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 E

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MANAGER'

S

CERTIF']CÃ,TE

Pursuant to th.e Operatíng .A.greement of t,ink
Developmen.t, LLC (the '.Company,,), the urrdersigned. Stuart H.

Sojcher, duly authorized agent of Èhe Company, hereby
certifies
the

that }"e Ì¡.ag been autl¡orized and directed by a1l of

membere

of th.e Company to enter into a certair¡. loarr

arrangemeñt by and. between th.e Company aÐ.d BD ï,endirrg Trust,

l-n connection with a Term Note dated Septenber 29,
t}..e originaI principal

arrtourlt

2OO6

of g600,00O.OO,and to execute

and deLiwer any and. all docurrenLe deemed reasonably
!.eceɡaary

to effecÈu.aÈe eaid. loarl arrarlgemerlt.
A true copy
Attest
¡

jcher, duly

authorjt{ed agent and not
rndividuaJ.J.y

Dated: SepteÐber 29,

2006

in

LINKDEVEL.PMENTLLC''ü!}ll}}U}I}l':l)\TÏ\'|TT)¡'lþ'"

.

cenrmtcÀrp op l4ANecI

-

I, Stuart

H. Sojcher, do hereby

certify that I am the duly elected and qualified Manager ofLink

Development LLC, a duly existing Massachusetts limited liability company, with a principal address of229
Berkeley Street, Boston, Massachusetts, and that at a Special Meeting, held at held on September 29,2006 at
12:00 p.m. a|229 Èerkeley Street, Boston, Massachusetts,.the following resolutions were unanimously
passed:

RESOLUTJON: That the timited. liability company is hereby authorized
to enter into a certain loan arrangement with Robert Wallace,
Trustee of the BD Lending Trust, in the originai principal amount
,: of $600,000.00, and to execute a Mortgage and Note, in
',- connection with the reai estáte located at Route 1 and Lynn Fells
Parkway at Sanders Drive a¡d 1-12 Denise Drive at Diâmond
Street, in Saugus, Essex County, Massachusetts, and such other
loan documents which may be necessary in connection therewith,
in order to effectuate the loan arrangement with Robert Wallace,
as Trustee of the BD Lending Trust.

RESOLUTiON: That Stuart H. Sojcþgr, ![e.qr44ager of the limited liability company,

.
.

is hereby authorized to execute any and a1l closing documents
deemed necessary in order to secure and effectuate the loan
arfangemsnt.
the manager of this'limited liability company b-e. and hereby is,
authorized, empowered.and directed to take any and all such action,
on behalfofthe limited liability company and to execute and deliver
any and all such documents, including, without limitation, any and
âll notes, mortgages, agreements, declarations, applications, affidavits,
guarantees and other insiruments, as he may deem necessary, advisable oi
proper, in order to carry into effect the purpose and intent of the foregoing

RESOLUTIOi: That

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resolution a¡d in order'io perfonn any obligations of the limited liabiiity
company, or ány other agreements and documents executed and delivered
by the limited liability Company pursuant to or in connection with the
foregoing resolution.

I certify that the above resolutions are in
rescinded o¡ amended.

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full force

and effect and have not been revoked,

¿ r,o"*-rctÈo¿o4 ¡.dcl.r.i* oFdopndt

LLc Mùusr

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Aftei-R e coft! ih g

R e tu

t,n to..

Ii. SOJCHER. ESO
229 Be¡keley Sheet
Bosrorl, MA 021l6

STUART

'¿
WTINESS my hand and seal this 29ò day of September, 2006

A true ¡ecord.

COMMONWEAITH OF MASSACHUSETTS
County of Suffolk,

ss.:

On this 29tr' day of September, 2006, belóre me, the undersigned notary public, personally appeared
Stuaf H. Sojcher, who proved to me through satisfactory evidence of identification whicb consisted of
Massachusetts drivers license to be the person whose name is signed on tþis document, and acknowledged
me that he signed it as Manager, voluntaríly for its stated

Notary Public

My Commissìon Expires: March 24, 201 I

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Secr€tary of the
Co[¡floflwealt]¡

rowHoMrrMAyc.NCERN:

septemtrer

zs,2006,ultl-[[}ü[[fll"li]"|l[ïflljþ$r,,
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I hereby certify that a certificate of organization of Limited
Liability company
in this office by

rvas

filed

LINK DEVETOPMENT, LLC
ìn acco¡dance with the provisions of Massachusetts General
Laws Chapter 156C
on Äugust 18, 2005.

I further certify that said Limited Liability Company has not filed
a certificate of
and thaÇ so far as appears of record, sata umiæ¿
Li"bitiy c";p;;îã. r.g"r
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In testimony of v¡hich,
I have he¡eunto affìxed the

Great Seâl of the Commonwealüì
on the dáte first above

written.

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Secretary of the Cotnmonwealth
Processed By:keb

AJTer

Recording Retum fo

STUART H. SOJCHER, ESO
229 Be¡kelev Sheer
Boston, MA 021 16