SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU BLUMENFELD DEVELOPMENT GROUP, LTD., SUMMONS Plaintiff, Index No. Date of Filing: 3/31/15 -against- Plaintiff designates Nassau County FOREST CITY RATNER COMPANIES, LLC, as the place of trial FOREST CITY ENTERPRISES INC., and BRUCE RATNER, The basis of venue is Plaintiff's principal place of business located Defendants, at 300 Robbins Lane, Syosset, NY -and- NASSAU EVENTS CENTER, LLC, Nominal Defendant. TO THE ABOVE NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's attorney(s) within 20 days after the service of this summons, exclusive of the date of service (or within 30 days after the service is complete, if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: Garden City, New York March 31, 2015, (00 Garden City Plaza, Suite 408 Garden City, New York 11530 (516) 747-7400 too1612922),Defendants’ Addresses: FOREST CITY RATNER COMPANIES, LLC c/o 1 Metrotech Center Brooklyn, New York 11201 FOREST CITY ENTERPRISES INC. clo 1 Metrotech Center Brooklyn, New York 11201 BRUCE RATNER 1 Metrotech Center Brooklyn, New York 11201 NASSAU EVENTS CENTER, LLC, clo 1 Metrotech Center Brooklyn, New York 11201 {oo1si2922)SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU BLUMENFELD DEVELOPMENT GROUP, LTD., Index No. AS Plaintiff, VERIFIED COMPLAINT -against- FOREST CITY RATNER COMPANIES, LLC, FOREST CITY ENTERPRISES INC., and BRUCE RATNER, Defendants. -and- NASSAU EVENTS CENTER, LLC, Nominal Defendant. a Plaintiff, Blumenfeld Development Group, Ltd., by its attorneys, Rosenberg Calica & Bimey LLP, as and for its Verified Complaint against defendants Forest City Ratner Companies, LLC, Forest City Enterprises Inc., and Bruce Ratner, and against nominal defendant Nassau Events Center, LLC, respectfully alleges as follows: NATURE OF ACTION 1. By this action, Blumenfeld Development Group, Ltd. (“BDG”) seeks to enforce its joint venture agreement with defendants Forest City Ratner Companies, LLC (“FCRC”) and Forest City Enterprises Inc. (“FCE”)(collectively, the “Forest City Companies”) to jointly redevelop, lease, and manage aspects of the Nassau Veterans Memorial Coliseum site (defined more fully below, the “Joint Venture Agreement”). 2. As detailed below, the Forest City Companies have unlawfully breached and repudiated the Joint Venture Agreement, notwithstanding their numerous and repeated private (ooteisz24)and public acknowledgments and admissions thereof, both in writing and orally, notwithstanding that the defendants made representations to Nassau County and others concerning BDG’s joint venture rights and status, and notwithstanding the parties’ well-documented course of performance under their Joint Venture Agreement over the course of more than 18 months. 3. As further detailed below, the Forest City Companies’ unlawful breach and repudiation of the parties’ Joint Venture Agreement hes directly threatened and otherwise thwarted the parties’ efforts to successfully redevelop the Nassau Veterans Memorial Coliseum site, to the substantial and continuing detriment and harm to the parties’ Joint Venture, to Nassau County, and to the more than one million residents of Nassau County and millions of non- residents who have collectively entrusted the parties, including BDG, to successfully and jointly redevelop the site into a first-class, state-of-the-art sports and entertainment destination, after a highly publicized and competitive bidding process in which the parties jointly emerged as the successful bidder in furtherance of their Joint Venture. 4. Imaddition, defendants have engaged in an unlawful and deceitful campaign to manufacture a series of false and misleading accusations against BDG, including via recent press releases and statements, which falsely portray BDG as a detriment to the project, in a shameful cffort to damage BDG’s reputation and good will and to put into question BDG’s well- documented status as a joint venturer in the project. Indeed, in a preemptive strike to try and conceal their own misconduct and breaches, defendants have gone so far as to commence their own frivolous lawsuit against BDG which contains numerous blatant falsehoods particularized more fully below. oote1s22-), 25. Accordingly, BDG seeks declaratory and injunctive relief, together with monetary damages, against the Forest City Companies and the individual defendant, Bruce Ratner Ratner”), as particularized more fully below. PARTIES 6. At all times hereinafter mentioned, BDG was and still is a domestic corporation uly organized and validly existing under the laws of the State of New York, with its principal place of business located at 300 Robbins Lane, Syosset, New York 11791 in the County of Nassau. 7, BDG was founded in Nassau County in 1978 by Edward Blumenfeld, who, together with his sons, David Blumenfeld and Brad Blumenfeld, are principally responsible for the operations of BDG. 8 BDGisa well-known and highly respected local real estate development company with headquarters in Nassau County which, inter alia, develops and manages properties including but not limited to the construction, development, and operation of shopping centers, office buildings, medical facilities, regionally significant developments, and industrial centers, as well as rchabilitating/redeveloping and repositioning projects on Long Istand and the boroughs of New York City. 9. Upon information and belief, at all times hereinafter mentioned, FCRC was and still is a limited liability company formed under the laws of the State of New York, with its principal place of business located at 1 Metrotech Center, Brooklyn, New York 11201. 10. Upon information and belief, at all times hereinafter mentioned, FCE was and still is an Ohio-based corporation duly organized and validly existing under the laws of the State of, oorsisz2-1 3Ohio and authorized to do business in the State of New York. 11. Upon information and belief, at all times hereinafter mentioned, Ratner was and still is, among other things, a member of FCRC, an Executive Vice President of FCE, and a manager and/or other authorized agent and fiduciary of NEC. 12. Upon information and belief, Ratner was and still isa resident of the County of New York, State of New York. 13. Upon information and belief, at all times hereinafter mentioned, NEC was and still isa limited liability company formed under the laws of the State of Delaware, with offices located at 15 Metrotech Center, Brooklyn, New York 11201. 14, BDG is a member of NEC. 15. Upon information and belief, Ratner and/or an affiliate of his Forest City ‘Companies is also a member of NEC. EACTS COMMON TO ALL CAUSES OF ACTIO! A. The Longstanding Business and Personal Relationship between the Parties, 16. BDG is a well-known local real estate development company, founded and managed by members of the Blumenfeld family. BDG is one of the most successful and prominent developers on Long Island, with extensive experience particularly in leasing and attracting new tenants to Long Island. Its founder, Ed Blumenfeld, is also the founder and past President of the Association for a Better Long Island (“ABLI”) and the recipient of several awards as “Developer of the Year.” 17. The Forest City Companies are also well-known real estate developers which conduct business in the City of New York and its boroughs and are managed primarily by foo1sis22-1) 4members of the Ratner family, including the defendant Bruce Ratner. 18. In 1996, BDG formed Tiago Holdings LLC to own, develop, and lease a project known as East River Plaza located in New York City (the “ERP Project”). The ERP Project spans approximately three city blocks in Manhattan and includes, among other things, a multi- level retail project consisting of approximately 500,000 square feet, with an attached parking facility containing approximately 1,250 spaces, as well as a proposed residential housing ‘component. 19. BDG’s original partners in the ERP Project were Canyon Realty Funding, ‘Company LLC and an individual named Jim Runsdorf. 20. In 2004, Canyon Realty and Runsdorf voluntarily withdrew from Tiago Holdings and sold their 50% ownership interest to FC East River Associates LLC, an entity affiliated with the Forest City Companies and owned in whole or in part by Bruce Ratner. 21. Thus, over 10 years ago, Ratner became partners with Blumenfeld in the ERP Project, conducting business under the name Tiago Holdings LLC. 22. After Ratner bought into Tiago Holdings, the parties entered into an Amended and Restated Operating Agreement setting forth the terms of their partnership (the “Tiago Holdings Operating Agreement”). 23, Since that time, Blumenfeld and Ratner, and their respective companies, developed the ERP Project, one of the most complicated projects in the region, and have successfully owned and partnered together in that project for the last ten years. 24, Over the 10-plus years that they have partnered on the ERP Project, the relationship between Ed Blumenfeld and Ratner evolved beyond a mere business relationship 001615221), 5into a long-standing personal friendship and one of confidence and trust. B. Nassau County Issues a Request for Proposal to Redevelop the Nassau Veterans Memorial Coliseum Site and Both BDG and NEC/Ratner Submit Proposals. 25, — Onor about October 24, 2012, Charles Wang, the owner of the professional hockey team the New York Islanders, announced he was not renewing the lease for the Nassau Veterans Memorial Coliseum Site (the “Nassau Coliseum Site”), and that the New York Islanders were moving to the Barclay’s Center in Brooklyn, New York after the 2014-15 season, 26. Thereafter, in March 2013, the County issued a Request for Proposals soliciting proposals to redevelop the Nassau Coliseum Site (the “RFP"). 27. Among other interested bidders, both BDG and the Forest City Companies were interested in submitting a proposal in response to the RFP. 28. Upon information and belief, on April 10, 2013, Ratner formed Nassau Events Center LLC (“NEC”) to be the prospective bidder on behalf of the Forest City Companies. 29. Upon information and belief, on May 2, 2013, four separate bidders, including NEC and BDG, submitted responses to the RFP. The other two bidders were Madison Square Garden (“MSG”) and businessman Berard Shereck. 30. The redevelopment of the Coliseum Site contained essentially three components: redevelopment of the Nassau Coliseum arena itself (the “Arena Space”), development of retail space (the “Retail Space”), and the anticipated development of future space (the “Future Development Space” 31. Upon information and belief, on May 2, 2013, each of the bidders made a presentation to a panel of Nassau County officials, including the County Executive. Ratner’s (oorets22.1) 6proposal, entitled “A Nassau Like Never Before” was presented in the name of NEC. 32, On or about July 9, 2013, County Executive Edward Mangano announced that MSG and Ratner’s entity, NEC, had been selected by the County as the two finalists in the RFP bidding process and would be required to submit final plans and proposals by August 15, 2013. 33. Significantly, MSG and Ratner each owned a competing arena in the highly competitive New York metropolitan area (Madison Square Garden and the Barclay’s Center) and were in a heated competition to gain control of the pivotal Nassau County arena to create synergy for their other arena and control the arena marketplace. 34. Upon information and belief, part of the final submission required the finalists to negotiate and execute a lease with the County. C. After NECis Named a Finalist, BDG and the Forest City Companies Enter into a Joint Venture to Finalize The Bid As Partners to Jointly Redevelop the Nassau Coliseum Site. 35. Just two days after the County's announcement that NEC and MSG were the two finalists, and based on, inter alia, theit longstanding and successful partnership on the ERP Project and Ratner’s desire to gain control over the pivotal Nassau County arena venue, Ratner asked Ed Blumenfeld and BDG to partner with him and his companies in NEC to jointly finalize and submit the final bid for the project. 36. This newly formed partnership and joint venture mirrored their long standing joint venture and partnership in the ERP Project in Manhattan, 37. Upon information and belief, Ratner, both personally and on behalf of the Forest City Companies, believed that having BDG as a partner would immeasurably enhance NEC’s final proposal and increase NEC’s chances of success, by having a well-known Nassau County {oo1eism2) 7developer fully on board as their joint venture partner and facilitate NEC gaining control over this pivotal asset in the New York metropolitan area marketplace. In addition, although Ratner and the Forest City Companies were experienced in building and developing in the City of New York and its boroughs, they did not have the local contacts or experience that BDG had in Nassau County, and upon information and belief, had not owned or ever developed commercial real estate on Long Island. Their email exchange on July 11, 2013 was as follows: B. Ratner to E. Blumenfeld: “I think we should do a deal. We can talk tonight.” E. Blumenfeld to B, Ratner: “I'm home all night. . Agree we will be awesome.” B. Ratner to E. Blumenfeld: “Awesome squared. I'll call after eight.” 38. After this email exchange, the parties had a conference call on July 14 and met for dinner on July 15, 2013. During those discussions, Bd Blumenfeld on behalf of BDG, and Ratner, on behalf of NEC and the Forest City Companies, entered into a joint venture (the “Joint Venture”) to redevelop the Nassau Coliseum Site (the “Coliseum Project”), under the umbrella of NEC as the bidder and prospective tenant under the lease. They agreed, inter alia, that: (a) BDG and the Forest City Companies were 50/50 partners in the Retail Space; (b) BDG and the Forest City Companies were 50/50 partners in the Future Development Space; and (c) BDG would have an option to purchase a 5% interest in the Arena Space (the “Joint Venture Agreement”). 39. They also agreed, inter alia, that BDG would be a member of NEC, as well as a member of other NEC-related entities to be formed to separately develop the Retail Space and the Future Development Space. 40. They also agreed that their Joint Venture would operate on essentially the same basis as the Tiago Holdings Operating Agreement which governed their ERP Project concerning the sharing of profits and losses and related matters. oossis22.1} 841, They also agreed that with respect to the Retail Space and Future Development Space, BDG would contribute capital on a 50/50 basis. 42. In conformity with the Joint Venture Agreement, and desirous of announcing their Joint Venture to the public, on July 17, 2013, BDG, NEC, and the Forest City Companies, jointly released a press announcement in the Long Island Business News confirming the Joint Venture: “Blumenfeld will be assisting in the development of restaurants and retail. .. Ratner and Blumenfeld aren’ t strangers to each other, as they worked together almost 15 years ago on the East River Plaza along FDR Driver in East Harlem, ‘Ed and I have known each other for years and have enjoyed a successful partnership at East River Plaza in Manhattan,’ Forest City Ratner Executive Chairman Bruce Ratner said, ‘Ed and his company bring decades of Long Island development experience and will have a great impact on the retail component of our proposal. We're thrilled to have Ed join our formidable partnership group, which shares a vision to deliver are-imagined Nassau Coliseum and a premier entertainment and retail center that Long Islanders deserve.” 43, In addition, on July 18, 2013, Ratner published an advertisement in Newsday to announce the Joint Venture to the public to ensure that the public and the selection committee was aware that a local developer was a partner in the Coliseum Project: “The Best Partnership for Long Island Just Got Better. Long Island’s Blumenfeld Development Group joins Bruce Ratner & Partners to create a Nassau Like Never Before.” 44, Following publication of the ad, Bruce Ratner emailed Ed Blumenfeld saying “Glad to be partners again.” 45, Ratner thereafter revised his “press kit” for NEC, which now included the phrase “The Best Partnership for Long Island Keeps Geiting Better,” identified BDG as one of Rainer’s, partners, and included a copy of a Newsday article about their new joint venture which was entitled “Coliseum Bidders join forces.” o01sis22-4) 946. In furtherance of the Joint Venture, on July 25, 2013, Jim Lester of the Forest City ‘Companies emailed BDG copies of NEC’s draft site plans, pro forma, budgets, and related information. 47. Instill furtherance of the Joint Venture, BDG actively coordinated and worked closely with Brett Yormark (“Yormark”), the Chief Executive Officer of the Barclay’s Center in Brooklyn (owned by FCE) who was working on the Coliseum Project with Ratner. Upon information and belief, Yormark is also a member of NEC and/or a Forest City affiliate. 48. In an email from Yormark to BDG on July 25, 2013, he stated: “Team. We are all on the same page. David and I will communicate on a regular basis. All good. Let’s win this thing.” 49. Instill furtherance of the Joint Venture, on July 30, 2013, Ed Blumenfeld and Ratner exchanged emails concerning plans to further memorialize, in writing, their already- formed Joint Venture, 50. Upon information and belief, having a well-respected and well-known local, developer like BDG as a partner in NEC immeasurably strengthened NEC’s RFP proposal, giving it a definite advantage over MSG. D. NEC Executes a Lease with the County for the Nassau Coliseum Site and Represents, inter alia, that BDG is an owner of NEC. 51. As part of the final submission, the two finalists were required to negotiate and execute a form of Lease Agreement prepared by the County of Nassau, 52. On August 6, 2013, just days before their final submission was due, Jim Lester at Forest City emailed Ed Blumenfeld a portion of the draft lease to be signed with the County and o01sis22-1) 10asked Ed to review it and provide his input and comments, which were provided back to Jim Lester and other Forest City personnel on August 8, 2013, 53. The next day, in furtherance of the Joint Venture, on August 9, 2013, NEC signed a written lease for the Nassau Coliseum Site (the “Lease”), with NEC as Tenant and the County of Nassau as Landlord 54. Ratner exeouted the Lease on behalf of NEC as “Chairperson” of NEC. 55. Under Section 55.2(4)(i) of the Lease, NEC, as the tenant, represented and warranted: “Schedule F attached hereto correctly sets forth the identity of the members of Tenant and the holders of the direct equity interests in such partners, which may be updated based on changes that arise from transfers permitted under Section 19.11 or otherwise in accordance with this Lease and/or with Landiord’s reasonable approval.”(emphasis added) 56. Ratner, on behalf of NEC, caused Schedule F to be prepared in order to identity all the members of NEC. Schedule F lists BDG as a member and owner of NEC, yet further confirming the Joint Venture. 57. Notably, Section 63 of the Lease contemplated that the County would enter into additional leases, defined as “severance” leases, with a designee of NEC, to demise specific portions of the Coliseum site. E. _ NECIsNamed The Successful Bidder and Both the County and the Forest City Companies Acknowledge the Joint Venture With BDG Was Key to NEC’s Success in Winning the REP Bid for the Coliseum Project. 58. On August 15, 2013, the County announced that NEC was the successful bidder for the Coliseum Project. 59. That same day, in a series of emails between Yormark and Ed Blumenfeld and others, Yormark acknowledged that BDG was crucial to winning the RFP bid: fo0161s22-1) iWB. Yormark to E. Blumenfeld: “Ed, You guys are key, Thank you for everything.” E. Blumenfeld to B. Yormark: “We all want the same, success. For the partnership.” 60. Ata press conference held on August 16,2013 announcing the winning bid, County Executive Ed Mangano was joined by the members and partners of NEC including, among others, Ratner of the Forest City Companies and David Blumenfeld of BDG. Indeed, Ratner introduced David Blumenfeld to speak on behalf of BDG and identified BDG as a partner in the development. 61. Both Ratner and David Blumenfeld spoke at the press conference jointly on behalf of NEC, sharing their joint vision for the redevelopment of the Coliseum. 62. As further reported in Newsday the next day: “Ed Blumenfeld, founder of Blumenfeld Development Group in Syosset, teamed up with Ratner. . .He will be assisting in the development of restaurants and retail at the site.” 63. On August 22, 2013, the Syosset-Jericho Tribune likewise reported on the partnership between BDG and the Forest City Companies and their Joint Venture to develop the Coliseum under the umbrella of NEC: “Nassau County selected Nassau Events Center to redevelop Nassau Coliseum and the surrounding property, by offering the county a significantly sweeter deal, Bruce Ratner, the developer of the Barclays Center in Brooklyn and NEC's chief executive, beat out Hank Ratner (no relation) and the Madison Square Garden Company after the county narrowed its choices to the (wo entertainment giants last month, Bruce Ratner had formed a partnership with Syosset based developer Blumenfeld Development Group (BDG) last month for the project.” (ooreisz241) 2F. After Securing the Winning Bid on the REP, BDG and the Forest City Companies Continue to Perform Under the Joint Venture Agreement, 64, In furtherance of the Joint Venture, Jim Lester (“Lester”), an employee of the Forest City Companies working on the Coliseum deal with Ratner, emailed a copy of the signed Lease to BDG, stating “We look forward to working together.” 65. Ratner thereafter updated the NEC press kit to include photographs of Forest City and BDG’s retail portfolio. 66. Instill furtherance of the Joint Venture, BDG, together with representatives from the Forest City Companies, attended the legislative hearings convened to discuss and vote on approving the Lease on September 23, 2013, after which the legislature approved the Lease. 67. Insti furtherance of the Joint Venture, BDG recommended and assisted in hiring consultants for the project. Although Ratner was an experienced developer, he was primarily involved in development projects in the City of New York. He and his team had no contacts or experience with consultants and other professionals on Long Island. BDG introduced the Forest City Companies to local contractors, engineers, architects, and other consultants, many of whom were, in fact, hired on BDG’s recommendation, including RMS Engineering (Huntington), Berkman Henoch Pederson & Peddy (Garden City) as zoning counsel, Baldassano Architecture (Patchogue), and Terri Elkowitz at VHB (Hauppauge) for environmental matters. 68. Instill furtherance of the Joint Venture, on the morning of October 23, 2013, Bruce Ratner together with Ed and David Blumenfeld, as well as County Executive Ed Mangano, attended a breakfast sponsored by Action Long Island to jointly answer questions from about 200 business owners about the Coliseum Project. Newsday published an article about the breakfast, (ooisis22-1) Btogether with a photograph of Blumenfeld, Ratner, and Mangano together. 69. Instill furtherance of the Joint Venture, on the evening of October 23, 2013, the principals met for dinner at Hendricks Tavern in Roslyn to jointly discuss the Coliseum Project. In attendance on behalf of the Forest City Companies were Ratner, Yormark, Lester, and Sadie Mitnick. In attendance on behalf of BDG were members of the Blumenfeld family, and BDG’s ‘general counsel, David Kaplan. 70. Among other things, the parties discussed their ideas to bring college sports to the site, partnering with a boxing promoter for boxing events, and a leasing plan for the retail and restaurants. BDG and the Forest City Companies also agreed to hold weekly meetings to jointly discuss and jointly coordinate the project. TI. After the dinner, Sadie Mitnick of Forest City emailed Ed Blumenfeld to say: “Bruce was singing your praises half the ride home. He loved your ideas.” She also wrote: “I think we made a good team!” 72. A week later, on October 30, 2013, Ratner, Ed Blumenfeld, David Blumenfeld, and others, as partners, jointly attended a ceremonial signing of the Lease at the County offices. TB. The fully-executed Lease signed on October 30, 2013 contained the same representations concerning the identity of the members of NEC, and the same Exhibit “F” listing and confirming BDG as an owner of NEC. 74, ‘The now-binding and fully-executed Lease yet further affirmed the Joint Venture and confirmed that BDG was a member of NEC, (ooisis22-1) 14G. _ BDG Expends Additional Significant Time, Resources, Monies, and Efforts In Furtherance Of The Joint Venture. 75. After the October 23" dinner, members from both teams (i.e. the BDG team and the Forest City team) jointly met once a week in furtherance of their Joint Venture. ‘The principal person attending from Forest City’s team was Rebecca D’Eloia and/or Jim Lester. 76. These joint meetings, attended by the principals and most or all of the consultants, took place every Monday, primarily at BDG's offices in Syosset. 77. Upon information and belief, NEC actually retained the consultants and other professionals recommended by BDG, agreeing to compensate them on an agreed-upon basis for their work, including the aforementioned consultants, Baldassano Architecture, RMS Engineering, Berkman Henoch, and Terry Elkowitz. 7B. In furtherance of the Joint Venture, BDG attended numerous meetings with ‘Yormark to discuss opportunities and ideas for sponsorship naming rights to the Coliseum, including but not limited to on June 13, 2014, August 11, 2014, and September 8, 2014. 79. BDG also began using its vast contacts to schedule meetings with numerous prospective high quality tenants and sponsors, including but not limited to Chelsea Piers, Bethpage Federal Credit Union, TD Bank, North Shore-Long Island Jewish Hospital, PSE & G, Dave & Busters, Top Golf, AMC, Perfumania, Palm Bay, Capital One, Connoisseur Communications, Valley National Bank, Poll Brothers, Bass Pro, Regal Cinemas, and others, 80. BDG also invested significant time and monies investigating and studying the feasibility of bringing college sports to the Coliseum, including meeting with University of ‘Michigan Professor Mark Rosentraub on numerous occasions and meeting with Barclay’s (ootetsz24) 15personnel. 81. BDG also had extensive communications with Michael Zavodsky, Senior Vice President of Corporate Sponsorships at the Barclay’s Center who was working with Brett Yormark on the sponsorship rights and leasing issues. Zavodsky often asked BDG for assistance in initiating contacts and scheduling meetings, many of which were held in BDG’s offices with representatives of BDG. Throughout the summer of 2014, BDG and Zavodsky worked together, with BDG providing its input and assistance. 82, BDG also met with the Nassau County Industrial Development Agency (the “Nassau IDA”), brought in local contractor Aurora Construction to help bid jobs, and had their in-house architectural staff prepare numerous plans and layouts for prospective tenants for the Retail Space. These efforts were coordinated with representatives of the Forest City Companies. 83. Even though BDG’s involvement in the Arena Space was relatively small, it nevertheless devoted an inordinate amount of time to assisting Ratner and the Forest City Companies on arena issues for the good of the overall Coliseum project. 84. BDG, along with the local engineering consultant, RMS Engineering, who was retained by NEC at BDG’s recommendation, solved a major issue relating to the roads and site plan issues raised by the Town of Hempstead, After meeting with representatives of the Town’s consultants, Frederick P. Clark Associates at the Town's offices, the issues were completely resolved to the Town’s satisfaction. 85. Onan almost daily basis, BDG made phone calls relating to the project, reviewed budgets, proformas, plans, and designs, and set up and attended meetings for the Coliseum Project. BDG also introduced Jim Lester to the current arena manager, SMG. (01615221) 1686. BDG also worked with attorney Allen Schole regarding various leasing issues, and began marking up draft leases for the prospective tenants. 87. In July 2014, Forest City representatives unilaterally signed Letters of Intent with two prospective tenants, I-pic, and I-fly. Further confirming the Joint Venture, Forest City stated on the I-pic LOI that the landlord would be a “BDG/FCRC entity to be formed.” H. _ In August 2014, BDG and the Forest City Companies Execute a Memorandum of Understanding With Respect to the Coliseum Project. 88. After working together in good faith for more than a year in furtherance of the Joint Venture Agreement, BDG and the Forest City Companies executed a Memorandum of Understanding in August 2014 to memorialize the terms of their already-formed Joint Venture (the “MOU”. 89. The first sentence of the MOU confirmed that BDG and the Forest City Companies were already members and owners of NEC, the winning bidder of the RFP and the tenant under the Lease: “Nassau Events Center LLC (and affiliates thereof)(collectively, “NEC”) (and Forest City Ratner Companies LLC, Forest City Enterprises Inc. (“ECE”) and/or affiliates thereof (collectively, “FCRC”)) and Blumenfeld Development Group, Ltd. and/or affiliates thereof (collectively, “BDG”) have been chosen as the successful respondent to RFP #CEO311-131 . .. relating to the Redevelopment of the Nassau Veterans Memorial Coliseum Site . . . located in Nassau County, New York and in connection therewith NEC has executed a lease agreement with the County of Nassau for the redevelopment of the Coliseum Site.” (emphasis in original) 90. The MOU significantly confirmed the existence of the Joint Venture Agreement and memorialized the essential terms thereof, including, but not limited to, BDG's 50/50 ownership interest with the Forest City Companies in the Retail Space, BDG’s 50/50 ownership o0161522-1) 7interest in the Future Development Space, as well as BDG’s 5% ownership interest in the Arena Space. 91. Also confirmatory of and in furtherance of the Joint Venture Agreement, and consistent with Section 63 of the Lease, the MOU acknowledged that “the Coliseum Lease may be severed into separate leases covering each of the Coliseum Space, the Retail Space and any Future Development Space.” Consistent with the Lease, the MOU provided that the parties would form an entity named “NEC Retail LLC” to develop, lease and operate the Retail Space and Future Development Space. 92. Section II, paragraph 1 of the MOU entitled “Primary Business Terms,” likewise confirmed their agreement as it related to the Retail Space as follows: “With respect to the Retail Space within the Coliseum Site, BDG will own and contribute capital on a 50/50 basis with FCRC in the NEC Retail LLC, an existing or newly-formed special purpose limited liability company expected to lease and develop the Retail Space and Future Development Space, if any, as described in more detail below. It is understood that there may be additional members in such entity apart from FCRC and BDG in accordance with Paragraph “9” below, but that FCRC and BDG will, as between themselves, own and contribute capital on a 50/50 basis.” 93. Section TI, paragraph 2 of the MOU similarly confirmed their agreement relating to ownership of the Arena Space under the heading “Other Ownership” which provided: “A. Coliseum Space - BDG will receive, and contribute capital in accordance with, a percentage ownership in the FCRC-majority owned special purpose limited liability company that will develop the Coliseum Space. The amount of such ownership will be five percent (5%) of the total equity in such entity, conditioned upon all capital contribution requirements being made. It is the intent of the parties that BDG’s Interest (i) shall be subject to usual and customary “drag along” obligations, so that is shall be required to follow NEC/FCRC’s decision-making in lock-step fashion, and i) shall benefit from usual and customary “tag along” rights. (o0161522-1) 18.94, Section III of the MOU entitled “ JV Agreement” further provided that: “Without limitation to the foregoing, the JV Agreement shall incorporate the terms and conditions contained herein and will be based on the form of the Tiago Holdings, LLC operating agreement and shall otherwise contain terms and conditions customary to retail development joint venture agreements, which may include (but are not obligated to include) sales and marketing, buy/sell, transfers, brokers, termination, confidentiality, due diligence, and property management.” (emphasis added) 98. Although the MOU anticipated the execution of a more formal JV Agreement, the existence and validity of the Joint Venture Agreement already agreed to and in operation since July 2013 was not contingent upon the execution of a formal JV Agreement, Indeed, both before and after the MOU was signed, the parties continued to act and fully participate in furtherance of the Joint Venture without a formal written JV Agreement. I. _ After Execution of the MOU, BDG and the Forest City Companies Continue to. Perform as Partners Under the Joint Venture Agreement. 96. After execution of the MOU, BDG continued its good faith efforts to solicit tenants, enter into LOI’s with prospective tenants, and otherwise worked diligently in furtherance of the Joint Venture, expending significant time, resources, monies, and efforts to do so. 97. Among the prospective tenants BDG contacted and ultimately attracted was Bass Pro, a well-known national retailer of sports and outdoor goods and equipment that has'no stores in the New York metro area, that could potentially attract millions of visitors to the site each year, and therefore be a magnet to attract additional tenants and generate substantial sales tax revenues for the County, BDG reached out to them and they expressed interest. 98. BDG advised Ratner they were pursuing Bass Pro and Ratner expressed his approval of their efforts in an email on August 13, 2014, writing “U r amazing. Thxxxxoo0.” 0016152241) 1999. BDG kept Ratner, Lester, and the Forest City Companies “in the loop” with regard to the Bass Pro deal, including sending them drafts of the LOT as well as Bass Pro's draft site plans. 100. In early September 2014, in furtherance of the Joint Venture, BDG paid $425,000 to the Forest City Companies as a capital contribution to NEC. 101. On or about September 9, 2014, BDG suggested that NEC place an advertisement in Newsday to honor Kate Murray for her work with the Long Island Crisis Center. Jim Lester of Forest City confirmed in those emails that BDG was a member of NEC: “You are in Nassau Events Center.” (emphasis added) 102. In mid-September, in furtherance of the Joint Venture Agreement, Lester sent various materials to David Blumenfeld for his review relating to the design plans and the financials for the Coliseum Project. 103. On September 23, 2014, in furtherance of the Joint Venture Agreement, and in connection with its efforts to secure tenants for the retail space, on behalf of the Joint Venture, BDG signed a letter of intent with Bass Pro to lease between 80,000 to 120,000 square feet at the Nassau Coliseum Site, 104, On October 6, 2014, David Blumenfeld sent an email to Ratner, among others, advising them that Bass Pro had countersigned the LOI, stating: “Congratulations Team we have Bass Pro!!!!!!!!" to which Ratner responded “Wow!!! Congratulations. Great job.” He reiterated a few days later “frst of all it was great that you got them. . . Your team certainly has pulled its weight whether it be sponsorships or [the Bass Pro deal]. Ithink best we have good meal and talk about projects future.” eo16is22.1) 20105. On October 13, 2014, in response to an email inquiry from Ed Blumenfeld regarding whether Ratner had made it clear to the County that BDG was their partner in the Coliseum Project, Ratner responded: "The County is as clear as could be that we are partners and I assume they know equal partners in the retail . .. And no we don't want you to drop out as our partners, . . At any rate we have done a lot together and will continue to do a lot together. This was just a bump and in the all not something which can or should derail us. Let's just press the reset button and move on... With love and respect and to a long friendship." (emphasis added) 106. In asubsequent email on October 13, 2014 relating to the same discussion, Ratner emailed Ed Blumenfeld and stated he would “make it totally clear” with the County that BDG was his partner in the Coliseum Project. 107. In furtherance of the Joint Venture Agreement, BDG continued to pursue and negotiate with prospective tenants to lease the Retail Space, and they continued to work together with the Forest City Companies in furtherance of the overall Coliseum Project. 108. In September 2014, Yormark contacted David Blumenfeld and asked him for an introduction to one of the principals of Top Rank, a boxing promoter Blumenfeld had contacts with. After getting approval from Top Rank to do so, David Blumenfeld set up a meeting and introduced them to discuss the possibility of bringing boxing events to the Coliseum and to Barclay’s. 109. On November 13, 2014, Jim Lester emailed David Blumenfeld a revised lease for Bass Pro and for the first time raised concerns about the location of the proposed Bass Pro store. (0016152241) os110, Over the next couple of weeks, in furtherance of the Joint Venture Agreement, BDG continued to participate in meetings with the Forest City Companies with respect to the Coliseum Project and, among other things, continued to diligently pursue prospective tenants to lease the Retail Space for the benefit of the Joint Venture. 111. Although the MOU contained a deadline of November 14, 2014 by which the parties were supposed to sign a more formal JV Agreement, Forest City did not send any draft of such a JV Agreement (modeled on the Tiago Holdings Operating Agreement) until 3:21 P.M. on November 12, 2014, just two days before the self-imposed deadline, 112, Neveitheless, based on, inter alia, the parties’ longstanding partnership and close personal relationship and the level of trust developed over the past decade, their well- documented course of conduct over the prior 18 months, and the Joint Venture Agreement itself, the parties continued to act in furtherance of the Joint Venture after the MOU deadline date had passed. 113. On November 17, 2014, the Forest City Companies and BDG exchanged various emails regarding a meeting concerning Joint Venture business scheduled for the next day at BDG’s offices. 114, The following day, November 18, 2014, Jim Lester circulated a revised Conceptual Master Plan to be submitted to the Town for approval. He also sent BDG a detailed pro forma of the Retail Space, including projections of net operating income. The parties then met later that day to jointly discuss Bass Pro and other aspects of the Retail Space 115. On November 24, 2014, Jim Lester asked BDG to set up a meeting with the Nassau IDA to discuss financing. BDG immediately agreed to do so and took steps to schedule a 0016152241) 2meeting to take place after the Thanksgiving holiday. 116, On November 25, 2014, Rebecca D’Bloia from the Forest City Companies circulated a revised conceptual master plan to be submitted to the Town for approval, which she confirmed was a plan that had been jointly approved by both the Forest City Companies and BDG. 117, On November 26, 2014, BDG forwarded to Jim Lester a signed LOI with a prospective tenant, “Rock and Brews.” J. The Parties Meet To Discuss A Potential Deal With Memorial Sloan- Kettering Hospital 118. Upon information and belief, earlier that year, and in and around September 2014, the Forest City Companies, through Ratner, apparently began unilateral discussions with Memorial Sloan-Kettering Hospital (“MSK") about building a facility on the Nassau Coliseum site in the southwest comer, directly on Hempstead Turmpike. Once BDG learned of the potential deal, it agreed that having a prestigious MSK facility on Long Island would be a tremendous benefit, and they both agreed to accommodate MSK without any profit to the Joint Venture. 119. Upon information and belief, Ratner, who is a member of the MSK’s Board of Directors, was directly and personally involved in arranging for this potential transaction, which would benefit MSK by giving them a significant presence in the center of Long Island. 120. The sufficiency of parking became a concern because construction of the proposed MSK facility would displace approximately 1000 surface parking spaces that were needed to meet the development requirements of the rest of the site, and also required an additional 450 (o0rsis22-1) 23parking spaces to accommodate the parking requirements of the MSK facility on about 5 acres. In order to balance the parking needs of the site, it was apparent that a parking structure would need to be built to make up for the parking deficiencies. However, MSK was only willing to build a parking structure to accommodate their 450 spaces, and not the additional 1,0004/- displaced spaces. 121, On November 25, 2014, BDG and representatives of the Forest City Companies jointly met with representatives of MSK at BDG’s offices in Syosset to further discuss the proposed MSK facility. Attending the meeting were Jim Lester from the Forest City Companies, Jeffrey Lynn and Michael Gutnick of MSK, and Ed, David, and Brad Blumenfeld from BDG. 122, At the meeting, among other things, the parties discussed the need to build an additional parking structure to address the parking deficiencies and needs created by the planned MSK facility. Those in attendance at this meeting, including Jim Lester on bebalf of the Forest City Companies, agreed that the MSK facility would be very much welcomed at the site but that, an additional parking structure should be included to accommodate MSK’s use and address the parking deficiency. 123, After that meeting, Ed Blumenfeld forwarded to Michael Gutnick a draft of a proposed letter addressed to Governor Cuomo from various Long Island business groups regarding a request for state funding for the construction of parking structures which would assist in paying for any needed parking structure on the site. 124. Despite the parking issue, BDG was confident that all such issues could be easily worked out and was happy to have MSK on the site. o0161s22-1) 24K. Ratner Wrongfully Excludes BDG from Participating in the Joint Venture in Breach of the Joint Venture Agreement. 125. Upon information and belief, Ratner became enraged when he learned that BDG and Forest City’s Sim Lester had discussed the need for a parking structure with MSK and the possibility of getting state funding for some or all of the cost of the parking structure. Apparently Ratner mistakenly believed that BDG was somehow trying to unilaterally impose @ new, onerous condition on the MSK deal, when in fact all BDG did was point out the simple fact that construction of the MSK facility on the site would displace approximately 1,000 surface parking spaces needed to meet the requirements of the rest of the site and would require an additional 450 parking spaces for the planned MSK facility — a conclusion with which Jim Lester of the Forest City Companies readily agreed 126. Because of Ratner’s personal connection to the proposed MSK transaction, and his desire to make it happen regardless of any material adverse impact on the remainder of the Coliseum site, Ratner then apparently decided he wanted sole control and decision-making authority over the Coliseum Project. 127, Ratner unreasonably refused to even discuss, let alone resolve his, misunderstanding and wrongfully demanded that BDG stop “communic 1g with any of the consultants, public parties, media or potential tenants” in connection with the Coliseum Project and threatened he would be “sending a letter to the consultants directing them accordingly.” 128. Upon information and belief, in violation of the Joint Venture Agreement, Ratner thereafter made good on his wrongful intention and sent letters to the consultants involved in the Coliseum Project, purportedly advising them that they were only authorized to take direction (ooisisr2) 25from Forest City Companies and no-one else, in breach of the Joint Venture Agreement. 129, Additionally, in and around December 1, 2014, Jim Lester sent an email to BDG and others purporting to “cancel” the weekly job meetings. Since then, BDG has been wrongfully and deliberately excluded from all such work meetings which, upon information and belief, continue to take place without and to the wrongful exclusion of BDG, in breach of the Joint Venture Agreement. Moreover, the Forest City Companies have deliberately withheld information from BDG. 130. Representatives of BDG, including Ed Blumenfeld and David Blumenfeld, immediately and repeatedly emailed and called Forest City Companies’ representatives objecting to Ratner’s wrongful unilateral actions and also attempted to reach Ratner directly in good faith to try and discuss and resolve the situation with him. 131. Despite BDG’s good faith efforts, Ratner has continued to cause the Forest City Companies to wrongfully exclude BDG from the Joint Venture and from all matters relating to the Coliseum Project without justification or excuse, to the detriment to the rights and interests of BDG in the Joint Venture, in breach of the Joint Venture Agreement, and to the further detriment and harm to the Joint Venture itself L. The Parties Jointly Submit the Conceptual Master Plan To the Town of Hempstead on Schedule for Approval on December 1, 2014 132. Throughout 2014, the parties jointly reviewed drafts of a conceptual master plan (“CMP”) and site plans for the Coliseum site, working with their engineers, architects, and in- house personnel. 133. As various Letters of Intent were signed by prospective tenants, draft drawings to016isz2-1) 26‘were prepared and revised throughout the process to reflect possible tenant positioning on the CMP and/or site plan. For example, in early November 2014, NEC’s architects prepared drawings showing the possible positioning of both Bass Pro and MSK on the site, which drawings and CMP were refined throughout the month of November, reflecting the comments of both BDG and the Forest City Companies. 134. NEC's zoning counsel recommended that a final CMP be submitted to the Town of Hempstead no Jater than December 1, 2014, to keep on schedule for Town Board approval and later, construction to begin as of August 1, 2015. 135. On November 25, 2014, Rebecca D’Eloia of the Forest City Companies informed NEC’s architect and others via email that with respect to the latest draft of the CMP, “we talked about this plan earlier today and FCRC and BDG agree that this is the plan we need to proceed with.” 136. The CMP and site plan actually submitted to the Town was a collaborative effort and jointly agreed and approved by BDG and the Forest City Companies, and was not unilaterally prepared or approved by either side. 137, On December 1, 2014, precisely on schedule, NEC submitted its CMP to the Town of Hempstead for approval. The CMP identified BDG and the Forest City Companies as the developers submitting the plan on behalf of NEC. 138, The CMP shows the MSK facility on the southwest comer of the site with a parking structure. (o0i6is221) 27M. In February 2015, Ratner Indicates His Intention to Develop Only the Minimal Amount of Retail Space Required Under the Lease. 139. After Ratner’s angry emails in late November and early December 2014, and his refusal (0 return Ed Blumenfeld’s phone calls, BDG decided to wait until after the holidays to resume its discussions with Ratner about the Project. However, after the holidays, BDG was informed that Ratner would be on vacation starting January 17, 2015 and would not return until January 26, 2015. 140. Shortly thereafter, Ratner agreed to meet and suggested the parties have dinner together. The Blumenfelds were pleased with Rates's dinaer suggestion, asi indicated tha it would be a productive, rather than a confrontational, discussion, and that the parties could work out whatever issues or perceived issues there were and amicably continue on with the Joint Venture. 141. The patties met for dinner on February 10,2015. At that dinner, Ratner confirmed BDG’s continuing interest in the Joint Venture but stated he now wanted the Forest City Companies to control all aspects of the initial development without any input from BDG which he now labeled as “interference.” 142, He stated his erroneous belief that Forest City and BDG were “two painters” with two different visions, and that he had decided he wanted to build “his” vision. BDG pointed out that the collaborative CMP that was filed was their joint vision and a plan on which they bad both agreed, thereby contradicting his “two painter” theory. Nevertheless, he declared it was now his intention to only build the bare minimum amount of Retail Space required under the Lease, and not the amount of Retail Space actually shown on the CMP, even though such a plan {00161522-1) 28‘would not maximize revenues for either the County under the Lease with NEC, nor for the Joint Venture of which BDG is a 50% owner in the Retail Space. Indeed, he stated that his intention was to do “as little as possible” with the Retail Space, indicating he would only build 1 or 2 restaurants, only have 2 retail tenants, as well as a small concert venue similar to The Fillmore in Manhattan, He also stated that he did not want to talk to any other tenants and admitted that his plan might economically fail. 143, Further, despite all of the substantial time, resources, monies, and efforts which BDG expended in putting together and facilitating the Bass Pro deal, and despite the fact that Ratner had previously been enthusiastic about Bass Pro as an anchor tenant, Ratner abruptly indicated he was no longer interested in finalizing a deal with Bass Pro, which threatened to leave the Retail Space without a major anchor tenant and no discernible leasing plan sufficient to make economic sense or meet the requirements under the Lease. 144, When BDG asked Ratner how he thought this new plan would work, Ratner admitted it might not work, and stated all he was really concerned with was “getting a shovel in the ground” to protect the arena component of the Lease. At the conclusion of the dinner, Ratner promised he would send BDG updated proformas for his new plans, but he never did. 145. Upon information and belief, Ratner and the Forest City Companies continue to utilize most of the samme consultants BDG recommended. Thus, having solicited BDG to be its partner and having agreed to be BDG’s partner in order to gain BDG’s expertise in local development and gain an edge in the RFP bidding process, and after having received the benefit of BDG’s experience through that date, having hired the consultants recommended by BDG, having had BDG introduce Ratner and his employees, including Brett Yormark, to BDG’s (c0r61s22-1) 29valuable contacts and potential sponsors, and having submitted the collaborative CMP and site plan reflecting BDG's comments and ideas, Ratner and the Forest City Companies now sought to wrongfully wrest sole control of the entire Project, disavow the Joint Venture, and kick BDG “to the curb.” N. Following the Dinner, BDG Asks Ratner and the Forest City Companies To Abide by the Joint Venture Agreement and Comply With Its Obligations ‘Thereunder 146. On February 25, 2015, BDG wrote to Ratner and the Forest City Companies, reminding Ratner that BDG was their partner, asking that Forest City send a letter of retraction to all consultants or other persons that were previously notified, and asking that the parties resume the weekly meetings. 147, In that letter, BDG mer ned their long and successful partnership in the ERP Project, stated that litigation was not its preferred method for resolving disputes, but indicated that if these critical issues were not resolved soon, they would be left with “no choice but to do whatever is legally necessary or advisable to protect our interests and our reputation and good oe 148. By letter dated March 5, 2015, Ratner rejected BDG’s statements and refused to retract any of its statements or resume the weekly work meetings. 149. Wanting to avoid anything that could possibly harm or delay the Project, and still not ready to proceed to litigation, BDG asked County Executive Ed Mangano to intervene as a mediator to try and help the parties resolve the issues. Despite County Executive Mangano’s efforts to resolve matters, Ratner refused to cooperate and reiterated he wanted sole control of the Project without any “interference” from BDG. {o016isz2-1) 300. Knowing that BDG Was About to File Suit, Ratner Causes NEC To Preemptively File Suit Against BDG on March 26, 2015 150. On the morning of March 26, 2015, a reporter for the Long Island Business News (“LIBN”) got wind of the parties’ brewing dispute, apparently through a source not related to BDG at a real estate symposium. LIBN wrote a story that was published online later that day at about 3:00 P.M., describing briefly the nature of the dispute. 151, Just two hours later, Ratner caused NEC to preemptively file a frivolous lawsuit against BDG containing a single cause of action for declaratory relief, disavowing the Joint ‘Venture Agreement, seeking a declaration that BDG is not a partner or member of NEC and related relief, accusing BDG of acting unilaterally, and proclaiming that the parties” had “two visions” and could not be partners. P. Not Only Was The Ratner Complaint A Preemptive Ploy, It Is Frivolous And Filled With Demonstrably False Statements 152. In an obvious attempt to falsely spin the parties’ dispute in a manner favorable to Forest City and unfavorable to BDG, Ratner caused NEC to file a complaint filled with vague and conclusory statements which falsely allege, among other things, that BDG is not a partner in the Joint Venture and minimizes BDG’s role over the last 2 years as nothing more than an unpaid consultant, 153, For example, paragraph 3 of the Ratner Complaint alleges that the parties contemplated entering into a joint venture agreement as of August 20/4. To the contrary, and as the numerous documents, articles, and emails show, some of which are described in detail above, the parties actually entered into their Joint Venture Agreement in July 2013. 154, In that same paragraph, NEC falsely alleges that BDG has somehow delayed the 00161522-1) 31timeline of the Project or has otherwise caused “delays and gridlock.” Not only does the ‘Complaint not contain a specific example of any “delays and gridlock” caused by BDG, as none in fact exist, but this allegation is flatly contradicted by several documents. For example, the draft CMP were timely submitted by the proposed deadline of December 1, 2014, and construction is still scheduled to begin on August 1, 2015 as planned. Indeed, in an article in Newsday published on March 28, 2015, Forest City represented that “the entire project remains on schedule.” Thus, the false allegations of the Complaint are contradicted by Forest City's own contemporaneous documented statements, 155. NEC also falsely claims that BDG made “unilateral” changes to NEC’s site plan, again without providing an actual example of any such “unilateral” change. This is because no “unilateral” changes were ever made to the site plan. To the contrary, as would be expected in a Project of this scale, both sides made extensive comments to the proposed site plan, and the CMP that was actually submitted to the Town in December 1, 2014 was a collaborative plan approved by both entities and was not unilateral. 156, NEC falsely claims in paragraph 6 that BDG “accepted” NEC’s decision to proceed with the Project without BDG. Again, utterly false, BDG never “accepted” any purported “decision” and immediately objected to Ratner’s unilateral action through emails and phone calls and sought for months thereafter to discuss and meet with Ratner to resolve the situation without the necessity of legal proceedings. 157, Ih paragraph 17, Ratner absurdly claims that even though he was simultaneously announcing to the public and the press that BDG was its partner in the Project, Ratner now falsely claims it really only meant for BDG to have a “limited role” similar to other members of (0016152241) 32the Ratner development team, such as Live Nation, Roc Nation, Legends, and SHoP Architects. 158. These other “members” of his development team were not real estate developers, or owners in NEC, but merely entities that would be actually involved in the operations of the arena. For example, Live Nation and Roc Nation are ticket sellers and promoters of live events. Legends will operate the food concessions for the arena. SHoP Architects was retained to design the arena, BDG’s role was vastly different as a 50% owner in the Retail Space and a 50% owner in the Future Development Space. 159. In paragraph 22, NEC alleges that “BDG did not participate in negotiations of the Lease.” This is both false and misleading. First, it is misleading because BDG only became partners with Ratner at the end of the RFP process in July 2013 and Ratner and the Forest City ‘Companies had already negotiated most of the Lease terms by then. It is false because on August 6, 2013, Forest City specifically asked BDG to review and provide comments on several key sections of the Lease, three days before the Lease was signed, which BDG did. 160, NEC falsely alleges in that same paragraph that BDG was not “mentioned in the Lease other than in an attached proposed schedule setting forth a list of anticipated investors in NEC.” This is another blatantly false allegation which simply ignores Section 55.2(4)(ii Lease, wherein NEC, as the tenant, represented and warranted: “Schedule F attached hereto correctly sets forth the identity of the members of Tenant and the holders of the direct equity interests in such partners, which may be updated based on changes that arise from transfers permitted under Section 19.11 or otherwise in accordance with this Lease and/or with Landlord’s reasonable approval.”(emphasis added) 161. Schedule F did not simply list the “anticipated investors” as NEC now falsely states, but rather, identified “the members of Tenant and the holders of the direct equity interests 0036152241) 33.in such partners. ..”. Schedule F lists BDG as an owner in NEC. 162. In paragraphs 33 through 37, NEC/Ratner vaguely and falsely complains that ‘BDG acted unilaterally, slowed the project's momentum, and caused the planning process to “fall behind schedule.” (Ratner Complaint, para, 33) Similarly, it vaguely and falsely alleges that BDG made unilateral, repeated changes to NEC’s site plan. (Id., para. 34) However, as stated above, the planning process is not behind schedule by Ratner’s own contemporaneous public admissions, and the site plan that was submitted in December 2014 was the product of joint decision-making, agreed to by both parties. 163. NEC/Ratner falsely claims that BDG had a “fundamentally different vision for the project” which caused discord between the parties. ‘This statement is flatly contradicted by the very CMP filed in December 2014 with the Town of Hempstead. That CMP, which prominently has both BDG’s and NEC’s names on it, was a joint, collaborative effort that reflects the parties? single vision for development of the Coliseum Project. It reflects the retail space, office space, and recreational space that the parties’ jointly envisioned and was approved jointly by both parties. The only difference now is that Ratner has unilaterally decided, on his own, not to actually build all the buildings shown on the CMP, but to merely build the bare minimum, possible, even though he is seeking approvals for all of it. 164. Thus, the parties did not have “two visions” only “one vision” — and the only one unilaterally departing from that vision is Ratner and Forest City. Nevertheless, Ratner is disingenuously concocting this “two visions” theory as a desperate pretext to try and exclude BDG from the Project. {00161522-15 34165. Ratner/NEC also falsely alleges that BDG changed the site plan to place buildings on top of existing utilities which would have resulted in “increased infrastructure costs inconsistent with NEC’s budget for the project.” (Ratner Complaint, para. 35) The truth is that during the normal course of preparing early draft site plans, BDG had proposed buildings in. certain locations, unaware at the time, as was Forest City, that there were utilities underneath those locations. BDG then instigated and initiated contact with the utility company to come out to the site and advise where the utilities were located, also as part of the normal course of the planning process. When the utility came to the site at BDG’s request, the parties were informed for the first time where the utilities were located, and the site plans were then modified to reflect that, Thus, contrary to the false statements in the complaint, BDG never proposed building on top of the utilities and absolutely no delays to the Project resulted. 166. In paragraph 35, NEC erroneously alleges that BDG was unwilling to work through the issues with MSK and engaged in its “own communications” with MSK which “nearly scuttled the deal.” ‘The documents, including emails, show that this, too, is demonstrably false. BDG did not meet with MSK on its own, and the one meeting it did have with MSK, in attendance was also Jim Lester from Forest City. Moreover, the suggestions BDG made at that meeting regarding the parking issue were agreed 10 by Forest City’s own representative, Jim Lester. There was no “unwillingness” to work through the issues; only Ratner’s desire to wrongfully usurp control of the entire Project, to the exclusion of BDG and to the detriment of Nassau County and its residents. 167. In paragraph 42 of the Ratner Complaint, it is falsely alleged that BDG “ceased attending project planning meetings.” This is yet another demonstrably false statement. On {o0161s22-1) 35Decemiber 1, 2014, Jim Lester at Forest City sent an email canceling the next weekly meeting, and continued to cancel the meetings. Forest City has, upon information and belies, surreptitiously proceeded with work meetings and deliberately excluded BDG. 168. In paragraph 45, itis alleged that the proposed master plan (“CMP”) was submitted to the Town of Hempstead as the first critical step in the planning process, was done without BDG’s involvement, and was only capable of being done in such a timely fashion due to ‘BDG's uninvolvement in the process, However, contrary to this allegation, and again flatly contradicted by the documentary evidence, including emails, BDG was involved in the submission of the CMP, jointly approved it, and its name prominently appears on the document, as one of the developers. 169. Thus, despite Ratner/NEC’s attempt to portray BDG in a bad light and marginalize its role over the last 18-24 months, the documents speak for themselves and contradict the false allegations. Moreover, despite the repeated false accusations that BDG acted unilaterally, the documents make clear that the only party that has acted unilaterally and continues to wrongfully act unilaterally is Ratner and the Forest City Companies. Q. Demand and Futility. 170. BDG has made numerous demands that the defendants remedy and correct their past and continuing wrongful conduct as particularized more fully above. 171. Any further or additional demand that defendants commence an action on behalf of NEC to assert the claims made in this action would be futile because, inter alia, defendants have breached and repudiated the very Joint Venture Agreement which this action seeks to enforce, defendants have already and steadfastly refused to remedy or correct their past and 00161522-1) 36continuing wrongful conduct, including, without limitation, by breaching and repudiating the entire Joint Venture Agreement as well as the Joint Venture itself, and because defendants are directly involved in the breaches of fiduciary duty to NEC and are self-interested in the challenged transactions. FIRST CAUSE OF ACTION (DECLARATORY JUDGMENT AND INJUNCTIVE RELIEF) 172. BDG repeats, reiterates and re-alleges each and every allegation contained in the foregoing paragraphs of this Verified Complaint with the same force and effect as if more fully set forth at length herein. 173. In July 2013, BDG and the Forest City Companies entered into a Joint Venture pursuant wherein they agreed that: (a) BDG became a member of NEC; (b) BDG and the Forest City Companies were 50/50 partners in the Retail Space and Future Development Space of the Coliseum Project; and () BDG would own 5% of the Arena Space. 174, Beginning in July 2013, BDG and the Forest City Companies conducted themselves in accordance with the Joint Venture Agreement in all respects, including, but not limited to, agreeing on a mechanism to share, and actually sharing in, the costs associated with the Joint Venture, exercising joint control over the decision-making with respect to the Retail Space, and meeting on a weekly basis in furtherance of the Joint Venture. 175. Beginning in and around late November 2014, and continuing to date, defendants have wrongfully barred and excluded BDG from the Joint Venture and from its ongoing business and affairs, have wrongfully barred and excluded BDG from the weekly job meetings, and have otherwise wrongfully refused to recognized BDG’s ownership interests in the Joint Venture, in (00161522-1) 37breach of the Joint Venture Agreement. 176, A justiciable controversy has arisen between the parties because, inter alia, the Forest City Companies are breaching and/or disavowing the existence of the Joint Venture, creating uncertainty as to what the parties’ respective interests and rights are with respect to the Joint Venture. 177. BDG has no adequate remedy at law. 178. Therefore, by virtue of the foregoing, BDG is entitled to a judgment declaring, inter alia, that: (a) the Joint Venture Agreement between BDG and the Forest City Companies is a valid and enforceable agreement and that BDG is a member and owner of NEC; (b) that by reason thereof, BDG owns a 50% ownership interest in the Retail Space and Future Development Space, and a 5% ownership interest in the Arena Space; (c) that BDG and the Forest City Companies have joint-decision making authority over all major decisions affecting the Joint Venture; and (4) otherwise declaring the rights and relations of the parties. 179. In addition, BDG is entitled to preliminary and permanent injunctive relief, including, but not limited to, an order directing the Forest City Companies and Ratner to comply with their obligations to BDG under the Joint Venture Agreement, including, but not limited to, recognizing BDG as a 50% owner of the Retail Space and Future Development Space and a 54% owner of the Arena Space, with joint-decision making authority over all major decisions affecting the Retail Space and Future Development Space, and restraining and enjoining the defendants from engaging in or taking any further actions to divert business, profits, and corporate opportunities from the Joint Venture to themselves or others; from taking any action that requires joint consent, and from otherwise taking any actions which would impair, defeat, 016152241) 38interfere with, or adversely affect BDG’s rights with respect to the Joint Venture Agreement; and from otherwise acting outside the ordinary course of business with respect to the Joint Venture Agreement. SECOND CAUSE OF ACTION (BREACH OF CONTRACT - MONEY DAMAGES) 180. BDG repeats, reiterates and re-alleges each and every allegation contained in the foregoing paragraphs of this Verified Complaint with the same force and effect as if more fully set forth at length herein, 181. By reason of the Forest City Companies’ breaches of the Joint Venture Agreement, BDG is entitled to compensatory and exemplary damages in an amount to be established at tril. THIRD CAUSE OF ACTION (BREACH OF FIDUCIARY DUTY) 182, BDG repeats, reiterates and re-alleges each and every allegation contained in the foregoing paragraphs of this Verified Complaint with the same force and effect as if more fully set forth at length herein. 183, Atal relevant times mentioned herein, as co-venturers pursuant to the Joint Venture Agreement entered into between BDG and the Forest City Companies in July 2013, the Forest City Companies owed and still owe certain fiduciary duties to BDG. 184, By virtue of, inter alia, the aforementioned acts and/or omissions by the Forest City Companies, they breached their fiduciary duties to BDG and have taken, and continue to take, acti 1s which adversely affect BDG, including but not limited to, wrongfully excluding 0016152241) 39BDG, to its sole and complete detriment, from the affairs of the Joint Venture. 185. The foregoing breaches of fiduciary duty were willful, wanton, egregious and in bad faith, and resulted in, among other things, damages to BDG’s financial interests in the Joint Venture, as well as damages to BDG’s well-earned image and reputation in both the local and the real estate communities. 186, By reason of these breaches of fiduciary duties, BDG has suffered damages and is entitled to compensatory and exemplary damages in an amount to be established at trial. FOURTH CAUSE OF ACTION (DERIVATIVE CLAIM ON BEHALF OF NEC) 187. BDG repeats, reiterates and re-alleges each and every allegation contained in the foregoing paragraphs of this Verified Complaint with the same force and effect as if more fully set forth at length herein. 188, NEC is the tenant under the Lease and obligated to comply with all the terms and conditions thereto, 189. Ratner and the Forest City Companies have a fiduciary duty to NEC to act in its best interests. 190, Without limiting the foregoing, during the course of the Joint Venture and continuing to date, Ratner and the Forest City Companies have made and continue to make business decisions which are not made in the best interests of NEC, but rather are made to further Forest City Companies’ and/or Ratner’s own personal interests and agenda, 191. Forexample, and without limiting the foregoing, Ratner and the Forest City ‘Companies’ decisions and actions to exclude BDG from the Joint Venture and their unlawful 40016152241) 40breach and repudiation of the parties’ Joint Venture Agreement have directly threatened, delayed, and otherwise thwarted and stymied the parties’ efforts to successfully redevelop the Nassau Veterans Memorial Coliseum site into a first-class, state-of-the-art sports and entertainment destination, to the substantial and continuing detriment and harm to NEC and the Joint Venture. 192. As further alleged herein, Ratner has a personal relationship and personal affiliation with Memorial Sloan-Kettering Hospital (“MSK”) and is a long-time member of its Board of Directors. By reason of this personal relationship and affiliation, Ratner had a conflict of interest with respect to any proposed business transaction concerning MSK and the Coliseum Project, as a result of which Ratner has further engaged in decisions and actions which are designed and orchestrated by Ratner to benefit and aid MSK to the detriment and harm of NEC and the Joint Venture, and which decisions and actions have caused and continue to cause harm. and detriment to NEC and the Joint Venture. 193. Although BDG welcomes MSK to the site, its proposed facility does present certain issues that must be addressed and as alleged herein, due to his conflict of interest, Ratner appears to be unwilling to properly or fully address those issues in the context of the Joint Venture. 194. By reason of the foregoing, the Forest City Companies and Ratner have breached their fiduciary duties to NEC, causing damages to NEC in an amount to be established at trial, FIFTH CAUSE OF ACTION (LORTIOUS INTERFERENCE WITH CONTRACT) 195. BDG repeats, reiterates and re-alleges each and every allegation contained in the foregoing paragraphs of this Verified Complaint with the same force and effect as if more fully 0016152241) 41set forth at length herein. 196. As alleged herein in more detail, BDG and the Forest City Companies entered into the Joint Venture Agreement in July 2013, 197. The Forest City Companies have breached the Joint Venture Agreement by, inter alia, wrongfully excluding BDG from the Joint Venture operations and decision-making and have otherwise taken actions in contravention to BDG's rights and interests thereunder. 198. Ratner personally directed the actions of the Forest City Companies resulting in the exclusion of BDG from the Joint Venture in direct contravention to the Joint Venture Agreement. 199, In so doing, Ratner acted improperly, maliciously, and/or solely for his own personal gain, including, but not limited to, benefitting his own personal relationship and affiliation with and as a member of the Board of Directors of MSK while disregarding the rights and interests of BDG. 200. Based upon Ratner’s intentional interference with the Joint Venture Agreement, BDG has been damaged thereby and is entitled to compensatory and exemplary damages, in an amount to be established at trial. WHEREFORE, BDG demands judgment as follows: a. Upon the First Cause of Action: i, Declaring that: (a) the Joint Venture Agreement between BDG and the Forest City Companies is a valid and enforceable agreement and that BDG is a member and owner of NEC; (b) that by reason thereof, BDG owns a 50% ownership interest in the Retail ‘Space and Future Development Space, and a 5% ownership interest in the Arena Space; (c) that (oaisis22.) 42BDG and the Forest City Companies have joint-decision making authority over all major decisions affecting the Joint Venture; and (d) otherwise declaring the rights and relations of the parties; and Gi) Granting a preliminary and permanent order and injunction, directing the Forest City Companies and Ratner to comply with their obligations to BDG under the Joint Venture Agreement, including, but not limited to, recognizing BDG as a 50% owner of the Retail Space and Future Development Space and a 5% owner of the Arena Space, with joint-decision ‘making authority over all major decisions affecting the Retail Space and Future Development Space, and restraining and enjoining the defendants from engaging in or taking any further actions to divert business, profits, and corporate opportunities from the Joint Venture to themselves or others; from taking any action that requires joint consent; and from otherwise taking any actions which would impair, defeat, interfere with, or adversely affect BDG’s rights with respect to the Joint Venture Agreement; and from otherwise acting outside the ordinary course of business with respect to the Joint Venture Agreement; b. Upon the Second and Third Causes of Action, awarding compensatory and exemplary damages in favor of BDG and against defendants, jointly and severally, in an amount to be established at trial; c. Upon the Fourth Cause of Action, awarding compensatory and exemplary damages in favor of NEC and against defendants, jointly and severally, in an amount to be established at trial; 4. Upon the Fifth Cause of Action, awarding compensatory and exemplary damages in favor of BDG and against Ratner, personally, in an amount to be established at trial; and o0161522-1) 43e. Awarding BDG such other, further, and different relief as to the Court may seem just and proper, including attorneys’ fees, costs and expenses of this action. Dated: Garden City, New York (oo1sis22-1) March 31, 2015 berg, Esq. ‘alica & Birney LLP Attorneys for Blumenfeld Development Group Ltd. 100 Garden City Plaza, Suite 408 Garden City, New York 11530 (516) 747-7400STATE OF NEW YORK. ~_r COUNTY OF NASSAU BRAD BLUMENFELD, being duly deposes and says: am a Vice President of the plaintiff Blumenfeld Development Group Ltd. I have read ‘the foregoing Verified Complaint and know the contents thereof. The same is true to my own. Knowledge except to those matters therein stated to be alleged upon information and belief, and as to those matters I believe them to be true. “wd teal ‘Swom to before me this 3st day of March 2015. DAVID SKAPLAN Notary Public» State of New York: NO, O2KAG010914 ‘uated in Nase Cs ‘My Comission Expires teansis221) 45