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Lawsuits brewing over Citigroup Center sale.


Real estate upstart Eric Hadar could be squeezed out of the sale of the 1.6-million Citigroup Center because of dueling lawsuits that pit Hadar against some former business partners.

The partners, who teamed up with Hadar and his father Richard Hadar to buy 1 E. 57th St., are now trying to prevent the sale of that building. The Hadars plan to use proceeds from the sale to finance the $775 million purchase of the Citigroup Center at 153 E. 53rd St.

But Boston Properties Boston Properties, Inc. (NYSE: BXP) is a self-managed real estate investment trust (REIT) based in Boston, Massachusetts. Its primary focus is "Class A" office space which it acquires, develops, and manages in the major markets of Boston, New York City, Washington, D.C.  Inc., which is a partner in the Citicorp deal but is not involved in the lawsuits, said it planned to move forward with the purchase with or without the Hadars. In a March 28 release, Boston Properties said it still intends to enter into a joint venture agreement with the Hadars as originally planned.

"However, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 recently filed against Eric and Richard Hadar may interfere with the proposed joint venture," the company states. "If the proposed joint venture with Allied cannot be put in place, Boston Properties intends to complete the acquisition of the Citicorp Center The Citicorp Center is any of a variety of skyscrapers in the United States, including:
  • Citicorp Center, in Chicago
  • Citicorp Center, in Los Angeles
  • Citicorp Center, in San Francisco
Citicorp Center
 through its controlling interest controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail
, in accordance with the contract with Dai-Ichi as currently in effect."

"For certain tax reasons, it is highly beneficial to the Hadars to reinvest the proceeds of the sale into another real estate venture," according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 court documents filed by the Hadars.

The sale of 1 E. 57th St. is scheduled to close in May. However, former partners Philip Pilevsky, members of the Gindi families and others -- a group called Blue Chip Emerald LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 in court documents -- are seeking to prevent the sale. The Blue Chip group filed suit two weeks ago against the Hadars seeking $180 million. The group is accusing the Hadars of fraud and breach of contract with respect to a buy-out agreement the two groups entered into prior to the sale of 1 E. 57th St.

Manhattan attorney Eric Wallach, who is representing the Blue Chip group, could not be reached for comment.

The Hadars, however, aren't taking the lawsuit lying down. They filed a counter lawsuit in the matter, claming the Blue Chip suit is the latest in a series of moves to bilk bilk  
tr.v. bilked, bilk·ing, bilks
1.
a. To defraud, cheat, or swindle: made millions bilking wealthy clients on art sales.

b.
 the Hadars out of more money from the 1 E. 57th St. transaction. Manhattan attorney Steven Simkin is representing the Hadars.

"Long-time real estate operator Philip Pilevsky and his associates bring their action in a tortious Wrongful; conduct of such character as to subject the actor to civil liability under Tort Law.

In order to establish that a particular act was tortious, a plaintiff must prove that an actionable wrong existed and that damages ensued from that wrong.
 effort to squeeze more money out of an investment in which plaintiffs have already almost doubled their money in less than eight months," the Hadars' suit states.

Both lawsuits stem from a business relationship dating back more than a year ago. In February 2000, 57th Street Acquisition LLC entered into a contract to buy 1 E. 57th St. The group consists of the Hadars and other business associates. At the time, the property was impaired by a below-market, long-term lease to Time Warner Entertainment Company. The company's lease, which didn't expire until December 2005. was for the basement and first 11 floors of the building, according to the Hadar suit.

"As any New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 real estate professional would understand, the property would greatly increase in value if it became unencumbered Unencumbered

Property that is not subject to any creditor claims or liens.

Notes:
For example, if a house is owned free and clear (meaning the owner owes no mortgage to anyone), it is unencumbered.
 by the Time Warner lease," the Hadar suit states.

Prior to closing on the property, the Hadars brought in the Blue Chip group, which invested $12 million in the property. Under the agreement, the Hadars owned 50.57 percent of the property and the Blue Chip group owned 49.43 percent, according to the Hadar suit.

In the months that followed, the Hadars sought to terminate the Time Warner lease. The Blue Chip group originally consented to the negotiations but later withdrew its support. On Nov. 1, 200 the two groups entered into a buy-out agreement, which called for the Hadars to pay Blue Chip $23.4 million for their portion of the property, according to the Hadar suit.

After the buy-out agreement was reached, the Hadars were successful in terminating the Time Warner lease and reached an agreement to sell the building to LWMH for $200 million.

The Blue Chip group claims that the buy-out agreement was ''procured through fraud and gross violations of fiduciary duty Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne
" and, therefore, it is "ineffective and void." The Hadars disagree.

"Prior to the buy-out agreement, the Hadars had informed the Blue Chip group of the fact that they had held discussions with several parties, such as LVMH LVMH Moët Hennessy-Louis Vuitton (upscale retailer)  and Zegna, with respect to the property," the Hadar suit states.
COPYRIGHT 2001 Hagedorn Publication
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Article Details
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Author:KEITH, NATALIE
Publication:Real Estate Weekly
Article Type:Brief Article
Geographic Code:1USA
Date:Apr 4, 2001
Words:745
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