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 T

MEMORANDUM OF SALE
Off Route I and Lyrxr Fells Parkway at Sanders Drive, Saugus, MA (hereinafter "the Property")

This Memorandr¡r¡r of sale is made this 26d'day of March,2010, by and among the RFF
Family Partnership Limited Partnership with a principal place of business at c/o Michael D.
MacClary, Esq., Bums & Levinson LLP, 125 Summer Street, Boston,
Paul E. saperstein company, lnc. (the "Auctio neef')

and

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MA

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02110 (the "Seller"),

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l1r'vqt'¿''t

(the "Buver").

^-!qL--L-¿--of
Subject to and in acco¡dance with the terms and conditions set forth in that certain Notice
of Sale attached hereto

as

Exhibit A and incorporated herein by reference, and as supplemented

by further terms set forth below, the Buyer hereby agrees to purchase the Property morc

füly

desc¡ibed in said Exhibit.
The Property shall be conveyed by the usual mortgagee's deed, subject to restrictions,
o¡ders of conditions, easements, improvements, outstanding tax titles, municipal or other public
taxes or assessments, federal or state tax liens, other liens or claims in the nature ofliens and

-

existing encumbrances of record which have priority over the lien being satisfied, ifthere be any,
including by not limited to those encumbrances and liens specifically set forth in the printed
notico of sale, outstanding water bills, water liens and water taxes, if any, violations, if any, of
the State Sanitary Code or any other Federal, State or local statute, public health mle or

regulation as may be in force and effect, and rights ofpersons under the Soldiers' and Sailors'

Civil Relief Act of 1940 and further subject to any tenant, tenancies or occupants, ifany, and all
other matters provided for in M.G.L. c. 1834, sec. 6, and M.G.L. c. 254, secs. 5 and 54..

The Property shall be conveyed in "as is" condition. The Buyer acknowledges that Buyer
has not been influenced to enter this transaction by, nor has

it relied upon, any warranties or

representations ofthe Seller o¡ the Auctioneer not set forth or incorporated in this Memora¡dum.

No personal property of any nature is included in this conveyance excep as expressly set forth

herein. If,

as

ofthis date, ifthe¡e is a¡y tenant or occupant in residence, the Buyer, ifhe or

she

wishes to evict such tenarit or occupa¡t, must do so at his or her oì.vn expense.
The bid price for which the Propert¡r has been sold to the Buyer is

tl ¿u
. ot
5 ? . fllj,

which $50,000.00 has been paid this day in accordancç with the terms of the notice of sale. The

sale shall not be deemed completed until the Buyer has made his or her deposit and has signed

this Memorandum of Sale. The balance ofthe purchase price shall be paid at the offices

of

Bums & Levinson LLP, c/o Michael D. MacClary, Esq., 125 Summer Street, Boston, MA
02110, by certified or bank cashier's chcck on o¡ before 5:00 p.m. on the thirtieth (30ft) day

following the sale, provided that such day is one on which the Registry ofDeeds is open for
business, and

if not, then on the next day on which said Registry is open for business. Time is of

the essence ofthis agreement. The Buyer shall pay all recording costs, including, but not limited

to, all recording fees and excise tax stamps.
In the event ttre Seller sannot convey title to the Property as stipulated, the deposit, and

if

applicable, the balance of the purchase price shall be refirnded and all rights hereunder shall
cease, and the Buyer shall have no recourse against the Seller, or its employees, agents and

representatives, whether at law or in equity.

No personal properry of any kind is included in this sale. Any work done upon the
Property or entry into possession before the conveyance of the deed, with or without pemlission

of the Seller, shall be at the sole risk ofthe Buyer.
The Buyer acknowledges that from and after this date Buyer shall have the sole risk

of

loss, and the Seller shall have no responsibility for maintaining i.nsurance on the Property. If the

Property is damaged by fue or other casualty prior to the closing, Buyer shall accept a deed to
the Property and an assignment of so much of the insurance proceeds as has not been used in the
restoration of the PropeÍy prior to lhe Closing, to the extent any such proceeds may be available

to the Seller, Buyer paying therefor the full balance ofthe bid price.

of

The Buyer shall assume responsibility for and costs relating to compliance with Title 5

the State Envirornîental Code, state and city requirements regarding smoke and carbon
monoxide detection equipment, and lead paint regulations, all as applicable. Seller makes no
warranties or representations regarding the Property's current compliance with any state or local
regulations or laws.
In the event that the successful bidder at the foreclosure sale shall default in purchasing
the within described property according to the terms of this Notice of Sale and/or the terms of

tìe

Memorandum of Sale executed at the time ofthe foreclosure, the Seller reserves the right to sell
the property by Auctioneer's Release Deed to the second highest bidder or subsequent highest

bidders provided that said bidder shall deposit the arnount ofthe required deposit with offices

of

Bums & LevinsonLLP,l25 Sùrnmer Súeel, Boston, MA 02110 within th¡ee (3) business days
after written notice of default ofthe previous highest bidder and titte shalt be conveyed to said
second highest biddet within twenty (20) days of said written notice.

Verbal qualifications and/or statement by the Seller or Auctioneer or their representative
agents shall not invalidate or become part of this sale as the Buyer hereby acknowledges and
agrees that Buyer has not relied on any such statements and has examined to Buyer's satisfaction

the Property. This Memorandurn of sale shall constitute the entile agteement of the parties
hereto.
I, the undersigned Buyer, acknowledge that I have been given a copy ofthis

Memorandum of Sale,

Seller

By: Michael D. MacClary,
Attomey for Seller