Preview
Filing# 136232045 E-Filed 10/08/2021 04:57:29 PM
IN THE CIRCUIT COURT OF THE
SEVENTEENTH JUDICIAL CIRCUIT, IN AND
FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
CASE NO. CACE21016240
STRIKE X, LLC,
Plaintiff,
V.
THE VILLAGE AT GULFSTREAM
PARK, LLC,
Defendant.
i
THE VILLAGE AT GULFSTREAM PARK, LLC's
ANSWER AND AFFIRMATIVE DEFENSES
AND
MOTION TO STRIKE DEMAND FOR JURY TRIAL
Defendant, The Village at Gulfstream Park, LLC ("Gulfstream") answers the Complaint
Strike X, LLC ("Tenant"),asserts
made by the Plaintiff, affirmative defenses, and moves to strike
demand for and
jury trial, states:
INTRODUCTION
1. Gulfstream Park is an entertainment destination located in Hallandale Beach,
Florida. includes an open-airmall. At
Aside from the Gulfstream Park racetrack,the facility all
times material,Plaintiff is,and has been, a tenant in the open-airmall since approximately 2015.
Tenant's current lease does not expireuntil approximately2023 ("Lease No. 1"). This case has
nothing to do with Lease No. 1. While Lease No. 1 was still in effect,on August 5,2020, the
partiesentered into a second Lease ("LeaseNo. 2") under which Tenant was not to take possession
until approximately2022 or later.
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/08/2021 04:57:29 PM.****
This case is solelyabout Lease No. 2. Lease No. 2 was entered into in contemplationof a
future re-designof some or all of the open-airmall. The redesign of the mall envisioned the
bowling alleytenant moving from its current space to a different buildingwithin the same open-
air mall. Gulfstream and Tenant contemplatedthat Lease No. 1 would terminate once the Tenant
took possessionof the space contemplated under Lease No. 2.
Well before the Tenant ever commenced the build-out ofthe new space, Landlord came to
believe that the re-designof the mall would likelycontemplate a realignmentof the building
structures and that the re-alignmentwould affect the Size and location ofthe space that the Tenant
was contemplating for its under space under Lease No. 2. Consequently, Gulfstream advised
Tenant that Gulfstream would not proceed with the build-out of the Tenant's future space and
offered to compensate the Tenant for its documented out of pocket costs as contemplated under
the Lease. Gulfstream invited the tenant to submit its costs for reimbursement. Instead of
submittingits costs, the Tenant filed the instant lawsuit seeking a panoply of damages expressly
forbidden under Lease No. 2. The remainder of the allegationnot expresslyadmitted herein is
denied.
JURISDICTION, PARTIES, AND VENUE
2. Gulfstream is without sufficient knowledge to admit or deny the allegations
contained in paragraph2 and therefore denies this allegation.
3 Gulfstream admits that it is a Delaware Limited LiabilityCompany but denies the
remaining allegations.
4. Gulfstream admits that this Court has subjectmatter jurisdiction
pursuant to Fla.
Stat. § 26.012 and that Plaintiff seeks damages in excess of $40,000,000 but denies that Plaintiff
is entitled to these damages.
2
5. Admitted.
6. Admitted.
GENERAL ALLEGATIONS
7. Admitted.
8 Admitted.
9- Gulfstream admits that Gulfstream Park Racing Association, Inc. and Village at
Gulfstream Park, LLC are owned by the Stronach Group and that Belinda Stronach is the daughter
of Frank Stronach; but denies all other allegations
in Paragraph 9.
10. Gulfstream admits that it leased space 1505 to Plaintiff pursuant to a lease dated
of Paragraph 10.
July 22,2013 but denies the remainingallegations
11. Gulfstream is without sufficient knowledge to admit or deny the allegations
contained in this paragraph and therefore denies this allegation.
12. Denied.
13. Denied.
14. Gulfstream admits that it entered a lease with Tenant, the terms of the Lease speak
for themselves. Gulfstream denies in consistent therewith.
any allegations
15. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream
denies any allegations
in consistent therewith.
16. Gulfstream admits that Exhibit B and § 6.1(a)-(d)
of the Lease speak for themselves
but Gulfstream denies any allegations
in consistent therewith.
17. Gulfstream states that § 1.0 (e) of the Lease speaks for itself and denies any
inconsistent therewith. All remaining allegations
allegations are denied.
3
18. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream
denies any allegations
in consistent therewith.
19. Gulfstream admits that the terms of the Lease speak for themselves; provided
however the rightto specificperformance is not an available remedy to Tenant because, among
other reasons, the property is not unique,money damages, if any, is an adequate remedy at law,
the relief sought is not available under Florida law, the factual circumstances as alleged in the
complaint do not warrant specificperformance, specificperformance as a remedy is neither
possiblenor feasible,and the remedy provisionofthe lease,as stated,is vague, ambiguous, subject
to and unenforceable. In further response, Gulfstream denies any
multiple interpretations
in consistent therewith.
allegations
20. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream
denies any allegations
in consistent therewith.
21. Denied.
22. Gulfstream admits that Marie Long sent a letter to Plaintiff on April 13, 2021, but
contained in Paragraph22.
denies all other allegations
23. Gulfstream admits it offered to compensate Tenant for its out-o f-pocketexpenses
of paragraph 23.
but denies the remaining allegations
24. Gulfstream is without knowledge as to what Tenant "wants" but denies that Tenant
is entitled to the relief that it seeks.
25. Denied. In further response, exhibit "C" speaks for itself and Gulfstream denies
Tenant's entitlement to any of the relief sought therein.
26. Denied.
27. Denied.
4
28. Gulfstream is without sufficient knowledge to admit or deny the allegations
contained in paragraph 28 and therefore denies this allegation.
CAUSES OF ACTION
COUNT I -BREACH OF CONTRACT/SPECIFIC PERFORMANCE
29. Gulfstream reallegesits responses to Paragraphs 1 through 28 above, as fullyset
forth herein.
30. Denied. Gulfstream admits that this action purports to seek relief for breach of
contract and specific
performance. Gulfstream denies that Plaintiffis entitled to the reliefit seeks.
31. Denied.
32. Denied.
33. Denied.
34. Denied. performance is not an available
In further response, the rightto specific
remedy to Tenant because, among other reasons, the property is not unique, money damages, if
any, is an adequateremedy at law, the relief sought is not available under Florida law, the factual
circumstances as alleged in the complaint do not warrant specific performance, specific
performance as a remedy is and the
neither possiblenor feasible, remedy provisionofthe lease,as
and unenforceable.
stated,is vague, ambiguous, subjectto multipleinterpretations
COUNT II-BREACH OF CONTRACT/BREACH OF THE IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING
35. Gulfstream repeats its responses to Paragraphs 1 through 28 above, as fullyset forth
herein.
36. Gulfstream admits the allegations
contained in Paragraph 37.
37. Gulfstream admits the allegations
contained in Paragraph 38.
5
38. Denied.
39. Denied.
40. Denied.
41. Denied. In further response, "specialdamages and lost profits"are, by agreement
of the Tenant, was expresslywaived and therefore disallowed under the Lease.
COUNT III-VIOLATION OF FLORIDA DECEPTIVE AND UNFAIR TRADE
PRACTICES ACT
42. Gulfstream repeats its responses to Paragraphs 1 through 28 above, as fullyset forth
herein.
43. Gulfstream admits that this action purports to seek relief for an allegedviolation of
the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), but Gulfstream denies that
Plaintiff is entitled to the relief it seeks.
44. Denied as that terms is defined under FDUTPA.
45. Denied.
46. Denied.
47. Denied.
AFFIRMATIVE DEFENSES
FIRST AFFIRMATIVE DEFENSE
The rightto specificperformance is not an available remedy to Tenant because, among
other reasons, the property is not unique,money damages, if any, is an adequateremedy at law,
the relief sought is not available under Florida law, the factual circumstances as alleged in the
complaint do not warrant specificperformance, specificperformance as a remedy is neither
possiblenor feasible,and the remedy provisionofthe lease,as stated,is vague, ambiguous, subject
and unenforceable.
to multipleinterpretations
6
SECOND AFFIRMATIVE DEFENSE
Plaintiff's claims are barred, in whole or in part, because Plaintiff failed to mitigateits
daniages.
THIRD AFFIRMATIVE DEFENSE
Plaintiff's claims fail wholly or in part based on the doctrine of waiver because Tenant
failed and refused to accept the remedy tendered Gulfstream, to wit: the Tenant's out of pocket
expenses.
FOURTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail wholly or in part based on the doctrine of estoppelbecause Tenant
failed and refused to accept the agreed upon remedy tendered Gulfstream, to wit: the Tenant's out
of pocket expenses, which remedy Gulfstream relied upon to its detriment.
SIXTH AFFIRMATIVE DEFENSE
Plaintiff is not entitled to specificperformance because specificperformance is an
equitableremedy and Plaintiff has available an adequate remedy at law.
SEVENTH AFFIRMATIVE DEFENSE
Plaintiff's claims for breach of contract and breach of implied covenant of good faith and
fair dealing are barred because Plaintiff has not identified an express provisionof the Lease to
which Gulfstream exercised its discretion allegedlynot in good faith.
EIGHTH AFFIRMATIVE DEFENSE
Plaintiff is not entitled to specificperformance pursuant to the general rule under Florida
case law that specific
performance is not an available remedy in a commercial lease.
7
NINTH AFFIRMATIVE DEFENSE
Plaintiff is barred, or otherwise waived its rightto seek, any damages other than direct
damages and, among other things,waived all claims for consequentialdamages, incidental
damages, or lost profits
pursuant to Section 26.14 of the Lease.
TENTH AFFIRMATIVE DEFENSE
Plaintiff's FDUTPA claim is barred because the conduct allegedin the complaint arises
from, and is neither separate nor independent from, the terms of the Lease.
ELEVENTH AFFIRMATIVE DEFENSE
Plaintiff' s FDUTPA claim is barred because Plaintiff fails to state with particularity
the
unlawful and unfair methods of sale and competition,unconscionable acts or practices,
and unfair
or deceptiveacts or practicesGulfstream engaged in independent from the terms and conditions
of the Lease.
TWELFTH AFFIRMATIVE DEFENSE
By refusingto accept Gulfstream's tender ofpayment ofwhatever damages Tenant was
legallyentitled,Gulfstream is the prevailingparty in any outcome of this lawsuit,and it entitled
to the recovery of its reasonable attorney'sfees and expenses.
8
MOTION TO STRIKE DEMAND FOR JURY TRIAL
Pursuant to Section 26.15 of the Lease, Plaintiff waived its rightto a jury trial.
Respectfullysubmitted,
GREENBERG TRAURIG, P.A.
333 S.E. 2 nd Avenue, Suite 4400
Miami, Florida 33131
Telephone: (305) 579-0519
Facsimile: (305) 579-0717
By: s/Michael N. Kreitzer
Michael N. Kreitzer, Esq.
Florida Bar No. 705561
kreitzerm@gtlaw.com
belloy@gtlaw.com
flservice@gtlaw.com
Jordanna Ishmael, Esq.
Florida Bar No. 1011647
ishmaelj@gtlaw.com
abrahamd@gtlaw.com
Attorneysfor Villageat Gulfstream Park, LLC
CERTIFICATE OF SERVICE
WE HEREBY CERTIFY that a true and correct copy ofthe foregoingwas electronically
filed with the Clerk of the Court using the Florida Courts E-FilingPortal. I also certifythat the
foregoingdocument is being served on this 8th day of October 2021 by e-mail generatedby the E-
Portal system upon:
ZARCO EINHORN SALKOWSKI & BRITO, P.A.
One Biscayne Tower
2 South Biscayne Boulevard, 34th Floor
Miami, Florida 33131
Telephone: (305) 374-5418
Facsimile: (305) 374-5428
9
Robert Zarco
Florida Bar No. 502138
rzarco@zarcolaw.com
Robert F. Salkowski
Florida Bar No. 903124
rsalkowski@zarcolaw.com
acoro@zarcolaw.com
Mary Nikezic
Florida Bar No. 92928
mnikezic@zarcolaw.com
eservice@zarcolaw.com
Colby Conforti
Florida Bar No. 903124
cconforti@zarcolaw.com
eservice@zarcolaw.com
By: s/Michael N. Kreitzer
10
Preview
Filing# 136232045 E-Filed 10/08/2021 04:57:29 PM IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT, IN AND FOR BROWARD COUNTY, FLORIDA CIVIL DIVISION CASE NO. CACE21016240 STRIKE X, LLC, Plaintiff, V. THE VILLAGE AT GULFSTREAM PARK, LLC, Defendant. i THE VILLAGE AT GULFSTREAM PARK, LLC's ANSWER AND AFFIRMATIVE DEFENSES AND MOTION TO STRIKE DEMAND FOR JURY TRIAL Defendant, The Village at Gulfstream Park, LLC ("Gulfstream") answers the Complaint Strike X, LLC ("Tenant"),asserts made by the Plaintiff, affirmative defenses, and moves to strike demand for and jury trial, states: INTRODUCTION 1. Gulfstream Park is an entertainment destination located in Hallandale Beach, Florida. includes an open-airmall. At Aside from the Gulfstream Park racetrack,the facility all times material,Plaintiff is,and has been, a tenant in the open-airmall since approximately 2015. Tenant's current lease does not expireuntil approximately2023 ("Lease No. 1"). This case has nothing to do with Lease No. 1. While Lease No. 1 was still in effect,on August 5,2020, the partiesentered into a second Lease ("LeaseNo. 2") under which Tenant was not to take possession until approximately2022 or later. *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/08/2021 04:57:29 PM.**** This case is solelyabout Lease No. 2. Lease No. 2 was entered into in contemplationof a future re-designof some or all of the open-airmall. The redesign of the mall envisioned the bowling alleytenant moving from its current space to a different buildingwithin the same open- air mall. Gulfstream and Tenant contemplatedthat Lease No. 1 would terminate once the Tenant took possessionof the space contemplated under Lease No. 2. Well before the Tenant ever commenced the build-out ofthe new space, Landlord came to believe that the re-designof the mall would likelycontemplate a realignmentof the building structures and that the re-alignmentwould affect the Size and location ofthe space that the Tenant was contemplating for its under space under Lease No. 2. Consequently, Gulfstream advised Tenant that Gulfstream would not proceed with the build-out of the Tenant's future space and offered to compensate the Tenant for its documented out of pocket costs as contemplated under the Lease. Gulfstream invited the tenant to submit its costs for reimbursement. Instead of submittingits costs, the Tenant filed the instant lawsuit seeking a panoply of damages expressly forbidden under Lease No. 2. The remainder of the allegationnot expresslyadmitted herein is denied. JURISDICTION, PARTIES, AND VENUE 2. Gulfstream is without sufficient knowledge to admit or deny the allegations contained in paragraph2 and therefore denies this allegation. 3 Gulfstream admits that it is a Delaware Limited LiabilityCompany but denies the remaining allegations. 4. Gulfstream admits that this Court has subjectmatter jurisdiction pursuant to Fla. Stat. § 26.012 and that Plaintiff seeks damages in excess of $40,000,000 but denies that Plaintiff is entitled to these damages. 2 5. Admitted. 6. Admitted. GENERAL ALLEGATIONS 7. Admitted. 8 Admitted. 9- Gulfstream admits that Gulfstream Park Racing Association, Inc. and Village at Gulfstream Park, LLC are owned by the Stronach Group and that Belinda Stronach is the daughter of Frank Stronach; but denies all other allegations in Paragraph 9. 10. Gulfstream admits that it leased space 1505 to Plaintiff pursuant to a lease dated of Paragraph 10. July 22,2013 but denies the remainingallegations 11. Gulfstream is without sufficient knowledge to admit or deny the allegations contained in this paragraph and therefore denies this allegation. 12. Denied. 13. Denied. 14. Gulfstream admits that it entered a lease with Tenant, the terms of the Lease speak for themselves. Gulfstream denies in consistent therewith. any allegations 15. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream denies any allegations in consistent therewith. 16. Gulfstream admits that Exhibit B and § 6.1(a)-(d) of the Lease speak for themselves but Gulfstream denies any allegations in consistent therewith. 17. Gulfstream states that § 1.0 (e) of the Lease speaks for itself and denies any inconsistent therewith. All remaining allegations allegations are denied. 3 18. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream denies any allegations in consistent therewith. 19. Gulfstream admits that the terms of the Lease speak for themselves; provided however the rightto specificperformance is not an available remedy to Tenant because, among other reasons, the property is not unique,money damages, if any, is an adequate remedy at law, the relief sought is not available under Florida law, the factual circumstances as alleged in the complaint do not warrant specificperformance, specificperformance as a remedy is neither possiblenor feasible,and the remedy provisionofthe lease,as stated,is vague, ambiguous, subject to and unenforceable. In further response, Gulfstream denies any multiple interpretations in consistent therewith. allegations 20. Gulfstream admits that the terms of the Lease speak for themselves. Gulfstream denies any allegations in consistent therewith. 21. Denied. 22. Gulfstream admits that Marie Long sent a letter to Plaintiff on April 13, 2021, but contained in Paragraph22. denies all other allegations 23. Gulfstream admits it offered to compensate Tenant for its out-o f-pocketexpenses of paragraph 23. but denies the remaining allegations 24. Gulfstream is without knowledge as to what Tenant "wants" but denies that Tenant is entitled to the relief that it seeks. 25. Denied. In further response, exhibit "C" speaks for itself and Gulfstream denies Tenant's entitlement to any of the relief sought therein. 26. Denied. 27. Denied. 4 28. Gulfstream is without sufficient knowledge to admit or deny the allegations contained in paragraph 28 and therefore denies this allegation. CAUSES OF ACTION COUNT I -BREACH OF CONTRACT/SPECIFIC PERFORMANCE 29. Gulfstream reallegesits responses to Paragraphs 1 through 28 above, as fullyset forth herein. 30. Denied. Gulfstream admits that this action purports to seek relief for breach of contract and specific performance. Gulfstream denies that Plaintiffis entitled to the reliefit seeks. 31. Denied. 32. Denied. 33. Denied. 34. Denied. performance is not an available In further response, the rightto specific remedy to Tenant because, among other reasons, the property is not unique, money damages, if any, is an adequateremedy at law, the relief sought is not available under Florida law, the factual circumstances as alleged in the complaint do not warrant specific performance, specific performance as a remedy is and the neither possiblenor feasible, remedy provisionofthe lease,as and unenforceable. stated,is vague, ambiguous, subjectto multipleinterpretations COUNT II-BREACH OF CONTRACT/BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING 35. Gulfstream repeats its responses to Paragraphs 1 through 28 above, as fullyset forth herein. 36. Gulfstream admits the allegations contained in Paragraph 37. 37. Gulfstream admits the allegations contained in Paragraph 38. 5 38. Denied. 39. Denied. 40. Denied. 41. Denied. In further response, "specialdamages and lost profits"are, by agreement of the Tenant, was expresslywaived and therefore disallowed under the Lease. COUNT III-VIOLATION OF FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT 42. Gulfstream repeats its responses to Paragraphs 1 through 28 above, as fullyset forth herein. 43. Gulfstream admits that this action purports to seek relief for an allegedviolation of the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), but Gulfstream denies that Plaintiff is entitled to the relief it seeks. 44. Denied as that terms is defined under FDUTPA. 45. Denied. 46. Denied. 47. Denied. AFFIRMATIVE DEFENSES FIRST AFFIRMATIVE DEFENSE The rightto specificperformance is not an available remedy to Tenant because, among other reasons, the property is not unique,money damages, if any, is an adequateremedy at law, the relief sought is not available under Florida law, the factual circumstances as alleged in the complaint do not warrant specificperformance, specificperformance as a remedy is neither possiblenor feasible,and the remedy provisionofthe lease,as stated,is vague, ambiguous, subject and unenforceable. to multipleinterpretations 6 SECOND AFFIRMATIVE DEFENSE Plaintiff's claims are barred, in whole or in part, because Plaintiff failed to mitigateits daniages. THIRD AFFIRMATIVE DEFENSE Plaintiff's claims fail wholly or in part based on the doctrine of waiver because Tenant failed and refused to accept the remedy tendered Gulfstream, to wit: the Tenant's out of pocket expenses. FOURTH AFFIRMATIVE DEFENSE Plaintiff's claims fail wholly or in part based on the doctrine of estoppelbecause Tenant failed and refused to accept the agreed upon remedy tendered Gulfstream, to wit: the Tenant's out of pocket expenses, which remedy Gulfstream relied upon to its detriment. SIXTH AFFIRMATIVE DEFENSE Plaintiff is not entitled to specificperformance because specificperformance is an equitableremedy and Plaintiff has available an adequate remedy at law. SEVENTH AFFIRMATIVE DEFENSE Plaintiff's claims for breach of contract and breach of implied covenant of good faith and fair dealing are barred because Plaintiff has not identified an express provisionof the Lease to which Gulfstream exercised its discretion allegedlynot in good faith. EIGHTH AFFIRMATIVE DEFENSE Plaintiff is not entitled to specificperformance pursuant to the general rule under Florida case law that specific performance is not an available remedy in a commercial lease. 7 NINTH AFFIRMATIVE DEFENSE Plaintiff is barred, or otherwise waived its rightto seek, any damages other than direct damages and, among other things,waived all claims for consequentialdamages, incidental damages, or lost profits pursuant to Section 26.14 of the Lease. TENTH AFFIRMATIVE DEFENSE Plaintiff's FDUTPA claim is barred because the conduct allegedin the complaint arises from, and is neither separate nor independent from, the terms of the Lease. ELEVENTH AFFIRMATIVE DEFENSE Plaintiff' s FDUTPA claim is barred because Plaintiff fails to state with particularity the unlawful and unfair methods of sale and competition,unconscionable acts or practices, and unfair or deceptiveacts or practicesGulfstream engaged in independent from the terms and conditions of the Lease. TWELFTH AFFIRMATIVE DEFENSE By refusingto accept Gulfstream's tender ofpayment ofwhatever damages Tenant was legallyentitled,Gulfstream is the prevailingparty in any outcome of this lawsuit,and it entitled to the recovery of its reasonable attorney'sfees and expenses. 8 MOTION TO STRIKE DEMAND FOR JURY TRIAL Pursuant to Section 26.15 of the Lease, Plaintiff waived its rightto a jury trial. Respectfullysubmitted, GREENBERG TRAURIG, P.A. 333 S.E. 2 nd Avenue, Suite 4400 Miami, Florida 33131 Telephone: (305) 579-0519 Facsimile: (305) 579-0717 By: s/Michael N. Kreitzer Michael N. Kreitzer, Esq. Florida Bar No. 705561 kreitzerm@gtlaw.com belloy@gtlaw.com flservice@gtlaw.com Jordanna Ishmael, Esq. Florida Bar No. 1011647 ishmaelj@gtlaw.com abrahamd@gtlaw.com Attorneysfor Villageat Gulfstream Park, LLC CERTIFICATE OF SERVICE WE HEREBY CERTIFY that a true and correct copy ofthe foregoingwas electronically filed with the Clerk of the Court using the Florida Courts E-FilingPortal. I also certifythat the foregoingdocument is being served on this 8th day of October 2021 by e-mail generatedby the E- Portal system upon: ZARCO EINHORN SALKOWSKI & BRITO, P.A. One Biscayne Tower 2 South Biscayne Boulevard, 34th Floor Miami, Florida 33131 Telephone: (305) 374-5418 Facsimile: (305) 374-5428 9 Robert Zarco Florida Bar No. 502138 rzarco@zarcolaw.com Robert F. Salkowski Florida Bar No. 903124 rsalkowski@zarcolaw.com acoro@zarcolaw.com Mary Nikezic Florida Bar No. 92928 mnikezic@zarcolaw.com eservice@zarcolaw.com Colby Conforti Florida Bar No. 903124 cconforti@zarcolaw.com eservice@zarcolaw.com By: s/Michael N. Kreitzer 10