NJDEP Laganella v Hekemian First Amended Complaint

COLE, SCHOTZ, MEISEL, FORlVIAN & LEONARD, P.A. A Professional Corporation Cm:ut Plaza North 25 Main Street P.O; Box 8'00 Hackensack~ New Jersey 01602-0800 (201) 4&9-3000 (201) 489-1 536 Facsimile and · '~'liE LA\v oF.E:l'CEs oF mcHARD MALAGIERE ocr·· 14 Bergen Street, 1 ~t Floor . · ,(J-1 2007

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SUPERIOR CQtJRT OF NBVlJERSEY LAGANBLLA PROPERTY -.MANA~NT,·ELC, a New Jersey limited liability company, in its capacity as

· CHANCRRY'DIVISION; BERGEN COtJNT}~ POCKET NO .. BEJt..C-41 +06 ~-

·a llmited.partner, and on behalf offfiR.SBY : INVESTORS GROWTH CO.~ A LOOTED : PARTNERSH.IP, and all other limited : partners similarly situated1

Plaintiff, ·• .

ROBERTS. HBKEMIAN, SAMUEL : -. .HEKEMIANand DONALD W. BAANBYt :

individually and in their respective :-_capacities as general partners ofJERSEY ·: INVESTORS GROWTH CO.~ A.LIMITED : PARTNERSHIP, and HEKEMIAN & CO.,

··· -INC.~ aNew Jersey Corporation,

Defendants.

Civil Action-···

_)HUT AMENDED VERlFIED COMPLAINT

Plaintiff, LAGA. \!ELLA PROPERT'tM.ANAGEMBNT, LLC. with a princip-al place of ... ~

business located at 1 Kalisa Way; Suite 301! Paramus, New Jersey~ 0765.2, on its own behalf ant{ --" ·'

.. in its capacity as a limited partner of JERSEY INYESTORS<GROWTH CO.; A LIMlTED

PARTNERSHIP C'JlGt'), and all o.ther limited partners similarly sitUated, by way of First

Amended Verified Complaint againstROBERT s~ HBK.EMIAN~ S.AMI.:l~L HEKE.YIIAN and

DONALD W. BARNEY, individually and -in their respective capacities as general partners of

JIG, JIG and ~IAN & CO., INC., a NewJet$eyCorporati;on, alleges:

-.SUMMARY.OFDISPUTE

1. Tbfs dispute arises due to the complete~isregard by the general partners of JIG to

abide by the restrictions, well~defil'led in the JIG parmership agreement, on their ability to ta.tz:e

certain a.otions without the approval of. an investorS· ~dvi_sory corrmrittee consisting ~f seven to

nine partners including at least Jour limited partners and their ability to pay ·themselves and

entities they own and control for ma:n:agementservicesrenderedto JIG. The general partners of

JIG have operated in this fashion for tile past 40 years, yngaging in numeroU$ related p1n1y

transactions-tltat~otate the JIG partnership agreement andtbeii~fiduciary duties to TIG and its

limited pal'tners. culminating in the approval of payments by JIG to Hekemian & Co.~ Inc. of fees

tbatar.eat least$2.,907,125 and could total well ov~$3,000,000. The general partners ofllG

have also engaged in a scheme to nominally transfer .two JIG properties for .the ptirpose of

n:tasking JIO' s ownership of these properties in order to obtain c«tain environmental approvals

tbr the development of Qontiguous JIG property thereby bteac~ their fiduciary duty to the . .

limited partners and subjecting JIG to substanti~IJ~ilitY, LPM, on behalf ofJIG and othe:r JIG

limited partners similarly situated; seeks this Court;s assistan<;etQ prevent the payment oft.he

fees to Hekemian and Co., htc., to enjoin the general partners from pursuing this environmental

scheme} to remove_ the JIG general partners and Hekemian and Co., Inc. as JIG's managing a&~l'Z

rutd tor the appointment of a receiver, to reinstate the restrictions on the general partners ~s

recited in the JIG partnership agreement, for an accounting of all pastrelated party transactions.,

and for related relief.

2

PARTIES.

2. Plaintiff, Laganella Property Management. LLCis a New Jersey Limited Liability

Company ("LPN1") with offices at 1 Kalisa Way, Suite 301 in the Borough ofPararnus. County

of Bergen, StateofNew Jersey and is the successor to the JIG partnership int¢rest originally held

by Nicholas A. Laganella,

3. At all relevant. times,. including on this date an<J~tbe dates of the transactions

which are the subject of this First Amended Verified Complaint, LPM or Nicholas A. LaganeUa.

as predec~~sor to the JIG limited partnership interest of LPM, was a limited·panner of JIO.

4. At all relevant times" LPM's allocable share ofllG partnership property amounts

to 5% or more of the contribution$ of or the allocations to U.JIG partnGhip property of all JIG

limited partners and the contributions of ot the shares allocable to LPM have a fair value in

excess of$25,;000.

5. JIG is a New Jersey Limited Partnership with its prinoipal office located at SQS

iV1ain Street in the City of Hackensack> County of Bergen, State ofNew Jersey. JIG is named a

defendant in this case as a.11 indispensable party pursuant to &.4:28-1.

6. Defendant, RobertS. Hekemiant is an individual and one of the three general

partners of JIG and maintains a business addresses clo Hekemian & Co., Inc., SOSMain Street in

the City of Hackensack, County of Bergen, State.ofNew Jersey.

7. Defendant, Samuel Hekemia.Tl, is an individual and one o(the three general

partners of JIG and maintains a business addresscio Hekemi.,n & Co.J lnc.1 505 Main Street,

City of Hackensack, County ofBergen, State ofNew Jersey.

8. Defendant, Donald W. Barney, is an individual and one of the tl1ree general

partners of JIG and resides at 815 Pond Brook Road in the Borough ofFrai'tKiin Lakes, County of

Bergen, State of New Jersey. The three general partilers i<lentified in this and the preceding two

3 42 i 18f0002-23l6227v4

paragraphs of this First Amended Verified Complaint wiU be collectively referred to as rhe ··nG

Gen.eral Partners."

9. Defendant. Hekemian &. Co., Inc. is a ~ew Jersey corporation \Vith p.rineipal

offices located at 5051\!lain Street in the City ofHackensack~ County ofBergen~ State of New

]¢rscy. Upon information and beliefHekemian & Co.J Inc. has acted and continues to act as

10, Upon information and belief, Hekemian & Co., Inc. is wholly owned by Robert S

Heketllian and his family.

JJQLNI~l> Pfl.\f§IBI~P.A~~~NT LlltiiTATIONS Qt} (iB,NIBAL P&ft'J1'rm;§S

1 t, In November and December 1966. twenty-one individuals signed a limited

partnership agreement thereby forming JIG (the .. JlG Limited Partnership Agreement"). The JKf

Limited Partnership Agreement was filed as a Certificate ofLimited Partnership on August 17.

1?67 with the Clerk of Bergen County in Book 8 of Limited Partnershi-ps at page 387.

12. Since its fonnation, JIG has been in the business of real estate investments,

primarily consisting of the purchase and ovrne.rship of certain parcels of substantially

unimproved real property in the Township of Sparta, County of Sussex, State ofNe,w Jersey.

13. The JIG Limited Partnership Agreement establishes strict and carefully defined

limits on the power of tile JIG General Partners to take cert-ain actions on behalf of JIG and to

pay compensation for services rendered to the Partnership. The JIG Limited Partnership

Abrreement also requires the JIG General Partners to keep accurate books of all income and

expenditm·es and to provide the JIG limited partners with am1ualprofit and loss reports and free '

access to JIG's books and records.

14. Article V of the JIG Limited Part'uership Agre~ment expressly prohibits JIG from

paying a general partner of llG any compensation for his services to JIG and further expressly

prohibits JIG from paying a.t"ly person any compensation for ma..-,agement services rendered to

JIG, with the sole exceptions being TIG's retention of a real estate management firm in

counsel and auditors.

15. Thus, Article X of the JIG Limited Partnership Agreement states:

No General Partner shall be entitled to receive any compensation for his services as sue~ nor shall any person be entitled to receive any compensati-On for the management of the business of the partnersl1ip, except that the partnership may retain a real estate management finn to manage inoome .. produeing property of the partnership, and it may retain legal cotmsel and auditors.

16. In addition, Article VII ofthe JIG Limited Partnership Agreement prohibits

general and lirnited partners of JIG from obtaining a return of any portion of their capital 1iom

the partnership, except as e}rpressiy provided for in the JIG Limited Partnership Agreement

17. Thus, Article VII states, in pertinent part

The General and Limjted Partners shall not, during the continuance of the partnership, be entitled to draw out or receive back any part of their respective shares of the capital, except as provided for expressly herein.

18. A1ticle XIV of the JIG Limited Partnership Agreement stipulates that JIG shall

a1muaUy elect an Investors Advisory Committee, consisting of not less than seven nor more than

nine partners! including three general partners.

19. Article A.'V of the JIG Limited Partnership Agreement prohibits general partners

of JIG from taking any action regarding new investments. the sale or disposition of partnership

assets or increases or decreases in the capital of the partnership. unless and until the general

partners of JIG obtain the approval of the Investors Advisory Committee.

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20. Thus. Article XV ofthe JIG Limited Partnership Agreement states:

The following actions of the partnership shall be taken upon recommendation of the General Partners and upon approval of the Investors Advisory Committee: (a) All decisions with regard to new investments.; (b) All decisions with regard to the sale or disposition of partnership assets; (c) AU decisions with regard to increases or decreases in the capital of the partnership;

Ac:tions of the General Partners shall not be effective unless concurred in by at least 2 General Partners. The approval of the Investors Advi~ey Committee shall be granted at a regular or special meeting of the c:ommittee and shall be by a vote of a majority of all of the members of the committee. The fu•testors Advisory Committee may establish sueh date and place as it may seem [sic] fit for the holding of any of its meetings.

21. Article XVIII of the JIG Limited Partnership Agreement requires rhe general

partners of JIG to maintain accurate books and records of account for JIG, including an monies

received and expended~ and to provide all JIG limited partners with free access at any time to

such books and records.

22. Thus, Article :A'Vlll of the JIG Limited Partnership Agreement states:

There shall be kept, under the direction of said General Partilers, during the aforesaid term of said partnership, accurate: _iust and true books of acco.un1, wherein shall be set down, as wen as the monies received and expended in and about the said partnership business, as also all the com100dities and merchandiSe bought artd sold by reason and on account of the said business, and also all other matters and things in any way belonging or appertaining to the said business) and that any of the parties heret<> may at any ti'Ue have free access to such books of account.

G;RNERAJ.. fARfNERS' DISREGARD OF I.,IMITA TIONS IMPOSEQ BY BG l.IMITED PARTI\"ER.SHIP AGREEMENT AND BREACH OF FIIJOClARY DUTIES

23. Notwithstanding the requirement in the JIG Limited Partnership Agreement to

annually elect an Investors Advisory Conunittec consisting of between seven and nine JIG

partners, the JIG Gener?J Partners failed~ from the date of JIG's formation in 1966 until March S,

6

2006, to establish the Investors Advisory Committee, thereby directly violating Article XIV of

the JIG Limited Partnership Agreement.

24. Instead, for approximately 40 years, the JIG General Partners made all decisions

regarding new investments, the sale or disposition of partnership assets and increases in the

capital of:HG, without any input from or approval by the Investors Advisory Committee, all in

direct violation of Article XV of the JIG Limited Partnership Agreement.

25. Recognizing that its actions were in direct violation of the nG Limited

Partnership Agreement~ in October 1987 the JIO General Partners sought to delete the limitations

on their powers as had been agreed upon in Articles XIV and XV of the JIG Limited Partnership

Agreement by filing an Amended Certificate ofLimit&i Partnership, signed only by the flG

General Prutners, which purported to delete the limitaticns imposed by Articles XIV and XV of

the JIG Limited Partnership Certificate in their entirety.

26. The JIG General P&-tners' attempt to eliminate the requirements set forth in tlte

JIG Limited Partnership Agreement for the establislwent ofthe Investment Advisory Committee

and obtaining its approval prior to taking certain actions, is contrary to and violative of the New

Jersey Limited Partnership Act; the JIG Limited Partnership Agreement and was null aud void

from its inception and without any force or cfibct.

27. Since the formation of TIG, the TIG General Partners have entered into numerous

transactions on behalf of JIG v.-'ith persons who were related to the JIG General Partners or with

entities in which one or more of the llG General Partners had an ownership interest) which

tr::.nsactions personally benefited the JIG General Partners and their respective families to the

detriment of JIG (the "Related Party Transactions.,).

28. By letter dated February 23, 2006, Defendant· RobertS. Hekemian ootrfied the

JIG Limited partners of the JIG General Partners' d-ecision to increase the capital of HG by

$1, 100,000, directing the Limited Partners to forward their proportionate contributions for du s

increased capital on or before March 15, 2006. Robert Hekemian stated that over 75% of this

capita'! call wa.~ needed in order to pay a loan from Grandview Associates:, ··a Hekernian·owned

cor.nparty"~ for expenditures made by no since January 1, 2000.

29. Upon infunnation and belief, Grandview Associates is a New Jersey partnership

owned and operated by Robert S. Rekemian and Samuel Hekemian.

30. In his Febntary 23J 2006 letter to the JIG limited partners, Robert S. Hekemian

also indicated that. there was an ~'issue of fees or compensation to H & Co. [Hekemian & Co.,

Inc.] for their years ofinvolvement in. the management of the day-t-o-day affairs of the

Partnership property as well as their efforts during tbe recent years now culminating in the issues

currently being reported [relating to the proposed development ofthe JIG real property in Spana~

New Jerseyr~ Robert Hekemian reported that he would speak with representatives ofHekemian

& Co., Inc. so that they could present a proposal for the amount and payment of such

111anagement fees, which proposal could be reviewed and approved by the JIG General Partners

without dciay.

31. By letter dated March 7, 20061 counsel for LPM \.VTote to Robert Hekemian

requesdn.g information regarding the following subjects: (a) whether JIG had elected an Investors

Advisory Committee a11d whether the Investors Advisory Committee had approved the actions of

the JIG General Partllers with respect to sale of real property of JIG and increases in JIG's

.::apital; (b) certain Related Party Transactions including undocumented loans from Grandview

Associates to JIG at an above~market interest rate; (c)· a discrepancy between the expenditures

reported on JIG's financial statements for the past five years and these set forth in Robert

Hckcm..ian's Febrtl.ary 23> 2006letter; (d) the proposed management fee to be paid by Hekcmi.an

& Co .. Inc., given the prohibition in the JIG Limited Partnership Agreement on the p~ymcnt of

.such fees and the fact that a 5% management tee had been consistently reported on JIG's annual

financial statements as already charged to JIG by Hekemian & Co .• Inc. with respect to JIG's

income-producing property.

32. At a'lvfarch 8, 2006 meeting of the JIG partners, and in response to the 1\!farch 7,

2006 letter from LP:M's counsel, JIG elected an Investors Advisory Committee. L>efenda11ts

Samuel Hckemian and Donald \V. Barney were elected as the general partners on the Investors

Advisory ColTh-nittee.

33. On June 14, 2006, ti.e I1westors Advis1>ry Committee met and approved JIG's

payment oft.'le following fees to Hekemian &. Co., Inc. (Robert Hekemian and his family):

(a) $5007000 purportedly to pay Hekemian & Co., Inc. {Robert Hekemian and

his family) for management services rendered since 1967 {the "Lump Sum ?v!anagement FeeH);

(b) $1,000.000 plht'ortedly to pay Hekemian & Co., Inc. (Robert Hekemian

and his family) for management services in connection with the development process, with

payment contingent on the completion ofPhase I ("Phase f') oftbe Sparta, New Jersey

development project (the "Lump Sum Development Fee");

Leasing commissions of2.5%, totaling $457,125) for the first 10 years of a

lease of real property within Phase I to Stop & Shop and leasing commissions of 5% for the first

l 0 years on all other leases at the two additional buildings included within Phase I (the .. Leasing

Commissionsn); and

(d) .A.n additional fee of 5% for management services to be rendered in

c(mnection with the Stop & Shop ]ease, totaling approximately $950,000 for the initial ter.:1J

c vtithout renewals) of the Stop & Shop !ease. plus management fees of 5% on the two additiona.l

buildings included within Phase I (the ~~Additional Management Fee'').

34. The t\vo JIG General Partners on the Investors Advisozy Committee, Srunuel

Hekemhm and Donald W. Barney, voted in favor of the payment of all of these fees to H€kerrnan

& Co.~ Inc (Robert Hekemian and his farnily)t as did two members of the Investors Advisory

Committee who were also employees of Hekemian and Co., Inc. LP~1 voted against the

payment of these fees.

35. Hekemian & Co .• Inc.'s request for these fees and the TIG Investors Advisory

C\Jmmiuee's approval of their payment did not. in any sense, represent arms length traJ1sactions

which were fair to JIG; rather> they personally benefited the JIG General Partners artd their

respective f1uniUes to the detriment of JIG. Significantly, the JIG Investors Advisory Committee

approve-d the Lump Sum Management Fee, tbe Lump Sum Development Fee, the Leasing

Commissions and the Additional Management Fe-e~ despite the fact that JIG did not have any

written agreement of any kind whatsoever with Hekemian & Co., Inc., had not received any

invoices from Hekemian & Co., Inc. for such alleged services, and despite the fact that

Hekemian & Co., Inc. had acknowledged at the June 14,2006 meeting that it did not have a.~y

documents to track any time which it had allegedly devoted to JIG, which documents would

serve to support these fees or their amounts.

36. Hekemian & Co.~ Inc.'s request for the payment ofthese fees, and the JIG

Investors Advisory Committee)s approval of their payment, represents &'1 attempt by tile JIG

General Partners to get paid for services which they have rendered over the years to JIG, since

10

the Jl G General Partners have been significantly involved in the management of the d~velopment

process and in otherwise rendering services to JIG since JIG's formation, and to otherwise

withdraw their capital from JIG.

37. The JIG Limited Partnership Agreement prohibits the payment to Hekemian &

C()., Tnc. (Robert Hekemian and his family) of the Lump Sum h.fanagement Fee since:

(a) Article VII prohibits the JIO General Partners from obtainjng a return of

their capital, except as expressly provided in the JIG Partnership Agreement;

(b) Article X prohibits any General Partner to receive any compensati<.)l1 for

his services;

(c) Article X prohibits ''any perscnf' to receive any compensation for the

management of the business of the partnership, except for the retention of a real estate

management fim1 with respect to "income-producing property~, of JIG; and

38. Hekemian & Co.'s request for the Lump Sum Management Fee, and the JIG

hwestors Advisory Committee's approval of its payment by JIG to Hekemian & Co., Inc., is also

wholly inconsistent with and contradictory to the JIG tax returns and the financial statements

distributed to JIG's limited partners on an annual basis which stated that Hekemian & Lb .• Inc.

had already charged JIG a 5% management feo on JIG's income~producing property for each

year since at least 1992. These JIG ta.-x retums and a..~ual financial statements did not indicate in

any manner that JIG was othenvise indebted to Hekemian & Co., Inc. for any other amount,

including for any additional amount for management services allegedly rendered to JIG since

39. The ITG Limited Partnership Agreement prohibits the payment to Hekemian &

Co., 1nc. (Robert Hekemian and his family) ofthe Lump Sum Development Fee since:

(a) Article VII prohibits the JIG General Partners from obtaining a return of

their capital, except as expressly provided in the JIG Partnership Agreement;

(b) Article X prohibits any General Partner to receive any compensation 1i~r

his services;

(c} Article X prohibits uany person~' to receive any compensation tbr the


management fim1 with respect to ''income .. prodncing property, of JIG~ and

{d) The JIG Oeneral Partners cannot evade the prohibitions and limitations se,~

forth above by chnracterizing a fee for management servjces provided to JIG as a "development

fee for the management of tl1e development process."

40. The JIG Limited Partnership Agreement also would seem to prohibit the pa:yTnent

to Hekemian & Co.! Ine. (Robert Hekemian and his family) of the Leasing Commissions since:

(a) Article VII prohibits the JIG Genera] Partners from obtaining a return of

their capital, except a(j expressly provided in the JIG Partnership Agreement;

(b) A.rticle X prohibits any General Partner to receive any compensation tor

his services;

{c) i\rticle X prohibits Hany person" to receive any compensation for the


management finn with respect to ''in com~ producing property" of JIG;

(d) The JIG General Partners cannot evade the pror.ibitions and limitations scr

forth above by characterizing a fee for management services provided to JIG as Hieasing

cornrnissions"; and

1.-.

(e) The request for these fees and approval ofthejr payment did not in a11y

sense represent an arms length transaction which was £'lir to JIG; rather, it personally benefited

the Robert Hekemian and his fa111ily to the detriment of JIG.

41. The TIG General Partners approval of the payrrtcnt of the Lump Sum Management

Fee, the Lump Sum Development Fee and the Leasing Commissions violated their fiduciary

duties to JIG since these payments are less favorable to JIG than otherwise available for

negotiated or bid arms length transactions for services rendered or to be rendered to JIG.

47 The JIG Partners approval of the payment of the Lump Sum .M.anagement Fee and

the: Lump Sum Development Fcc violated their fiduciary duties to JIG sinoe~ to the extent these

fees '-vere incurred by JIG, all or a. substantial portion of such debts were incurred over six years

privi·to June 14, 2006 and were ban·ed frorn coUection by Hekemian & Co., Inc. from JIG by the

applicab!e statute of llmitations.

43. To whatever extent Hekemian & Co., lnc. has perfonned services in securing

Stop.& Shop as a tenant or developing Phase I, and such services are not affected by the

prohibitions and limitations in the JIG I ,imited Partnership Agreement as set forth above,

Hekernian & Co., Inc. shall be amply compensated for its services by the payment by JIG to it of

fees allowed under the Limited Partnership Agreement in connection with it1come pr<1ducing

property.

44. At all relevant times, both the JIG General Partners and Hekemian & Co., Inc.

well knew that JIG's agreement to pay Hekemian & Co., Inc. for any services rendered to JIG

<tnd J lG's approval of such payments to Hekemian & Co., Inc .• including the Lump Sum

iv1anagement Fee. the Lump Sum Development Fee and the Leasing Commissions, violated the

JIG Limited Partnership Agreement and the fiduciary duties owed by the JIG General Partners ro

HG and all limited partners of JIG.

45. At its June 14, 2006 meeting, the Investors Advisory Committee approved a

capital call forth~ July tlu-ough September 2006 quarter in the amount of$800,0001 includh~g

within that sum the $500,000 Lump Sum Management Fee to be paid to Hekemian & Co., Inc.

46. By letter dated June 30, 2006 RobertS. Hekemian notified the partners of JIG of

the approval of the $800,000 capital call and demanded that they make their proportionate

contributions.

4 7. By letter dated August 2, 2006 LPM notified Robert S. Hekemian of its objection

h") thrz $800.000 capital call., noting that the proposed payment of a $500,000 fee to Hekemian &

Co .. Inc. for management services purportedly provided to TIG constituted a direct violation of

the prohibition in Article X of the JIG Limited Partnership Agreement against the payment of

management fees to any general partners or to any person or entity for the management of the ·

business of the partnership, as well as a violation of the general partners· fiduciary duties to JIG

and its limited partners by operating JIG in a manner so as to personally enrich Robert S.

H~kemian and/or his familv. . .,

48. In LP~1~s August 2, 2006letter, Nicholas Laganella, Jr. demanded a withdrawal

of the $800,000 capital call pursuant to Article X of the .HG Limited Partnership Certifica1e and

in the best interest of all of JIG's partners.

49. The JIG General Partners have refused to withdraw the $800,000 capital call.

50. By letter detted August 9, 2006, addressed jointly to the JIG General Partners.

counse! for LPM demanded that the JIG General Partners institute the appropriate action on

behalf of JIG and its limited partners to remedy the breaches by the JIG General Partners of the

14

J lG Limited Partnership Agreement and the breaches of their fiduciary duties to JIG and its

limited partners. LP1vf requested that this action be instituted on or before August 16, 2006.

51. The JIG General Partners have failed and refused to institute the action as

requested by LPM in its August 9, 2006 letter on behalf of JIG and its limited partners to remedy

the breaches of the JIG T ,imjted Partnership Certificate and breaches of fiduciary duty by the JT(i

General Partners.

52. By letter to the JIG General Partners dated August 11, 2()06, counsel for LP:Lvf

requested an opportunity to review the JIG books and records pursuant to the right so granted to

JIG's limited partners in Articie XVill of the JIG Limited Partnership Agreement and pursuant

to NJ.S.A. 42:2A-29.

53. The ITG General Partners thereafter made certain books and records available to

LPrv1 for its inspection, but have failed and refused to produce a wide variety of JIG books and

records, including:

(a) JIG documents tracking the partners' respective capital accountlS and prior

capital calls;

(b) Minutes of partnership meetings from prior years} with the exception of

minutes for a r.tfarch 31, 1992 meeting;

(c) Annual financial statements produced by the partnership prior to 1997,

claiming it would be ·•ctismptive to the partnership to retrieve fimmcial statements prior to 1997'';

and

(d) Any documents regarding partnership income or expenditures prior to

1987.

• r

54. The failure and refusal by the JIG General Partners to produce to LPM or provicfe

access to LP1'v1 a \Vide variety of JIG books and records, including those set forth above,

constitutes a violation of Article XVIII of the JIG Limited Partnership Agreement and i::f ..• L~,l:\

42:2A~29.

55. Upon information and be1ief, the JIG General Partners have failed to maintain

ac(:urate books and records of account for JIG, including all monies received and expended, or t\r

pmvide all JIG limited partners with free access at any time in violation of Article XVIJI of :he

TIG Limited Partnership Agreement

56. The documents produced by the JIG General Partners to LP!v1 pursuant to its

August 11: 2006 request and otherwise have disclosed numerous additional Related Party

Transactions, including the payment of approximately $2,000,000 to Grandview Associates

between 1987 and 1999 (without any corresponding documentation)~ the payment of an

additional <1pproximately $150}000 to Hekemian & Co., Inc. and Robert Hekenrian from 1938 to

1993 for "consulting services" and other unspecified items and the payment by JIG to Grandview

Associates of interest on certain alleged loans by Grandview Associates to TIG at an interest rate

that exceeded market interest rates at the time of these loans.

57. rn October, 1987 JIG purchased certain real property in the Township ofSpa..l"ta,

(\Hmty of Sussex, State of New Jersey having a street address of 56 Main Street and designated

as Block 19.0C Lot 12 on the ta'X map ofthe Township of Sparta (the "561v1ain Street

PropertyH).

58. In March, 1990 JIG, through Grandview Associates, purchased certain real

property in the To·wnship of Sparta, County of Sussex, State of New Jersey having a street

1{)

address of 60 Main Street and designated as Block 19.01, Lot ll on the tax map of the Township

of Sparta (the "60 :N1ain Street Property").

59. In April, 2005 JIG transferred the 56 Main Street Property and the 60 tvlain S1reet

Property to 56 :Y1ain Street Associates, LLC.

60. JIG's transfer of the 56 Jv1ain Street Property and the 60 Main Street Property to

561.1ain Street Associates, LLC was effected pursuant to a "Nominee Agreement" whereby 56

"N1ain StTeet Associates held bare legal title to these properties as JIG's "nominee", subject to

DG's equitable ownership of the 56 ivfain Street Property a.11d the 60 1\-fain Street Property and

subject to instmctions aJ1d directions from JIG regarding all aspects of these properties (the

"Nominee Agreement"). A true copy of the Nominee Agreement is attached to this First

Amended Verified Complaint as Exhibit A.

61. Upon information :IJ'ld belief, the transfer of the 56 Main Street Property and the

60 Main Street Property to 56 Main Street Associates. LLC pursuant to the Nominee Agreement

was designed to enable JIG to file applications with the New Jersey Department of

Environmental Protection (the HNJDEPH) and otherwise conduct itself in a manner to make it

appear to the NJDEP that JIG o'Aned only 220 feet of frontage on Main Street in Sparta: thereby

ncccssite.ting the placement of the connector road required for the development of this site in

protected wetlands or related wetlands transition areas and was otherwise designed to

misrepresent JIG ·s ownership ofthese properties (the "Environmental Applications Scheme").

62. Upon information and belief JIG thereafter filed applications with the New Jersey

Department of Envirorm1ental Protection which did not include the 56 Main Street and the 60

'•lain Street Properties within the development site as required by the NJDEP regulations and

orherv. ise made submissions to the NJDEP which did not disclose that the 56 rvfam Street and 60

17

Main StTeet Properties were available to JIG to permit the placement of the c:)rrne.ctor road

further from the protected wetlands or related wetlands transition areas.

63. Upon infonnation and belief~ Hekemian and Co., Inc. and each of the JIG Gent:L

Partners direct1y participated in1 authorized, approved or ratified the actions taken by or on

behalf of JIG fllrtherance of the Environmental Applications Scheme.

64. The actions taken by each of the General Partners in furtherance of the

Environmental Applications Scheme are dishonest, against public policy and constitute a breach

of the fiduciary duties owed to JIG and the JIG limited partners and have exposed JIG to

substantial and continuing liability for these actions.

65. Each of the JIG General Partners directly participated in, authori?:ed, approved

mti fie-d the violations of the JIG Limited Partnership Agreement and the breaches of fidaciary

duty, as set forth above) with knowledge of the wrongful nature of their conduct.

66. The ac.tions of each of the JIG General Partners in participating in and!or

authorizing, approving and ratifying the violations of the JIG Limited Partnership Agreement

and the breaches of fiduciary duty, as set tbrth above, and the involvement ofHekemiac & Co. i1;

these actions, justify and necessitate the removal of these defendants, respectively, as JIG gcrw"·1;l

pa.rtners and as JIG's managing agent and the appointment of a receiver for JIG.

67. Upon infonnation and belief, certain of JIG's limited partners have supported the

;tctitlllS c f the JIG Gcn~ral Partners, including the Related Party Transactions and the approval t.•;

the pay1nent to Hekemian & Co., Inc. of the Lump Sum !vfanagement Fee, the Lump Sum

L>evelopment Fee, the Leasing Commissions and the AdditionaHvfanagement Fee becat~se of

di;ect and indirec.t benefits t1owing to them from such actions and the payment of these fee::; to

Hekemian & Co., Inc.

18

FIRST COUNT (Breach Of Express Provisions of JIG Limited Partnership Agreement-Derivative Actior;:

6~. Plaintiff repeats and realleges all of the allegations ~et forth in paragraphs 1

through 67 of this First Amended Verified Complaint as if set forth at leneth in this count.

69. The violations of the JIG Limited Partnership Agreement by the JIG Gencrai

Partners, as set forth above, including but not limited to approval of payment of the Lump Su;~;

Management Fee, the Lump Sum Development Fee and the Leasing Commissions to Hekcmi iii\

& Co., L1.c., constitute breaches of the express terms of the JIG Limited Partnership Agrcemcr~~

70. As a result of the breach of tl1e express tenns of the JIG Limited Partnership

Agreement by the JIG General Partners as set forth above, JIG, LPM and all other limited

partners similarly situated, have sustained damages.

SECOND COI:NT (Breaclt Of Duty Of Good Faitlt And Fair Dealing Implied In

JIG Limited Partnership Agreement-Derivative Action)

71. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1

through 67 of this First Amended Verified Complaint as if set forth at length in this count.

72. The violations of the JIG Limited Partnership At,:rreement by the JIG General

Partners, as set forth above, including but not limited to approval of payment of the Lump Sum

rv1anagcment Fee, the Lump Sum Development Fee and the Leasing Commissions to Hekemiaq

& Co., Inc., constitute breaches of the covenant of go0d faith and fair dealing implied as a mate;

of law in the JIG Limited Pa..'inership Agreement.

73. As a result of the breach ofthe express tc1ms of the JIG Limited Partnership

Agreement by the JIG General Partners as set forth aoove, JIG, LPM and all other Jimiteo

partners similarly situated, have sustained Jamages.

THIRD COUNT (Breach Of Fiduciary Duty-Derivative Action)

74. Plaintiff repeats and realleges all of the allegations set forth in paragraphs I


75. The JIG General Partners owed JIG, LPM and all other limite~ Jrartners simiiarty

situated a fiduc .ary duty to: (a) administer the affairs of JIG loyally, fairly, honestly and in good

1llith and in accordance with the best interests of JIG; (b) act solely in the int-erest of JIG and not

in their personal interests; (c) safeguard and protect JIG's prGperty and assets; {d) keep hom~t,

accurate and correct accounts of all of JIG's affairs. business and transactions; (e) faithfully and

diligently perfonn all of the duties devolving upon them as general partners of JIG; and (D

ob~erve and abide by the terms and conditions set forth in th.e JIG Partnership Agreement

76. The actions and inactions of the JIG General Partners and their violations ofthe

JlG Limited Partnerslup Agreement, as set forth above, including but not limited to approva} of

payment of the Lump Sum l\1anagement Fee, the Lump Sum Development Fee and the Leasing

Conudssions to Hekemian & Co., Inc., the Related Party Transactions and the pursuit of the

Em-ironmental Applications Scheme constitute breaches ofthe fidu .... iary duty owed by the JIG

General Partners to JIG, LPM and all other limited partners similarly situated.

-;; /I • As a proximate result of the breaches of fiduciary duty by the JIG General

Partners as referred to in this First Amended Verified Complaint, JIG, LP1'v1, a,nd an limited

partners similarly situated have sustained damages.

FOURTH COlJNT (Declaratory Judgment-Derivative Acti<m)

78. Plainti:ff repeats and realleges all of the allegations set forth in paragraphs 1


79. The Amended Certificate of Limited Partnership, signed and filed by the JIG

General Partners in October, 1987, purporting to delete the limitations imposed by Articlcs XIV

an.d XV of the JIG Limited Partnership Agreement in their entirety presents an actual

controversy between the parties permitting adjudication under NJ.S.A. 2A: 16-53 5ll2.~'l·

FIFTH COUNT (Rescission/Disgorgement-Derivative Action)

80. Plaintitirepeats at'1d realleges all of the allegations set forth in paragraphs 1

through 67 of this First .A.mcndcd V crificd Complaint as if set forth at length in this C(1tmt.

81. Based on the allegations set forth above} to the extent that there are any amounts

deemed to be owed by JIG to Hekemian & Co., Inc., or any amounts which had been paid by JlG

to Hekemian & Co., Inc., pursuant to any contract to pay any such amountsj an such contracts

should be rescinded and declared to be null and void and all monies so paid should be disgorged

by Hckcmian & Co., Inc. and returned to JIG.

SIXTH COUNt (Unjust Enrichment!Disgorgcment-Derivatlvc Aetion)

82. Plaintiff repeats and reaHeges all ofthe allegations set forth in paragraphs i

thro:1gh 67 of this First Amended V crified Complaint as if set forth at length in this count

83. B::sed on the allegations set forth abovet to the extent that .nr; has paid Hekemian

& Co .. Inc. for any services rendered to JIG, including the payment of the Lump Sum

f..b::agement Fee, the Lump Sum Development Fee and the Leasing Commissions, Hekcmian &

Co., lr:c. has been unjustly enriched and all monies so paid should be disgorged by Hekcmian &

Co., Inc. and returned to JIG.

SEVENTH COUNT (Accounting-Derviadve Action)


through 67 of this First Amended Verified Complaint as if set forth at length in this cmmt.

85. By reason of the JIG General Partners, refusal to make certain books and records

available to LPivf for inspection as set forth above and the JIG General Partners' failure to

maint2.in accurate books and records of account for JIG, including all monies t·eceived and

expended, an accounting of all JIG income, revenue, expenditures and expenses is needed in

connection with 2ll Related Party Transactions, including all transactions involving Hekemian &

Co., Inc .. the JIG General Partners and their respective families and all entities that the TIG

General Partners or their respective families O\Vn in whole or in part.

EIGHTH COUNT (Repayment to JIG of Defense Fees and Costs)


throug,h ci7 of this First Amended Verified Complaint as if set forth at Length in this count.

37. Upon info1mation and belief, at the direction of the JIG General Partners JIG has

made substantia] payments to counsel for each of the JIG General Partners and cotu1sel ior

Hekemian and Co., Inc. in payment for attorneys' fees and expenses (including for expert

witnesses) in connection with the defense of this action.

88. The JIG General Partners are not entitled to JIG's payment of their legal fees or

~xpenses in the defense of this action due to the breaches by the JIG General Part11ers of the HG

limited Partnership Agreement and the breaches by the JIG General Partners of their fiduciary

.luties ro JIG and the JIG limited partners and their other misconduct, all as set forth above.

89. NJSA 42:2:\-67 does not permit llG's payment of the attorneys' fees and

L·xpcnscs incurred by Hckemia.rJ. and Co., Inc. in connection with their defense ofthis action.

90. BP.sed on the foregoing, Hekemian and Co., Inc. and each of the JJG General

Pan~1crs should immediately repay JIG all amounts paid by JIG for their attorneys' fees and

expenses in the defense of this action and should be enjoined from making any further payments

to or on behalf ofHekemian and Co., Inc. or the JIG General Part11ers for attomcys' fees anci

expenses in connection with the defense of this matter.

\VHEREFORE, plaintiff demands judgment il1 favor of JIG and against defendants~

jointly and severally, for compensatory damages, plus pre and post judgment thereon~ for

punitive damages; tor the disgorgement and repayment to JIG of all sums previously paid by JIG

to Hekemian & Co., Inc. and for JIG's subsequent refund of these fees to JIG's limited partners;

for rescission of all past and. present contracts by and between JIG and Hekemian & Co., Tnc. and

all obligations O\Ved by JIG to Hekemian & Co., Inc.; for an order declaring and detennining that

aU claims by Hekemian & Co., Inc. accruing more than six years from the date ofjudgment at'e

barred by the statute of limitations; for an order requiring JIG to take all actions necessary to

remedy all past actions taken by JIG in furtherance of,he Environmental Applications Scheme

and to enjoin TIG from taking any additional actions in furtherance of the Environmental

Applications Scheme; for the removal of RobertS. Hekemian, Samuel .l:iekemian and Donald W.

Barney as general partners of JIG and Hckcmian and Co. as managing agent for JIG and the

appointment of a receiver to manage the affairs of JIG and to supervise the election of three

replacement general partners with no affiliation with any ofthe defendants pursuant to Article

XVI of the JIG Limited Partnership Agreement; for a permanent injunction, enjoining and

prohibiting RobertS. Hekemian, Samuel Hekemian. Donald W. Barney and Hekemian and Co.

· ,r any person or entity affiliated with or related to any of these defendants from acting in any

respect in connection \Vith the management of JIG, including but not limited to, serving as a

23

general partner of J lG or as a member of the HG Investors Advisory Committee; for a per:!HUict

injunction enjoining and prohibiting the replacement general partners of JIG from engagir:g in

any transactions with RobertS. Hekemian; SamuetHekemia11 and Donald W. Barney or any

~nlity in '>Vhich any of these individuals or their immediate fa.-nily have any owner$hip i:n~:rc.::,L

fur an order declaring and determining that the Amended Certificate ofLimired Partnership filed

by the JIG General Partners in October, 1987 is null and void ab initio and of no force anct effec:

and requiting the filing of further amendment to the JIG Limited Partnership Agreemen: to thjs

e1Ject; f~.'ll an order requiring these defendants to provide plaintiff with a full accounting o: Jl!

JIG income, revenue, expenditures and expenses in connection with all Related Party

Tranl'actions, including all transactions involving Hekemian & Co., Inc.: the JTG General

P;1rtners and their respective families and all entities that the JIG General Partners cr their

respective fa.111ilies own in whole or in part; for the repayment of JIG of all amou..-,ts previously

paicl by JIG or on behalf of any of the JIG General Partners or Hekemian and Co., Inc. for their

attomeys' fees and expenses in the defense of this action; for a pem1anent injunction prohibitin~

JlG from making any further payments to or on behalf of any of the JIG General Partners or

Hekemian and Co., Inc. for attorneys' fees or expenses in connectiOi.1 with the defense of th.i5

action; for the payment of plaintiffs attorneys' fees and costspursuant to N.J.S.A. 42:2A-66;

and for further such relief as this Court may deem equitable and just.

NINTHCQUNT (Rreach Of Express Provisions Of JIG Limited Partnership Agreement- Direct Action)

91. Plaintiff repeats and reaUeges all of the allegations set forth in paragraphs 1


92. The violations of the JIG Limited Partnership Agreement by the JIG Genera.l

P~rtncrs, as set forth above, including but not limited to approval of payment of the Lump Sun;

J2ll 8'0002-:31 ti12iv4

l\Jar:agement Fee, the Lump Sum Development Fee and the Leasing Commissions to l:lekcmian

& Co .. Inc.; constitute breaches of the express tenns of the JIG Limited Partnership Agreement.

93. As a result ofthe breach of the express tenns of the JIG Limited Partnership

Agrc~ment by the JIG General Partners as set forth above, LPM has sustained damages.

TENTH COUNT (Breaeh Of Duty Of Good Faith And Fair Dealing Implied In JIG Limited P;trtnership

Agreement-Direct Acti-on)

94. Plaintiff repeats and realleges all of the allegations set forth in paraeraphs 1

through 67 of this First Amended Verified Complaint as if set forih at length in this cotmt.

95. The violations ofthe JIG Limited Partnership Agreement by the J1G General

Partners, as set forth above, including but not limited to approval of payment of the Lump Sum

Management Fee, the Lump Sum DevelopmentFee and the Leasing Commissions to Hek:!miao

& Co., Inc., constitute breaches ofthe covenant of good faith and fair dealing implied ns a rr.:Hte;

of law in the JIG Limited Partnership Agreements of the JIG Limited Partnership Agreement.

96. As a result of the breach of the express 1erms of the JIG Limited Partnership

Agreement by the JIG General Partners as set forth above, LPivi has sustained damages.

ELE'VENTH COUNT (Breach Of Fiduciary Duty-Direct Action)

9'i '. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1


98. The JIG General Partners owed LPTvf a fiduciary duty to: (a) administer the affairs

of JIG ioyaUy, fairly, honestiy and in good faith and in accordance with the best interests of JIG;

(b) act solely in the interest of JIG and not in their personal interests; (c) safeguard and protect

JIG's property and assets; (d) keep honest! accurate and COITect accow1ts of all of JIG's affairs.

business and transactions; (e) faithfully and dillgently perfom1 all of the duties devolving upon

thr.::m as general partners of JIG; and (t) observe and abide by the tenns and cDnditions s::t k·rn-i

in the JIG Partnership Agreement

99. The actions and inactions of the llG General Partners and their violations of

JlG Lim:t~:d Partnership Agreement, as set forth above, including but not iimit.ed to apph:.\ d.

p:1yment of the Lump Snm Management Fee, the Lump Sum Development Fee and the Leastnt:·

Commissions to Hekemian & Co., Inc., and the pursuit of the Environ..1Uenta1 Appiicati0n

Scheme constitute breaches of the fiduciary duty owed by the TIG General Partners to LPM_

\VliEREFORE, plaintiff demands judgment in its favor and against defendants. Robert

S. Hek~mian. Samuel Hekemian and Donald W. Bamey,jointly and severally, for compen~atcr)

damages~ including but not limited to an amount sufficient to compensate plaintiff for its lost

right of increase attributable to the invalid June 30, 2006 $800,000 capital calL plus pre and pest

judgment thereon, punitive damages) attorneys, fees, costs and such other relief as this Court

may deem equitable and just.

T\VELFTB COUNT (Accounting-Direct Action)


thm:1gh 67 of this First Amended Verified Complaint as if set forth at length in this count

1 OJ. By reason of the JIG General Partners' refusal to make certain books and records

<Wailable to LP).1 for inspection as set forth above and the JIG General Partners 1 failure to

maintain accurate books and records of account for JIG, including all monies received and

t:xpended, a.n accounting of all nG income, revenue, expenditures and expenses is needed in

connection \Vith all Related Pa..-rty Transactions, includi.TJ.g aU transactions involving 1-Iekemi:: .. n &

Co .. inc., the JIG General Partners and their respective families and all entities that the JIG

General Partners or their respective families own in whole or in part.

\VHEREFORE, plaintiff demands judgment in its favor and against defendants, Rob<:rt

S. Hckcrni.an, Samuel Hekcmian and Donald \V. Barney, jointly and severally, ordering these

defendants to provide plaintiff with a full accounting of all JIG income, revenue. expenditures

~11:d expenses in connection with all Related Party Transactions, including all transactions

involving Hekemian & Co., Inc., the JIG Gener2.l Partners and their respective families and all

entities that the JIG General Partners or their respective families own in whole or in part, along

with costs, attorneys' fees and such other relief as this Court may deem equitable and just.

THIRTEENTH !;OUNT (Access To Books And Records-Direct Action)

102. Plaintiff repeats and reallegcs all of the allegations set forth in paragraphs 1

through 67 of this First i\mended Verified Complaint as if set forth at length in this count.

103. Br.sed on the allegat1ons set forth above, LP~1 is entitled to access to the books

ar:d re~ords of JIG, including, but not limited to~ the JIG documents tracking the partnc:rs'

respective capital accounts and prior capital calls; minutes of JIG partnership mct:tings from

prior years; arnmal financial statements produced by JIG prior to 1997 and all documents

regarding partnership income or cxpcnditLl.fCS prior to 1997.

\VHEREFORE, plaintiff demands judgment in its favor and against defendants, Robert

S. Hekemian, Samuel Hekemian a.'1d Donald W. Barney, jointly and severally ordering these

defendants to promptly provide LP£v1 and its representatives and accountants to examine, copy

and inspect all of JIG's books and records, including but not limited to, JIG documents tracking

the partners' respective capital accounts and prior capital calls; minutes of all prior meetings of

JIG's p8rtners and its Investors Advisory Committee; all annual financial statements and tax

renrrns; all bank statements and all documents regarding partnership income and expenditures.

FOURTEENTH COUNT (Restoration of LPIVl Capital Account Percentage)

104. Plaintiff repeats a.tJd realleges all of the allegations set forth in paragrarhs [

through 67 of this First Amended Verified Complaint as if set forth at length in this connt

105. At the direction of the JIG General Partners, JIG has made a number o:" c-1pilai

calls following the payment of the Lump Sum Management Fee and the payment ofleg.al tees

and expenses of the defendants in this action.

106. LP'Nf has objected to the payment of these sums and refused to comply \'>it~ the

JIG ..:api:al call5 \vhiclt were to fund these payments.

l Oi. A com;equenc<::: ofLP11's refusal to its proportionate pa)'ment to EG p·,m;uan: 1:0

thcs;:: ~-~~~pital calls to fund the payment of the Lump Sum Management Fee and the payment -•f

t!1~.' defendants' attomeys) fees and expenses in this action, JIG has reduced LPNfs limited

p<irtnership percentage interest.

1 OS. Upon infonnation and belief these capital calls were not properly approved 2s

r~quircd by the terms of the Limited Partnership Agreement.

109. In the event that this Court rules that JIG should no: have paid Hekemian ::L.'1d Co

th;;: Lump Sum ~·1anagement Fee and should not have paid the defendants' attomeys' fees a.r;.d

~..·osts in this action~ or othenvise that these capital calls are void, t11en equity requires that LP\1

he accmded the opportunity to make whatever proportionate capitalcontributions are then

required for LPM's limited partnership interest in JIG so as to permit LP!V1 to be retumed to th::

same partnership percentage it had prior to the capital calls made by JIG to ftu1d these paymems.

\VHEREFORE, plaintiff de!nands judgment in its favor and against defendants

dedaring, dctem1ining and adjudging that these capital calls are void and granting to LPM the

.. 1pportunity to make whatever proportionate capital contributions are then required :or LPivi ';;

pr~)portionate llmited partnership interest in JIG so as to permit LPM to be retun1ed to the same

pilli:nership percentage it had prior to these void capital calls.

DATED: September3{2007

DESIGNATION OF TIUAL ATT@~X PLllSlJANT TO R. 4:5-1

Richard 1\tialagiere is designated as trial counsel.

D:\ "'I'ED: September34 2007

COLB, SCHOTZ, MEISEL, FORMAN & LEONARD. P.A.

:::fii_:jj Robert S, Dowd} .Jr.

DEMAND FOR TRIAL BY JURY

In the event that this case is transferred to the Law Division, Plaintiff hereby dem3'1ds .1

trial by jury as to all issues.

DATED: S<:ptemberJa 2007

COLE, SCHOTZ, 1\<fEISEL, FOR1V1AN & LEONARD, P.A.

Atron ~l~ti~

By: { ~ fM_ ---------·-----Robert S. Dowa: Jr.

NOTICE PURSUANT TOR. 1 :5-l(a),.R. 4:14-7(c), .R. 4:17-4(c) AL'\'D R. 4:18·Hb)

Please take notice that pursuant to the above-cited Rules Governing The Courts of the

State of~e\v Jersey, plaintiff demands that each party throughout the course of this case

promptly serve the undersigned with copies of all pleadings and other papers filed with the

Court, nH materials produced pursuant to Subpoena, all Interrogatories and ans\vers thereto and

aH document requests and responses thereto.

UA l'ED: Septemoerl\ 2007

COLE~ SCHOT~, MEISEL, FORMAN& LEONARD, P.A. Attorneys for Plaintiff

B\C 'iJir!l/1 ". RobertS. Dowd/ Jr ..

NOTICE TO PRESERVE DOCUl\tiENTS

Plaintiff hereby demands that defendants take all steps necessary to ensure the

preservation af all documents wJ1ich may be relevant to the allegations in this complaint a.1d nny

responsive pleading which defendants may file, including all electronically fo1matted or stor~d

c!ocuments in the possession, custody or control of each of the defendants and their respecu\·e

employees, agents, representatives, accountings, attorneys and independent contractors. This

notice encompasses aU electronic documents stored in any ofthe following locations: all

personal computers (including laptops, network servers, hand-held computers), ail peripheral

devices, including tape drives, external disc drives, thumb drives, other storage devices (floppy

discs <-:nd cd-roms) and zip drives, as well as all voice mail messages. All doctm1ent retention or

destruction policies and all computer backup protocols should be adjust~d to ensure the

preservation of all such documents. Failure to take these necessary steps will expose thos;;

involved to claims for spoliation of evidence.

DATED: September~} 2007

COl .E, SCHOTZ, l\1EISEL, FORMfu~ & LEONARD, P.A. Attorneys for Plaintiff

By: 7:14~ Roberts. Dov.I(CJ~.---· · ···· ·--· --··---

CERTIJI'ICATION PURSUANT TOR. 4:5;..1 (b}(2)

I certify th:1t this matter is not the subject of any other action pending in any other C~'mr

()!"of any pending arbitration proceeding and that no such action or arbitration proceeding is

contemplated, and that, to the best of my knowledge, information and belief~ there are no other

parties who should be joined in the action pursuant toR. 4:28. Pursua.rtt toR. 4:29- I (b) then~ t;.rc

other parties subject to joinder because of their potential liability based on their involvement in

certain Related Party Transactions, such as Grandview Associa,tes, or by virtue of rhe-ir

pan i0ipation in the Environmental Applications Scheme.

I certify that the statements in the preceding paragraph are tme. I am aware that ifthes!

statements are willfully false, I am SUQject to punishment.

_c;)j--i.-( ----.--· ·. ~~ztf _____ ,. __________ _ RobertS. Dowd, Jr.

DA :'ED: Septembe~ 2007

VERIFTCAl\ION

I am the managing member ofLaganellaProperty Management, LLC ("LPM"),

and execute this verification on behalf of myself and LPM. I have read all of the

allegations contained in this First Amended Verified Complaint and I certify that the

factual matters contained in this First Amended Verified Complaint are true to the best of

my personal knowledge, except as to matters stated to be on information and belief as to

those matters I believe them to be true.

I certifY that the foregoing is true andcottect under penaltY. of perjury.

DATED: September 12, 2007

Documents

NJDEP Laganella v Hekemian First Amended Complaint