with Defendant Ross in an effort to
procure the desired loan, as Defendant Ross is known to have firnding connections fo¡ socalled 'lhard money."

19.

Shortly after Laverty and Defendant Sojcher met with Defendant Ross,

however, Laverty ended up having to be hospitalized for a medical
emergency. Final
arangements regarding the loan and its Íììnding were handled by Defendant
Sojcher and
Defendants Ross, BD Lending and Wallace. At all times relevant
to this complaint,

Delendant Ross was and served in the capacity as the duly authorized
agent and
representative ofDefendants wallace and BD Lending in connection
with

a

aspects

of

the BD Lending Mortgage.

20.

Prior ro being hospitalized, Laverty informed Karll thar Defendant
Sojcher

was representing himself as the Manager of Link Development.

KarI, however, knew

that Defendant Sojcher was not the Manager. In fact, on or abouf
August 14,2006,
Defendant Sojcher had signed and provided Karll with a letter affirming
that Karll

himself possessed "the requisíte authority in his capacity as co-manager
tÕ act on behârf

of Link Development LLC with respect ro all real estate mafters invoìving
the company
and ihe real estate that it ou,ns in Saugus, Massachusetts,, (,.Karll
Letter,). See ExhíLit H.

Karll fi¡rther was iriformed by Defendant sojcher that he wourd incorporate
the substance
of the Kar-ll Letter in a formar filing to be made with the Massachusetts
secretarv of stare
("Secretary of State").

21.

Subsequent to Laverty,s advising him of Defendant Sojcher.s claims,

Karll attempted ro contact Defendant sojcher regarding Defendant Sojcher,s
craimed
status as the Manager of Link Development. By early October of
2006, having been
unable to reach Defendant Sojcher to d.iscuss this claim, Karlr visited
the website for the

secretary ofstate and leamed that Defendant Sojcher improperry
had fired the Fraudurent

cert. ofAmendment and the Fraudulent Annual Report purporting to establish
himserf
thè successor Manager for Link Development.

as

22.

Upon finding these fraudulent documents, Karl[ quickly inquired to

confirm that Defendant Sojcher had never been made the Manager ofLink Development.
Not surprisingly, Ka¡ll obtained confirmation that Defendant Sojcher was not and never
had been appointed as a Manager, let alone the sole Manager, of Link Development.

23.

Having leamed that Defendant Sojcher fraudulently had fìled documer¡ts

with the Secretary of State, Karll became concemed about the status ofthe property itself
and immediately began researching the Property's status with the Essex Registry. That
research, conducted within the first couple days of October, revealed that the BD Lending

Mortgage had been ¡ecorded at the Essex Registry on October 2, 2006. See Exhjbit

l.

The BD Lending Mortgage also indicates that Defendant Sojcher was acting on behalfof
Defendant BD Lending, as it contains the legend, "After Recording Retum to: STUARTH.
SoJCHER, Ese./ 229

24.

Berkeley Street/ Boston,

MA 02116."

Karll's research also uncovered several other alarming documents related

to fhe fraud perpetrated by Defendant Sojcher and Defendants Ross, BD Lending and
Robert Wàllácê. ln particular, Karll discovered that the various Defendants had recorded
the following with the Essex Registry: a) a document entitled ,.Assignment of Leases and

Rents" purportedly made by Plaintiffto Defendant BD Lending ("Fraudulent
Assignmentl'); b) a document entitled "Subordination Agreement" (.,Fraudulent
Subordination Agreement"), Exhibit J, by which Defendahts Sojcher, Rbäs and BD
Lending purport to subordinate the Desert Pine Mortgage to the fraudulent BD Lending
Mortgage; c) a document entitled ':Desert Pine LLC Certifìcate of Manager" (..Fraudulent
Desert Piie Manager's Certificate") by which Defendant Sojcher falsely stares that he h¡is
the authority to subordinate the Desert Pine Mortgage to the fraudulent BD Lending

Mortgage, Exhibit K; and d) a document entitled Desert Pine LLC Certificate
Organization ("Fraudulent Cefificate of Organizàtion"), See Exhibit

!,

of

by which

Defendant Sojcher fraudulently registered a limited liability company in the name

of

DeÁert Pine with only himself named as a manager and no one named as a member,

rather than naming

25.

Al Tamimi in either or both capacities.

Moreover, Karll also noted that it was Defendant Sojcher who filed the

Declaration of Trust for the formation of BD Lending by Robert V. Wallace Jr

('Defendani Wallace'). Because BD Lending Trust, however, appears to be

a

nominee

trust, Plaintiff cannot currently identify those persons named as the beneficiaries of the
trust.

26-

Additionally, Karll discovered that Defendant Sojcher had filed a

document entitled "Manager's Cefificate" (':Fraudulent Link Manager's Certificate'),

!.

Exhibit

By this document, Defendant Sojcher fraudulently asserts that "he has been

authorized and directed by all ofthe members ofthe Company to enter into a cerrain loa¡
anangement by and between the Company and BD Lending Trust." Contrary to the
F¡audulent Link Manager's Certificate, however,

Al Tamimi,

the sole member of Link

Development. never has authorized or directed Defendant Sojcher to enter into the BD
Lending Mortgage.

27.

Upôn disöciïeriñg the fraudulent fitings referénced in Paragraphs 22-25,

Karll immediately contacted Wallace directly and advised him thar the BD Lending
Mongage was not authorized by Plainti.ff, and that Defendant Sojcher lacked the
authority

1o enter

into the mortgage on Plaintiffs behalf. In response to Karll statements,

Wallace informed Karll that as of thaf time, no funding had been disbursed pursuant to

the contested BD Lending Mortgage. wallace further statèd that he would meet with

Karll the following week to discuss the matter and informed Karll that Defendant Ross
was the closing attomey for the mortgage.

28.

After speaking with and having info¡med Defendant Wallace that the BD

Lending Mortgage was unauthorized, Karll then contacted Attomey Ross by telephone.

In that conversation, Ka¡ll informed Defendant Ross in no uncertain terms that Defendant
sojcher was not autho¡ized to enter into the BD Lending Mortgage on plaintiffs behalf
and that the mortgage was a fraud against Plaintiff by all persons involved. Defendant
Ross replied by stating that it was his opinion that no fraud had taken place, and that he

felt the documents offered by Defendant Sojcher were legal and proper.

29.

After dismissing Ka¡ll's statements that Defendant Sojcher lacked proper

authority to enter into the BD Lending Morrgage on
stated that even

if Defendanl

plaintifls behalf,

Defendant Ross

Sojcher did lack proper authority, then that was.a matter for

the lender's title company to r.aony about. Defendant Ross concluded by informing Karll
that he would proceed.with the firnding under the BD Lending Mortgage.

30.

Following his conversations with Defendants Ross and Vy'allace, Karll

then provided to both persons documents to prove that Defendant Sojcher was not the
Manager of
3

i.

LinÌ

Development.

Thereafrêr, on October 6, 2006, when rhe Defendants uniformly failed to

take acfion to undo the fraud after having been advised multiple times, Karll sent an e-

mail to Defendant sojcher, with copies sent to both Defendants Ross and wallace onfhat
same date

("Karll E-mail"), advising Defendant Sojcher that

he had five (5) days to undo

the fraudulent recordings he had made at the Essex Registry and Secretary ofstate.

32.

By October I l, 2006, the date referenced in the Karll E-mail for the

undoing ofthe various frauds committed by the Defendants, no corrective action had
been laken. Consequently,

Kaîll

sent further correspondence to Defendant Sojcher as

well as Defendants Ross and Wallace inquiring about the status ofthe fraudulent BD
Lending Mortgage, In response to correspondence sent to him on October 13, 2006,
Defendant Wallace contacted Karll by telephone and informed him that the loan had been
funded.

33.

Shortly thereafter, on October 24, 2006, Defendant Sojcher spoke with

Karll about the fraudulent BD Lending Mortgage and informed Karll that the mortgage
was being discharged by Defendant BD Lending. In support of that statement, Defendant
.sojcher provided Karll with a copy ofthe discharge and told Karll thar the discharge

would be filed at the Essex Registry the next day, October 25, 2006. Despite those
assurances, neither Defendant Sojcher, nor Defendants Ross or Wallace filed the

discharge. Consquently, on October 30, 2006 and Novembe

r l,2006,Karll

sent a

facsimile tò each of Defendants Wallace and Ross, respectively, inquiring as to the $atus

ofthe discharge that Defendant Sojcher had indicated would be filed on October 25,
2006.

34.

Also on October 24, 2006, Defendant Sojcher sent a letter to plaintiff

("October Sojcher Letter") advising the company that in addítion to the $600,000 amount
listed on the BD Lending Mortgage, he also had bor¡owed
purpose ofpaying

off delinquent taxes.

See

$

100,000 for rhe purporred

Exhibit M. As the October Sojcher Letter

acknowledges, Defendant Sojcher acted on his own initiative in borrowing the $100,000.

Defendant Sojcher concludes the letter by characterizing the bonowed $100,000 as

follows: "The loan is of a short term nature and must be paid in six (6) months."

35.

Until approximately one week ago, none ofthe Defendants had provided

Karll, Al Tamimi or Link Development with any of the documents underiying the
fraudulent BD Lending Mortgage. Additionally. despite several requests for such

information, none of the Defendants, to date, has provided Karll, Al Tamimi or Link
Development with any documents relating to the actual funding ofthe fraudulent BD

Lending Mortgage, including documents identifying the persons who received proceeds
from the funding, the accounts to which such disbursements were directed or the amounts

ofsuch disbursements to any ofthe persons who received them.
COUNT I
Graud)

36.

Plaintiffrestates and realleges Paragraphs l-35 hereofas

37.

Defendants Wallace and BD Lending have no right to execute a

iffully

set

forth

herein.

foreclosure on the Property, as the BD Lending Mortgage upon which they are acting is

void as a result offraud.

.

38.

Defendants Ross, Wallace and BD Lending have known ofthe fraudulent

nature of the BD Lending Mortgage since prior to the time when Defendants Wallace and

BD Lending actually funded the mortgage. Defendants Ross, Wallace and BD Lending
all were advised ofthe fraudulent nature ofthe mortgage, and ofDefendant Sojcher's
fraud against Plaintiffin attempting to procure the mortgage, when Ka¡ll personally
advised Defendants Ross and Wallace ofsuóh fraud in early October, through both verbal
and

witten communications.

39.

Additionally, Attomey Sam Pollack ("Attomey Pollack"), a former

associate at the Defendant Ross' law firm, admifted that he was aware of the fraudulent
nature of the transaction in his discussions with Attomey Vincent J. DiMento (,.Attomey

DiMento"), the attomey whom Ross originally had engaged to provide the tìtle
commitment lètter that \¡/ould enable the mortgage closing to proceed.

40.

Prior to the funding and closing ofthe fraudulent BD Lending Mortgage,

Ross had requested that Attomey DiMento prepare a title commifment letter (,,Title

Commitment"). In connection with that task, Attomey DiMento initially prepared

a draft

title commitment letter that he provided to Attorney Pollack. After he provided that draft

Title Commitment, Attorney DiMento conducted further due diligence, which resulred in
his learning that Defendant Sojcher was not authorized to consummate the mortgage
transaction, and that Plaintiff was chatlenging the propriety ofthe transaction.

.

41.

Afte¡.he leÈimed that Defendant Sojcher did not have the authority to enlel

the transaction, Attorney DiMento spoke with Attomey Pollack in that regard. During
the course of conve¡sation with Attomey DiMento about the lack of authority, Attorney

Pollack aìk¡owledged that Defendant Sojcher's attêmpts to procure the mortgage vrere
replete with fraud. On October 3, 2006, as a result ofthose conversations, Attomey

DiMento sent Attomey Pollack an e-mail in which Attomey DiMento expressly informed
Attorney Pollack that the Titlè Commitment was withdrawn, that it was of no further
force and effect and that it no longer was to be relied on by any party. See Exhíbit N.

42.

Following the withdrâwal of the Title Commitment by Attomey DiMento,

Defendant Ross, eíther directly or indirectly, caused another attomey to be retained for
the purposes ofobtaìning the cover

BD Lending and Wallace,

ofa title. commitment on direct behalf of Defendants

43.

On November 15,2006, after hearing rumors that the moÍgage transaction

had closed, Attomey DiMento sent another e-mail to Attomey Pollack regarding the

mortgage and noted in that e-mail that Attomey Pollack previously had acknowledged the

fiaudulent nature ofthe mortgage and that Attorney Pollack has described such
revelations as "appalling." In response to that November 15, 2006 e-mail, Attomey

DiMento received an automated reply indicating that Attomey Pollack no longer worked
for Ross' firm, and that all communications should be directed to Defendant Ross.

44.

Defendants Ross, Wallace and BD Lending, acting either individually or

collectively with Defendant Sojcher, defrauded Plaintiffby their participation with
Defendant Sojcher in the filing with the Secretary of State ofva¡ious false documents,

including the Fraudulent Cert. ofAmendment, the Fraudulent Annual Report and the
fraudulent registration of Desen Pine.

45.

Additionalty, Defendants Ross, Wallace and BD Lending, acting either

individually or collectively with Defendant Sojcher, defrauded Plaintiffs by filing with
the Essex Registry various false documents, including the Fraudulent Subordination

Agreement, Fraudulent Manager's Certificate, BD Lending Mofgage, and Fraudulent
Assignment.

46.

Defendants Ross, Wallace and BD Lending, acting eirher individually or

coilectively with Defendant Sojcher, defrauded Plaintiffs by entering and consummating
the $100,000 Loan without proper authorization from Plaintiff.
47

.

Additionally, Defendants Ross, Wallace and BD Lending defrauded

Plaintiffby retaining for their own benefit certain proceeds from the BD Lending
Mortgage. As Co-Manager of Link Development, Karll has leamed that Plaintiff did not

receive any proceeds from the fraudulent BD Lending Mortgage. Rather, the
disbursements were split between the various Defendants Ross, BD Lending, Wallace,
and Sojcher.

48.

In particular, as revealed in the disbursement materialsjust provided to

Plaintiffby Defendants Wallace and BD Lending on December 28, 2006 ("Disbursement
Details"), Defendant BD Lending received $60,000, or ten points, in connection with
funding the lraudulent BD Lending Mortgage. See Exhibit

O

The Disbursement Details

also reveal that Defendant BD Lending and/òr Defendant Wallace retained an additional
$80,309.00, purpor-tedly for the payment

ofPlaìntiffs

taxes due to the Town ofSaugus

("the Retaíned Tax Payment"). By the admissions of Defendants BD Lending and
Vy'a.llace themselves,

howeve¡ the amount retained for the payment oftaxes fiom the BD

Lending Mortgage never was used for that purpose. Rather, Defendants BD Lending and
Wallace now maintain that it was the proceeds ofthe $100,000 Loan that were used to
pay

PlaintifÎs outstanding municipal property taxes.

See Exhibit

!.

Despite that

admission, however, neither Defendant BD Lending T¡ust nor Defendant Wallace has yet
to tum over to Plaintiffthe Retained Tax Payment from the BD Lending Mortgage.

49.

The Disbursement Details alsó reveâl that proceeds from the BD Lending

Mortgage were used to pay offdebts dué by and to persons and entities not related to

Plaintiff, and for whom Plaintiff never provided such authorization. For example, the
Disbursement Details reveal that firther understands that proceeds from the BD Lending
Mortgage improperly were paid to Defendant Ross in his capacity as the modgagor on
property occupied by Laverty's father ("Laverty Mortgage"), Iocated at 153 Rowe Street

in Roslindale, Suffolk County ("Laverty Property"). See Exhibits O and Q.

50.

Defendants Ross, BD Lending and Wallace funhe¡ defrauded plaintiffby

disbursing more than $258,000 to Defendant Sojcher. No money that was disbursed to
Defendant Sojcher has been tumed over to Plaintiff.

51.

None ofthe debts paid by proceeds ofthe BD Lending Mórtgage

constituted debt of Plaintiff, and Plaintiffnever instructed or authorized Defendants Ross,

BD Lending or Wallace or to convert funds purportedly intended for plaintiffto pay off
those debts.

52.

Defendants Ross, BD Lending and Wallace, either individually or

collectively with Defendant sojcher, defrauded Plaintiff in their disbursement ofthe
proceeds from the fraud.ulent BD'Lending Mortgage.

.

53.

As a ¡esult ofthe fraudulent actions ofeach ofthe Defendants Ross, BD

Lending and Vy'altace, Plaintiff has suffered and continues to sufler harm.

54.

Wherefore, Plaintiffseeks damages fo¡ such harm, including the voiding

and/ór discharge ofany obligation of Plaintiff under the BD Lending Mortgage, and such
other reliefas the Court deems just and proper.

COLINT II
(Fraudulent Foreclosure)

55.

Plaintiffrestates and realleges Paragraphs 1-54 hereofas iffully set forth

56.

Defendants Ross, Vy'allace and BD I ending initiated its foreclosure action

herein.

shortly after counsel for Plaintiff contacted Defendant Ross in an effort to obtain
documents relating to the BD Lending Mortgage, including the underlying promissory
notes(s) and information related to disbursement

Mortgage.

ofthe funding ofthe BD Lending

57.

Thereafte¡, on December 7, 2006, in

a¡r

effort to commence foreclosure

proceedings on the Property under the purported authority ofthe fraudulent BD Lending
Mortgage, Defendants Ross, Wallace and BD Lending did cause a Notice of Foreclosure

to be published in the Boston Herald ('Foreclosure Notice"). Subsequent to the initial
publication ofthe Foreclosure Notice, Defendants Ross, BD Lending and Wallace caused
the Notice ofForeclosure to be published in the Boston Herald a second time on

December 14,2006.

58.

On December 15,2006, Plaintiff commenced an action in the Suffolk

Superior Court against Defenda¡t Sojcher and Defendants Ross, BD Lending and
Wallace, Docket No. 2006-CV -5242 ("the Suffolk Action"). In connection with the

Suffolk Action, Plaintiff sought and obtained a temporary injunction against Defendants
Ross, BD Lending and Wallace prohibiting them from engaging ín any aitions in

furthera¡ce offoreclosure proceedings against dre Property ("the Temporary

Injunction"). Each of the Defendants Ross, BD Lending and Wallace propetly were
served with the Temporary Injunctíon and the Suffolk Action on December 18, 2006.

59:

On December 21, 2006, in clear contrãvention ofthe specihc prohìbition

of the Temporary Injunction, Defendants Ross, BD Lending and Wallace permitted a

third publication of t'he Foreclosure Notice to be published again in the Boston Herald' In
each publication

ofthe Foreclosure Notice, Defendant Ross was listed

as the attorney

conducting the foreclosure on the Property.

.

60.

On December 21, 2006, the Superior Court held a hearing on

Plaintiffs

request for a preliminary injunction in the Suffolk Action. As ofthat date, Defendants

ueither BD Lending nor Wallace, or any agent/representative acting on theii beha$ had

yet provided to Plaintiffthe disbursement information requested initially by Plaintiff

f¡om Defendant Ross and then requested again by Plaintiff on Decemb er 22,200t6 f¡om
Attomey Loeb. Despite not hâving yet provided that critical information, Defendants
Wallace and BD Lending argued at the preliminary injunction hearing that they were
entitied to foreclose on the fraudulent RD Lending Mortgage.

61.

On December 22, 200ó, Plaintiff sent to Attomey Jeffrey Loeb ("Attorney

Loeb"), then-newly retairled. counsel for Defendants Wallace and BD Lending, a letter
requesting a.ll documentary infonnation pefiaìning to the disbursement of both the BD

Lendinþ Mofgage and

62.

Lhe $ 100,000

Loan.

Subsequently, the Superior Court denied the request fo¡ preliminâ.ry

injunction, holding that it lacked subject matter j urisdiition over the question ofthe
fo¡eclosure action bec¿use one ofthe parcels of the Propeny is registeied land.

63.

During the pendency of the Superior Court's rulíng on the reçest for

preliminary injunction, Plaintiff once again tequested the critical disbursément
infornraiion by letter and facsimile dated December 21.,2006. Finally, in response to that
request, Defendants BD Lending and Wallace provided an initial response. In that
Iesponse, Aftorney Loeb atternpted to validate the propriety of the $100,000 Loan by
asserting that the proceeds from that loan were used to pay Plaintiffs taxes due to thé

Town of Saugus. See Exhibit

!.

Although Defenda¡ts BD Lending and Wallace a'e ful1y

aware that the amount purportedly having been due for Plaintiff

s

taxes did not amount to

$100,000, the Defendants still failed or refuse to provide complete information relá1ed to
disbursement ofthe full amount ofthe $100,000 Loan.

64.

Theréafter, under separate cover, by letter

date d December

27,2006,

Defendants BD Lending and Wallace finally provided the Disbursement Details to

Plaintiffas previously had been requested th¡ee times.

.

65.

The actions of Defendants Ross, BD Lending and Wallace in attempting

to foreclose on the fraudulent BD Lending Mortgage constitute a fraudulent foreclosure.

66.

As a result ofthe fraudulent foreclosure efforts of Defendants Ross, BD

Lending and Wallace, Plaintiffhas suffered and continues to suffer harm.

67.

Wherefore, Plaintiffseeks damages for such harm, including the voiding

and/or discharge ofany obligation of Plaintiff under the fraudulent BD Lending
Mortgage, attomeys fees and costs in quieting title to the property by

thii action a¡d such

other ¡eliefas the Court deems just and proper.

COUNT

III

(Breach ofGood Faith Foreclosure)

68'

PÏ?x-ntifliestates and realleges Paragraphs l-67 hereofas

69.

IfDefendants Ross, BD Lending and Wallace consider the BD Lending

iffully

set forth

herein.

Mortgage to be a valid mortgage, then rhey owe plaintiff a duiy of good faith in the

pursuit ofany foreclosure efforts and actions against the p¡operty.

70.

By their actions in pursuing foreclosure against the properfy in the manner

that they have, including but not limited to their refusal and/or failure to provide a proper

aicounting ofthe purported BD Lending Mortgage when requested, Defendants Ross,

BD Lending and Wallace have breached their duty ofa good faith fo¡eclosure.

71,

The breach oftheir obligation to conduct a good faith fo¡eclosure has

harmed and continues to harm Plaintiff.

72.

Wherefore, Plaintiffseeks damages for such harm, including the voiding

.

and/or discharge ofany obligation ofPlaintiff under the BD Lending Mortgage, attomeys
fees and costs to enforce such obligation, an order that Defendants Ross,

BD Lending and

Wallace immediately provide a full and detailed accounting of the proceeds from the
fraudulent BD Lending Mortgage, a¡d such other ¡eliefas the Court deems just and
proper.
COLINT IV
(Declaratory Judsment)

73.

Plaintiff restates and realleges Paragraphs 1-72 hereofas iffully set forth

74.

There exists an actual controversy between Plaintiff and Defendants Ross,

herein.

BD Lending and Wallace regarding.the rights and obligations ofthe. ftaudulent BD
Lending Mortgage.

15.

The actions ofDefendants Ross, Wallace and BD Lending in publishing

the Foreclosu¡e Notice has caùsed uncertainty regarding Plaintiff s obligations under the

fraudulent BD Lending Mortgage.

76.

As

a

result ofthe uncertainty created as to PtaintifT's obtigations, ifany,

under the fraudulent BD Lending Mortgage, Plaintiffseeks the Coun's intervention in
this matter and a determination ofthe rights and obligations under the BD Lending
Mortgage.

17.

There exists an actual controversy between Plaintiffand Defenda¡ts Ross,

BD Lending and Wallace regarding the rights and obligations ofthe fraudulent $100,000
Loan.

78,.

The actions ofDefendants Ross, Wallace and BD Lending in asserting its

rights to collect and/or foreclose on the fraudulent $100,000 Loan has caused uncertainty

regarding Plaintiffs obligations under the fraudulent $100,000 Loan.

. 79.

As a result of the uncertainty created as to PlaintifPs obligations,

if

any,

under the fraudulent $100,000 Loan, Plaintiff seeks the Court's intervention in this matter
and a determination

80.

ofthe rights

and obligations under the $ i00,000.

Additionally, uncertainty

as to the

rights and obligations ofPlaintiffwith

respect to the Desert Pine Mortgage has been created by the fraudulent actions

of

Defendant Sojcher in his fraudulent registration ofDesert Pine in Massachusetts and the

collective subordination of the Desert Pine Mortgage by Defendants Sojche¡ Ross, BD
Lending, and Wallace.

81.

As a result ofthe uncertainty created as to Plaintiffs obligations with

respect to the Desert Pine Mongage, Plaintiff seeks the Court's
and á determination

inte

ention in this matter

ofthê rights and obligations under the Desert Pine Mortgage,

ând the

priority ofthe real Desert Pine Mortgage with respect to the fraudulent BD Lending
Mortgage.

' 82.

Wherefore, Plaintiff requests that

tìis Court

decla¡e:

u.

That the BD Lending Mortgage is void ab intitior

b.

.

That if rhe BD Lending Mortgage is not void ab initio,tJvlt

Plaintiffs performance thereunder is absolved by the collective

and individual fraud

perpetrated by Defendants, by the failure ofDefendants Ross, BD Lending and Wallace

to disburse funds directly, solely and entirely to Plaintiffor by the breach of a good faith
foreclosure by Defendants Ross, BD Lending and Wallace;

c.

That Defendant Sojcher was not authorized to enter into any

mortgage on behalf of

Plaintifl either because

he was not properly authorized by the

.Plaintiff or that neithe¡ the BD Lending Mortgage nor the $100,000 Loan conformed with
the requirements imposed by M.G.L. c. 156C, and, that neither the

BD Lending Mortgage

nor the S100,000 Loan, therefore, is not enfo¡ceable as a mortgage against Pìaintiff;

d.

That the $100,000 Loan cannot properly be considered a mortgage,

irrespective of Defendant Sojcher's authority to enter and consummate that loan;

e.
and BD Lending

is.

e.

That the foreclosure action commenced by Defendants Ross, Wallace

improper and void;
That Defendant Sojcher fraudulently registered Desert Pine in

Massachusetts by naming only himself as the Manager, rather that

failing to name Al Tamimi

f.

Al Tamimi, and in

as the sole member;

That Plaintiff owes no obligation under the Desert Pine Mortgage to

the entity that Sojcher registered as DeseÍ Pine; and

'g..

That the Fraudulent Subordination AgreemerLt is yoid ab initio.

cotr'{T

v

(Temporarv and Permanent Iníunction)

83.

Plaintiff restates and realleges Paragraphs 1-82 hereofas if fully set forth

84.

Defendants Ross, Wallace and BD Lending commenced fo¡eclosure

herein.

proceedings against the Property in con¡ection with the fraudulent BD Lending Mortgage

by having published the Foreclosure Notice on December ?,2006. Moreover, by letter
dated December 28, 2006, Defendants BD Lending and Wallace have reite¡ated their

intention to attempt to foreclose on the Property, having asserted in that letter that they
now intend to hold the foreclosure on Jantary 29,2007.

85.

IfDefendants are permitted to proceed with the sham foreclosure against

the Property, Plaintiff

will suffer immediate

and ineparable injury, loss or damage in that

the Property may be sold at a foreclosure sale.

86.

Plaintiffs face a reasonable likelihood ofsuccess on the merits oftheir

claims against Defendants Ross, BD Lending and Wallace.

87.

Defendants Ross, BD Lending and Wallace

will not suffer any harm if

an

injunction is g¡anted against the foreclosure, as their harm is purely economic.

88.

Additionally, in light ofthe prior and continuing conduct ofDefendants

Ross, BD Lending and Wallace in attempting to foreclose on the Property in the manner

they have, their failure to withdraw the Decemtier 21, 2006 publication of the Foreclosure

Notice \Ã,hile the temporary injunction in the Suffolk Action remained in force, their
intransigence in providing the requested information pertaining to the disbursements
made underthe fraudulent BD Lending Mortgage and the fraudulent $100,000 Loan. and

their transparently fallacious explalations regarding lhe payment of Plaintiff

s taxes,

there is valid reason to believe that Plaintifffaces a heightened prospect for harm

if

a

temporary injunction does not issue.

89.

Wherefore, Plaintiff seeks

a

temporary injunction to prevent Defendants

Ross. Wallace and BD Lending from proceeding witL the aforementioned foreclosure
sale. Plaintiff further requests that this Court, after hearing, issue a preliminary injunction
against Defendants to prevent them from proceeding with any further foreclosure efforts

until such time

as the Court declares the rights

ofthe parties pursuant to the fraudulent

BD Lending Mofgage.

90.

Toward that end, Plaintiff requests that this Court endo¡se the

accompanying proposed Temporary Injunction.

WHEREFORE, Plaintiff prays that this Court render judgment for and awa¡d
da.mages in favor of

Plaintiff

as requested in

this Verified Complaint

Respeclfully submitted,

LINKDEVELOPMENT, LLC
/t
.a7

Bv: % ø**

@

"

Russell & Associates LLC
200 Highland Ave. - Suite 304

.
DATED: Iawary

b

Needham, MA 02494
(781) 444-srst

,2g¡7

I, Jeffrey B. Karll, as Co-Ma¡ager of the Plaintiff in this action, state
under fåe penalties. ofperjury that I have read the foregoing Verified Complaint and that
the allegations contained herein are true and accurate, and that no relevant information
has been omitted.

Signed under the penalties ofperjury

this

S t day f January,2007
o

.