COURT OF COMMON PLEAS CLERMONT COUNTY, OHIO FAIRWAYS AT ROYAL OAK LLC and REALSOURCE PROPERTIES OP, LP and RS FAIRWAYS, LLC c/o Katz, Teller, Brant & Hild, LPA 255 East Fifth Street, Suite 2400 Cincinnati, Ohio 45202 Plaintiffs, ¥ ORP FAIRWAYS, LLC Please serve: ORP FAIRWAYS, LLC e/o Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, Ohio 43221 Defendant. ‘2022 CMH QORSA WEE HADDAD, sa UDGE HADDAD Case No. COMPLAINTPlaintiffs, by and through their undersigned counsel, state and aver the following as their Complaint against Defendant ORP Fairways, LLC: ‘THE PARTIES 1. Defendant ORP Fairways, LLC is the former owner of certain land, buildings and other improvements located in Clermont County, Ohio at 380 St. Andrews Drive, Cincinnati, Ohio 45245. 2. On October 14, 2021, Defendant entered into an Agreement of Purchase and Sale (as amended, modified, or assigned, the “Agreement”) with Plaintiff RealSource Properties OP, LP (“Purchaser”) relating to the acquisition of this property." 3. On December 28, 2021, Purchaser granted, bargained, sold, conveyed, and assigned to Plaintiff Fairways at Royal Oak LLC (“Assignee”) all of its right, title, and interest in and to the Agreement. Assignee agreed to assume and undertake all of the obligations of Purchaser as purchaser under the Agreement. 4, A true and accurate copy of the Assignment and Assumption of Agreement of Purchase and Sale is attached hereto as Exhibit A. 5. Title to the property currently belongs to Plaintiff RS Fairways, LLC as part of the structure of the Agreement. RS Fairways, LLC was owned by Defendant, but is now owned by Assignee. 6. Asset forth below, the amount in controversy exceeds $25,000. This Court possesses jurisdiction over the subject matter and the parties to this civil action. 7. Venue is proper in this Court because, inter alia, this matter arises from facts | Due to a restriction in the Agreement against recording the Agreement, a true and accurate copy of the Agreement is not attached hereto, but will be provided upon request.occurring in and around Clermont County, Ohio, where Defendant conducted activity giving rise to the claim for relief; Clermont County, Ohio is where Defendant had or has its principal place of business; Clermont County, Ohio is where all or part of the claim for relief arose; Clermont County, Ohio is where the real property at issue is situated; and Clermont County, Ohio is where Assignee and Plaintiff RS Fairways, LLC have their principal place of business or regularly and systematically conducts business activity. FACTUAL BACKGROUND 8. The purchase price paid to Defendant under the Agreement at closing was and remains subject to certain after-the-fact proration credits, including a proration as it pertains to the 2021 real estate taxes and assessments applicable to the Real Property (as such term is defined in the Agreement) (“Taxes”). 9. Section 5.1(6)(i) and (ji) of the Agreement explicitly state: “ . . . With respect to the 2021 real estate tax bill: (i) [Defendant] shall be obligated for a prorated portion of such Taxes from the beginning of the year to but excluding the Closing Date determined by multiplying the total amount of such Taxes by a fraction, the numerator of which is the number of days from and including January 1 of the year of Closing to and including the day prior to the Closing Date and the denominator of which is 365; and (ii) Purchaser shall be obligated for the balance of such Taxes determined by multiplying the total amount of such Taxes by a fraction, the numerator of which is the number of days from and including the Closing Date to and including December 31 of the year of Closing and the denominator of which is 365.” 10. Section 5(c) of the Agreement states that “.. . Ifthe 2021 tax bill is not available as of the Closing Date, then the proration described in clause (b) above shall be based on the 2020 tax bill for the Property, after incorporating all applicable discounts for payment of such2020 taxes and assessments on the earliest date such payment is accepted, and such proration shall be reprorated after the Closing once the 2021 tax bill is available.” 11, The Closing Date was December 28, 2021. 12. The 2021 tax bill was not available as of the Closing Date. 13, In July 2022, the Clermont County Board of Revision adjusted the value of the Real Property (as such term is defined in the Agreement) by over $26,000,000 for tax year 2021 14. Asaresult, the Taxes have dramatically increased. 15. True and accurate copies of the Notice of Deci for BOR Case 2021-0142 and corrected bills are attached hereto as Exhibit B. 16. Now that the 2021 tax bill is available, Defendant has refused to pay the Taxes in accordance with the Agreement. COUNT I - BREACH OF CONTRACT 17. Plaintiffs incorporate the foregoing paragraphs as if fully restated herein. 18. The Agreement is a valid, binding, and enforceable contract. 19, Plaintiffs have fully performed under the Agreement and fulfilled their contractual obligations. 20. Defendant has breached the Agreement through its failure to pay the Taxes in accordance with the terms of the Agreement. 21. Plaintiffs have been damaged as a result of Defendant’s breach of the Agreement in an amount to be proven at trial, but in excess of the jurisdictional minimum of this Court. 22. Plaintiffs are also entitled to receive from Defendant payment of their costs and attorneys’ fees pursuant to the terms of the Agreement.col Il — UNJUST ENRICHMENT (in the alternative to Count 23. Plaintiffs incorporate the foregoing paragraphs as if fully restated herein. 24, Plaintiff's conferred a benefit upon Defendant. 25. Defendant has knowledge of the benefit and has retained such benefit under circumstances where it would be unjust to do so without payment. 26. Plaintiffs have been damaged in an amount to be proven at trial, but in excess of the jurisdictional minimum of this Court. COUNT MONEY HAD AND RECEIVED (in the alternative to Count 1) 27. Plaintiffs incorporate the foregoing paragraphs as if fully restated herein, 28, Defendant has acted to withhold money that in justice and equity belongs to Plaintiffs. 29, Plaintiffs have been damaged in an amount to be proven at trial, but in excess of the jurisdictional minimum of this Court, WHEREFORE, Plaintiffs demand judgment against Defendant as follows: (@) damages in an amount to be proven at trial, but expected to be in excess of the jurisdictional minimum of this Court; (b) enforcement of the Agreement; (©) attomeys? fees; @ costs; and (© any further relief to which Plaintiffs may be entitled.Respectfully Submitted, (0096964) Attomey for Plaintiffs Katz, Teller, Brant & Hild, LPA 255 East Fifth Street, Suite 2400 Cincinnati, OH 45202 (513) 977-3484 Telephone (613) 977-3484 Fax amargeaux@katzteller.com PRAECIPE FOR SERVICE Please serve the Summons and Complaint on Defendant by certified mail, return receipt requested, at the address listed in the caption of the case. Ashley a waa (0096964)