TOWNSHIP BUILDING SERVICES, NC. A CALIFORNIA VS. GRUBB & ELLIS MANAGEMENT SERVICES, INC. et al

Township is a corporation qualified to do business in California, with its principal

office in the City of Novato, County of Marin, State of California. Non-plaintiff John N. Gill is

the president and CEO of Township.

Township is a janitorial contractor and provides cleaning and custodial services

for commercial, retail, pharmacy, and grocery properties throughout Northern California.

Township is informed and believes, and thereupon alleges, that defendant Grubb

& Ellis Management Services, Inc. (“Grubb & Ellis”), is a corporation; that Conroe Ventures,

Complaint

Township v. Grubb & Ellis, et al. 1LLC (“Conroe”), is a limited liability company; that API Fox Plaza, LLC (“API”) is a limited

liability company; and that ASN Fox Plaza, LLC (“ASN” or “Archstone”) is a limited liability

company. Township is informed and believes and thereupon alleges that each of the defendants i:

an agent of the others.

The true names and capacities of defendants named herein DOES 1 through 50,

inclusive, whether individual, corporate, associate, or otherwise, are unknown to Township who

therefore sues such defendants by such fictitious names pursuant to California Code of Civil

Procedure §474. Township is informed and believes that DOE defendants are California

residents. Township will amend this Complaint to show true names and capacities when they

have been determined.

Among the properties that Township cleaned is Fox Plaza, a building located at

1390 Market Street in the City and County of San Francisco. Township began servicing the

building on or around August 1, 2000. Township concluded services on October 31, 2005.

When Township began its tenure at Fox Plaza, the building was owned and

managed by non-defendant Calfox, Inc. (““Calfox”). Township had a written contract with Calfo:

which remained in force and effect until on or around July 6, 2005. (Exhibit A)

Township is informed and believes, and thereupon alleges, the defendants

purchased the building and came into ownership on or around July 7, 2005.

Township continued to service the building after July 7, 2005 by offer of

defendants. Specifically, defendant Archstone, by its employee non-defendant Tamara Thomas,

extended the offer on July 15, 2005. Township accepted the offer. (Exhibit B) Township is

informed and believes and thereupon alleges that Grubb & Ellis continued to manage the

property and give directions for cleaning services to Township.

Township and the defendants did not enter into a written contract. Instead

Township continued to service the building per a month-to-month oral extension of the

Township/Calfox contract. Defendants recognized that this month-to-month oral extension

existed by terminating it in their letter of September 30, 2005. The letter was written by non-

defendant Anthony Kleppe (“Kleppe”), Senior Portfolio Manager of Grubb & Ellis and agent for

API. (Exhibit B)

Complaint

Township v. Grubb & Ellis, et al. 228

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Township fully and faithfully performed all conditions, covenants, and promises

required of it by the contract during the months of July, August, September, and October of 2005.

except those which were prevented by or excused by the defendants.

Il. Township billed defendants for services every month. (Exhibit C) Specifically,

Township addressed its bills to defendant Archstone. Defendants paid Township in full for July

and August 2005. Defendants did not pay Township for September and October services, and

have not paid to date. The total amount for unpaid services is $96,106.83. As of January 25,

2006, when Township made a final demand for payment, interest had accrued in the amount of

$3,544.41. The total owed as of. January 25, 2006, was $99,651.24.

Neither Township nor any of its officers excused defendants from their duty to

pay for services rendered. There was nothing to prevent defendants from carrying out their

contract duties.

Township, through John N. Gill, sent several demands for payment to the

defendants. In a series of e-mails, defendants, through Anthony Kleppe and Mark Conroe,

President and CEO of Conroe, acknowledged the debt. Defendants promised to pay or claimed

that payment was made. In fact Township has not been paid to date. Township sent a last and

final demand to Anthony Kleppe on January 25, 2006. (Exhibit C)

Causes of Action

FACTS COMMON TO ALL CAUSES OF ACTION

1. Breach of Contract

2. Common Counts

Claim in writing shall constitute a restatement thereof.