Contract analysis

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Contract analysis / memo-of-law-preliminary-injunction.docx

memo-of-law-preliminary-injunction.docx

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1. Concealed NYC Real Property Tax Liens ($1,340,000). At the time of the acquisition of High

⚑ Penalty / liquidated damages

1. Concealed NYC Real Property Tax Liens ($1,340,000). At the time of the acquisition of the Property in May 2021, $1,340,000 in outstanding New York City real property tax liens encumbered the Property. (Caldwell Aff. ¶ 27; Exhibit B.) These liens were a matter of public record, readily discoverable through a routine title search or inquiry to the New York City Department of Finance. (Caldwell Aff. ¶ 28.) Whitfield,

2. Suppression of Phase II Environmental Assessment ($620,000 Remediation). In or about F

2. Suppression of Phase II Environmental Assessment ($620,000 Remediation). In or about February 2021—prior to the closing of the acquisition—Ridgepoint Environmental Consultants LLC ("Ridgepoint") conducted a Phase II environmental site assessment of the Property. (Caldwell Aff. ¶ 32; Exhibit C.) The Phase II assessment, a copy of which is attached hereto as Exhibit C, revealed the presence of petroleum contaminatio

3. Inflated Pro Forma Rent Roll. Whitfield's March 2021 investment materials, including h

3. Inflated Pro Forma Rent Roll. Whitfield's March 2021 investment materials, including his pro forma financial model (Exhibit D), projected annual gross rental income at stabilization of $2,160,000. (Caldwell Aff. ¶ 37; Exhibit D.) This projection was a critical input in the valuation analysis that yielded the $31,200,000 stabilized value and the 2.13x equity multiple that Whitfield used to induce Caldwell's investm

4. Undisclosed Self-Dealing Consulting Agreement with Glenmore Realty Advisors Inc. On Ap High

⚑ Non-compete / exclusivity restraint

4. Undisclosed Self-Dealing Consulting Agreement with Glenmore Realty Advisors Inc. On April 30, 2021—just two weeks before the acquisition closed on May 14, 2021—Whitfield caused Pinnacle Greystone Capital LLC to enter into a consulting agreement with Glenmore Realty Advisors Inc. ("Glenmore"), a firm controlled by Neil Osterberg, Whitfield's brother-in-law. (Caldwell Aff. ¶ 40; Exhibit E.) The consulting agreement,

1. Concealed NYC Real Property Tax Liens ($1,340,000) | 9

1. Concealed NYC Real Property Tax Liens ($1,340,000) | 9

2. Suppression of Phase II Environmental Assessment ($620,000 Remediation) | 10

2. Suppression of Phase II Environmental Assessment ($620,000 Remediation) | 10

3. Inflated Pro Forma Rent Roll | 11

3. Inflated Pro Forma Rent Roll | 11

4. Undisclosed Self-Dealing Consulting Agreement with Glenmore Realty Advisors Inc. | 12