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Filed: New York County Clerk 12/13/2016 01:10 Pm Index No FILED: NEW YORK COUNTY CLERK 12/13/2016 01:10 PM INDEX NO. 656492/2016 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 12/13/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -------------------------------------------------------------------x : 270 NOSTRAND LENDER LLC, : : Index No. : : COMPLAINT FOR Plaintiff, : DECLARATORY JUDGMENT : AND BREACH OF PAYMENT n against n : GUARANTY : NNRC PROPERTIES LLC, : JOEL LANDAU, : SOLOMON RUBIN, and : MARVIN RUBIN, : : Defendants. : : -------------------------------------------------------------------x H[PX]cXUU.3, F^bcaP]SDT]STaDD; 'lF^bcaP]Sm() U^aXcb R^\ _[PX]cPV PX]bc <TUT]SP]cb FFI; Ha^_TacXTb DD; 'lFFI; m() B^T[DP]SPd ) J^[^\ ^]Id QX])P]SE PaeX]Id QX])P[[TV Tb upon personal belief with respect to its own acts and upon information and belief with respect to all others as follows: NATURE OF THE CLAIMS 1. KWXb Xb P]PRcX^]X]e^[eX]V FFI; kbUPX[daTc^ _TaU^a\ Xcb ^Q[XVPcX^]bd ]STaP Mortgage and Promissory Note between Nostrand and NNRC, which obtained a $20 million loan from Nostrand. A copy of the Mortgage, Security Agreement and Fixture Filing, dated as of Bd ]T/, ) ., -1 Qh P]SQTcf TT]F^bcaP]SP]SFFI; 'cWT lE ^acVPV Tm( Xb PccPRWTS WTaTc^ Pb Exhibit A and a copy of the Promissory Note, dated as of June 30, 2015 is attached hereto as Exhibit B and their terms, conditions, definitions, exclusions, and endorsements are fully incorporated herein. 1 of 18 2. Individual Defendants Joel Landau, Solomon Rubin, and Marvin Rubin 'R^[[TRcXeT[h) l? d PaP]c^abm( TgTRd cTS P _Tab^]P[HPh\ T]c? d PaP]ch V d PaP]cTTX]V) inter alia, repayment of the loan. A copy of the Payment Guaranty is attached hereto as Exhibit C and its terms, conditions, definitions, exclusions, and endorsements are fully incorporated herein. 3. NNRC has defaulted multiple times in its obligations under the Mortgage, including by failing to repay the $20,000,000 Mortgage when it became due on June 29, 2016. 4. The Guarantors have also failed to honor the terms of the Payment Guaranty and have refused to repay the loan and guaranteed obligations, despite demand from Nostrand. 5. The Mortgage provides Nostrand with the right to exercise a Purchase Option if, among other things, NNRC fails to repay the loan or is otherwise in default. The Purchase Option grants Nostrand the ability to require NNRC to sell to Nostrand the premises and land located at 270 Nostrand Avenue in Brooklyn (the lHa^_Tachm( U^a&.1\ X[[X^]* F^bcaP]SWPb tried to exercise its Purchase Option, but NNRC has refused to honor it. 6. NNRC has not only improperly refused to fulfill its obligations pursuant to the Purchase Option, it has also improperly attempted to exercise a Put Right that would require Nostrand to purchase the property for $40 million. The Mortgage provides that the Put Right may only be exercised by NNRC if (among other conditions) no Event of Default has occurred under the Mortgage. Because NNRC has indisputably defaulted on the Mortgage, NNRC cannot validly exercise the Put Right. 7. Due to the disputes between the parties, Nostrand seeks a declaratory judgment that NNRC cannot exercise the Put Right and must honor Nostrand's Purchase Option. 8. Nostrand also seeks a judgment that Defendants are obligated to make their payments and guaranty payments under the Mortgage, Promissory Note and Payment Guaranty. 2 2 of 18 THE PARTIES 9. Plaintiff 270 Nostrand Lender LLC is a Delaware limited liability company with its principal place of business at 126 East 56th Street, New York, New York 10022. 10. Defendant NNRC Properties LLC is a New York limited liability company with its principal place of business at 199 Lee Avenue, Suite 182, Brooklyn, New York 11211. 11. Upon information and belief, NNRC is part of the Allure Group, a consortium that owns several properties in New York. 12. Upon information and belief, Defendant and Guarantor Joel Landau is a citizen and resident of New York. He is a principal of NNRC and maintains an office at 199 Lee Avenue, Suite 182, Brooklyn, New York. 13. Upon information and belief, Defendant and Guarantor Solomon Rubin is a citizen and resident of New York. He is a principal of NNRC and maintains an office at 199 Lee Avenue, Suite 182, Brooklyn, New York. 14. Upon information and belief, Defendant and Guarantor Marvin Rubin is a citizen and resident of New York. He is a principal of NNRC and maintains an office at 199 Lee Avenue, Suite 182, Brooklyn, New York. JURISDICTION AND VENUE 15. The Court has jurisdiction over NNRC pursuant to CPLR 301, because NNRC is a New York limited liability company, with a principal place of business in New York. 16. The Court has jurisdiction over Guarantors because they are citizens and residents of New York who transact business in New York and because they have submitted in the Payment Guaranty to the jurisdiction of the courts of the state of New York for any claim, action, or dispute arising under the Payment Guaranty. 3 3 of 18 17. The Court has jurisdiction over declaratory judgment actions pursuant to CPLR 3001 and over actions involving real property pursuant to RPAPL Article 15. The Court also has jurisdiction over this matter because the property giving rise to this action is situated at 270 Nostrand Avenue, Brooklyn, New York 11205 in Kings County. 18. Venue is proper in this Court pursuant to CPLR 503 because Plaintiff maintains its principal place of business in this county. FACTUAL ALLEGATIONS A. Defendant NNRC Purchases the CABS Nursing Home at 270 Nostrand Avenue 19. >^a\ ^aTcWP]/, hTPab) ; 8 9J FdabX]V @^\ T ; ^\ _P]h) A]R* 'l; 8 9Jm( ^_TaPcTS P aTbXST]cXP[WTP[cW RPaTUPRX[Xch d ]STacWT ]P\ T l; 8 9J FdabX]V @^\ Tm P]SP [^]V -term home WTP[cW RPaT_a^V aP\ d ]STacWT ]P\ T l; F@ D^]V KTa\ @^\ T @TP[cW Ha^VaP\ m Pc cWT _aT\ XbTb located at 270 Nostrand Avenue in Brooklyn, New York. 20. After years of struggling financial performance, CABS agreed to sell the Property to NNRC and its operating certificate and personal property to an NNRC affiliate, NNRC LLC. 21. In 2014, CABS executed an Asset Purchase Agreement and an Agreement for the Sale of Real Property with NNRC LLC and NNRC, respectively. CABS was to receive $15,600,000 for the Property, and a 2-year promissory note in the principal amount of $5,000,000 for the operating certificate and other assets. The aggregate purchase price was $20,600,000. 22. Because CABS was a New York not-for-profit corporation and the transaction X]e^[eTS cWT bP[T^U P[[^abd QbcP]cXP[[hP[[^U ; 8 9JkPbbTcb) ; 8 9J UX[TS P HTcXcX^]X]cWT FTf York Supreme Court (C X]Vb ; ^d ]ch( bTTZ X]V cWT ; ^d ackbP__a^eP[^U cWT bP[Td ]STaF^c-For- Ha^UXc; ^a_^aPcX^]DPf 'lFH; Dm( JTRcX^]b1-, P]SJTRcX^]1--* 4 4 of 18 23. In its Petition, CABS stated that the Guarantors, who are principals of NNRC and FFI; DD; ) f TaTlTg_TaXT]RTS ^f ]Tab P]S^_TaPtors of residential health care facilities in the JcPcT ^U FTf M^aZ*m ; 8 9J Ud acWTabcPcTS cWPc lXcXb N;8 9JkOd ]STabcP]SX]V cWPc cWT NFFI; O will lease the Premises to [NNRC LLC], who will continue to operate a residential health care facility at the PremibTb*m 24. ; 8 9J ^QcPX]TS cWT FTf M^aZ JcPcT GUUXRT ^U cWT 8 cc^a]Th ? T]TaP[kbP__a^eP[ N^al]^^QYTRcX^]mO U^acWT bP[TP]SU^acWT d bT ^U cWT bP[T_a^RTTSb* 9PbTS ^]cWT bcPcT\ T]cb made in the Petition, the Court approved the sale on April 1, 2015. See In re: CABS Nursing Home Co., Inc., Index No. 2719/2015 (Demarest, J.). B. Plaintiff Nostrand Loans Defendant NNRC $20 Million to Facilitate the Purchase of 270 Nostrand Avenue 25. On June 30, 2015, NNRC executed a loan agreement with Nostrand in a principal amount oU &.,), , , ), , , 'cWT lD^P]m(* 26. The Loan is secured by a Mortgage, Security Agreement and Fixture Filing, dated Pb ^U Bd ]T/, ) ., -1 Qh P]SQTcf TT]F^bcaP]SP]SFFI; 'cWT lE ^acVPV Tm(* See Exhibit A. 27. The Loan is evidenced by a Note (as defined in the Mortgage) made by Nostrand in favor of NNRC. See Exhibit B. C. Key Terms of the Loan, Promissory Note, and Mortgage 28. Under the Promissory Note, Nostrand loaned $20,000,000 to NNRC. The loan matured on June 29, 2016. 29. NNRC was obligated to pay interest on the loan amount on a monthly basis, at an interest rate of 5.5% per annum. See Exhibit B, Section 1. If any interest payment was made late, NNRC was liable for late charges at an amount equal to four cents ($.04) for each dollar that is overdue. See Exhibit B, Section 4. 5 5 of 18 30. If NNRC defaulted on any of its obligations, all sums due and secured by the Loan Documents became immediately due and payable. Those accelerated amounts would bear interest at a default interest rate of 6.5% in excess of the regular 5.5% interest rate, for a total default interest rate of 12%. See Exhibit B, Sections 5-6. 31. On the maturity date, NNRC was obligated to repay to Nostrand the $20 million principal loan amount. See Exhibit B, Section 1. Section 2.02 of the Mortgage required that FFI; lbWP[[_Ph cWT JTRd aTS A]STQcTS]Tbb c^ NF^bcaP]SO P]SbWP[[Z TT_ P]S_TaU^a\ TPRW P]S TeTah ^cWTa^Q[XVPcX^])R^eT]P]cP]SPV aTT\ T]c^U cWT D^P]<^Rd \ T]cb*m 32.
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