Motion for Child Support in Hello Living Developer Nostrand Llc, Hello Nostrand Llc v. 1580 Nostrand Mezz Llc, Madison Realty Capital Lp| Trellis.Law

On August 17, 2021 a Motion-Secondary was filed involving a dispute between Hello Living Developer Nostrand Llc, Hello Nostrand Llc, and 1580 Nostrand Mezz Llc, Madison Realty Capital Lp, for Commercial - Business Entity in the District Court of Rockland County.

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FILED: ROCKLAND COUNTY CLERK 09/19/2022 11:55 AM INDEX NO. 034885/2021
NYSCEF DOC. NO. 140 RECEIVED NYSCEF: 09/19/2022

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF ROCKLAND

HELLO LIVING DEVELOPER NOSTRAND LLC
and HELLO NOSTRAND LLC, Index No: 034885/2021

Plaintiffs, MEMORANDUM OF LAW IN
SUPPORT OF PLAINTIFFS’
- against - MOTION FOR A
TEMPORARY RESTRAINING
1580 NOSTRAND MEZZ LLC and MADISON ORDER AND PRELIMINARY
REALTY CAPITAL LP, INJUNCTION

Defendants.

Plaintiffs Hello Living Developer Nostrand LLC (“Developer”) and Hello Nostrand LLC

(“Hello”) submit this Memorandum of Law in Support of the Motion for a Temporary Restraining

Order and Preliminary Injunction in this matter.

PRELIMINARY STATEMENT

Plaintiffs seek entry of an order (i) adding Nostrand Mezz Lender LLC (“Nostrand Mezz”),

the current payee of the mezzanine loan at issue, as a party defendant, and (ii) pursuant to CPLR

6301, issuing a preliminary injunction directing (a) that the “Summary of Path for 421A” document

be withdrawn from the data room and replaced with correct and accurate information concerning

the property’s 421a tax abatement eligibility and (b) that Nostrand Mezz adjourn the UCC sale

currently scheduled to take place on September 21, 2022, at 2:00 p.m., for at least thirty (30) days

to allow sufficient time for accurate material information to be published to the market at large

and disseminated to prospective bidders who have previously inquired with The Corbin Group at

Rosewood Realty.

This Court’s intervention is immediately required to temporarily delay the commercially

unreasonable sale of Developer’s membership interests in Hello (the “Collateral”). Without the

Court’s intervention, Nostrand Mezz intends to sell those interests by public sale on September

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21, 2022, at 2:00 p.m. Allowing the sale to proceed, in light of the manifestly unreasonable sales

process (which includes providing misleading and false information to artificially depress the

likelihood of outside bidders and the value of any outside bids), will irreparably harm the plaintiffs.

As demonstrated below, the plaintiffs are entitled to a temporary restraining order and

preliminary injunction because (a) they are likely to succeed on their claim that because the bidding

procedures are designed so that the defendants and their affiliates will be the only bidder, the

process is commercially unreasonable, (b) the plaintiffs will be irreparably harmed if the UCC sale

is allowed to go forward based upon materially misleading information, and (c) the equities heavily

tip in favor of the plaintiffs.

FACTUAL BACKGROUND AND PROCEDURAL HISTORY

This action was stayed when Developer filed for relief under Chapter 11 of the United

States Bankruptcy Code on December 21, 2021. Developer’s bankruptcy case was dismissed on

July 25, 2022, on the motion of Nostrand Mezz. Nostrand Mezz, an affiliate of the Arch Companies

(“Arch”), had purchased the mezzanine loan at issue in this action from defendant 1580 Nostrand

Mezz LLC (“1580 Nostrand”) in or around March 2022. Another Arch affiliate, Nostrand Senior

Lender LLC (“Lender”), acquired Hello’s mortgage loans for the underlying property at the same

time. Lender recently commenced a foreclosure action in the Supreme Court State of New York,

County of Kings, Index No. 524162/2022.

It should be noted that the so-called mezzanine loan at issue was part of a workout with

respect to the original loan, in which the then owner of the first mortgage created a mezzanine loan

in 2020 during the pandemic shutdown when mortgage foreclosure cases in New York had been

halted. In other words, the instrument that is at issue here is not from a separate and independent

lender. Instead, it is an integral part of the underlying mortgage, intended to supplement the power

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of the lender by effectively removing foreclosure from the judicial process, and is deliberately

designed to prevent Hello from being able to exercise its rights to redeem the underlying mortgage.

Counsel for the plaintiffs became aware several weeks ago of an advertisement by

Rosewood Realty Group for a UCC sale of Developer’s membership interest in Hello. As noted

above, the sale is scheduled for September 21, 2022 at 2 p.m., with a bid deadline of September

19, 2022, at 4 p.m. After repeated phone calls to various lawyers representing the defendants and

their affiliates were unsuccessful in obtaining information about the sale, on August 25, 2022,

Victor A. Worms, Esq. (co-counsel for plaintiffs) sent a letter to Jerold C Feuerstein, Esq., counsel

for the defendants, requesting information about the sale. In addition to requesting information to

confirm that the sale was properly noticed in accordance with the requirements of this Court’s

order of October 25, 2021 (NYSCEF No. 58), the letter specifically requested “a copy of the

complete bidding procedures and terms of sale as well as access to the due diligence data room for

prospective bidders.” Aloe Aff. ¶ 4.

The only response to Mr. Worms’ letter was an email dated August 26, 2022 from Mr.

Feuerstein. That email states in its entirety: “Victor- As you are aware from the participating in

the bankruptcy our client sold the loan to a third party.” Accordingly, on August 30, 2022, counsel

for the plaintiffs sent a letter to Gayle Pollack, Esq., counsel to defendants’ affiliates in the newly-

filed foreclosure action in Kings County (Nostrand Senior Lender LLC v. Hello Nostrand LLC et

al., Index No. 524162/2022). This letter included a copy of Mr. Worms’ letter of August 25, 2022,

and reiterated plaintiffs’ request for information concerning the sale. I received no response from

Ms. Pollack. Aloe Aff. ¶ 6.

On September 6, 2022, Greg Corbin of Rosewood Realty Group sent Mr. Worms a Word

document which purported to be a notice of sale. This document did not include any of the

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information required by the Court in its October 25, 2021 Order, nor did it include any due

diligence or other information that would allow plaintiffs to assess whether the proposed sale

would be commercially reasonable.

Having received no meaningful information regarding the sale in response to these letters,

on September 6, 2022 Mr. Worms submitted a letter to the Court (NYSCEF No. 117) to bring the

Court’s attention to plaintiffs’ concerns with the conduct of defendants and their affiliates in

scheduling the sale and request an emergency conference with the Court. The Court scheduled a

Teams conference on September 12, 2022 and, among other things, directed that counsel for

plaintiffs be provided with full information regarding the sale, including access to the due diligence

data room maintained by Rosewood Realty Group. Counsel for the plaintiffs received access to

the data room on September 13, 2022. Aloe Aff. ¶ 10. Included in the materials maintained in the

data room is a one-page Word document titled “Summary of Path for 421A” a copy of which is

attached as Exhibit A to the Aloe Aff. This document states the following:

Summary of path for 421a
No action was needed to take place before the June 15, 2022 421a expiration date
To qualify for 421a for the expanded building:
Amend plans/combine the tax lots
Reopen the application to file a PAA with cellar level connecting the two buildings
Amend the Building Permit
To enlarge the permit to include the second lot
Renew and expand existing TCO to the full enlarged building
Existing CO originally issued June 24, 2021
Complete the expanded building by June 2026
Pay full taxes on the existing building until the new expanded building is complete
Once TCO for the expanded building is received, follow the typical steps for 421a
application and approval

This document leads prospective bidders to believe that the undeveloped portion of the

property located at 1580 Nostrand Avenue, Brooklyn, New York 11226, Block 5131, lot 106 (“Lot

106”) is ineligible for a 421a tax abatement as of right because the June 15, 2022 1 deadline to

1
Under RPTL § 421-a(16)(a)(xxviii), work had to “commence” by June 15, 2022 for the property to be eligible for
an abatement under that program

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commence work on the undeveloped portion of the property was not met. The assertion that the

June 15, 2022 deadline was not met is false and misleading, and so counsel for plaintiffs sent a

letter on September 15, 2022 to counsel for Nostrand Mezz to correct the record. Aloe Aff. ¶ 16.

Attached to the letter was a copy of a Site Safety Log dated May 22, 2018 (Exhibit B) and a ZD 1

Zoning Diagram (Exhibit C), which conclusively demonstrates that required work commenced 2 in

May of 2018, well before the deadline. Aloe Aff. ¶ 15. Counsel for the plaintiffs then stated in the

letter that the “Summary of Path for 421A” document should be withdrawn from the data room

and replaced with correct and accurate information concerning the property’s 421a tax abatement

eligibility and demanded that Nostrand Mezz adjourn the UCC sale currently scheduled to take for

at least thirty (30) days to allow sufficient time for this material information to be published to the

market at large and disseminated to prospective bidders.

The presence of this false and misleading information will, absent correction, result in a

sales process that is not commercially reasonable. Eligibility for a 421a tax abatement is a

significant component in determining the value of commercial real estate and development

projects in New York City. For a property the size of the one at issue in this proceeding, the

difference in value of the property based upon a 421a tax abatement could be in the tens of millions

of dollars.

This suppression of information regarding the valuation of the property appears to be

intentional. As Nostrand Mezz and the current lenders on the property at issue are affiliates, they

have an incentive to preclude other bidders from participating in the sale and in suppressing the

value of any bids. Aloe Aff. ¶ 21. Instead of seeking to maximize the value of any bids in order to

2
As construction on the project was overseen and monitored by Hello’s lenders, presumably defendants and their
affiliates had this information, but the information available to potential bidders in the data room suggests the opposite.

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recover as much of their investment as possible, it appears that the strategy of Nostrand Mezz is

to gain control of Developer so that it can, as the sole member of Hello, direct the capitulation of

Hello on defaults, resulting in the seizure of ownership of the property and project.

Absent restraint, the plaintiffs will suffer irreparable harm as a result of a commercially

unreasonable sale of the Collateral. Plaintiffs are seeking modest relief; they simply are asking this

Court to direct the removal of the false information from the data room, direct that the

misrepresentations be corrected to those potential bidders who accessed the false information and

scheduling the sale thirty (30) days out from the current sale date so that it can be conducted in a

commercially reasonable manner.

ARGUMENT

Plaintiffs are entitled to a temporary restraining order and preliminary injunction to protect

it from the irreparable harm that will result if Nostrand Mezz continues with the planned

commercially unreasonable UCC sale.

A preliminary injunction may be granted when plaintiff has shown: “(1) a likelihood of

success on the merits; (2) the prospect of irreparable injury if the provisional relief is withheld;

and (3) a balance of the equities tipping in the moving party’s favor.” Apple Air Conditioning &

Appliance Service, Inc. v. Apple Home Heating Corp., 164 A.D.3d 460, 461 (2d Dep’t 2018)

(internal quotations omitted). Similarly, a TRO may be granted “where it appears that immediate

and irreparable injury, loss or damage will result unless the defendant is restrained before the

hearing can be had.” CPLR § 6301. Moreover, New York U.C.C. § 9-625 explicitly authorizes

injunctive relief to prevent a secured lender from foreclosing on property in a commercially

unreasonable manner. See N.Y. U.C.C. § 9-625(a) (allowing the court to “order or restrain

collection, enforcement, or disposition of collateral”). Because the proposed non-judicial

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foreclosure sale is commercially unreasonable and the plaintiffs satisfy the requirements for

injunctive relief, this court should enter a TRO and preliminary injunction barring the currently

scheduled sale.

I. Plaintiffs are Likely to Succeed on the Merits that the Proposed UCC Sale is not
Commercially Reasonable.

A. The New York U.C.C. requires that “all aspects” of the sale be conducted in a
commercially reasonable manner.

Under the UCC, every proposed sale must be a “good faith attempt to dispose of the

collateral to the parties’ mutual best advantage.” Long Island Trust Co. v. Williams, 507 N.Y.S.2d

993, 997 (N.Y. Civ. Ct. 1986) (internal quotations omitted). It is not enough that the sale happens

to benefit the creditor. See id. Under Article 9 of the UCC, “[e]very aspect of a disposition of

collateral, including the method, manner, time, place, and other terms, must be commercially

reasonable.” N.Y. U.C.C. § 9-610(b). As relevant here, Section 9-627(b) provides that a

“disposition of collateral is made in a commercially reasonable manner if the disposition is made.

. . in conformity with reasonable commercial practices among dealers in the type of property that

was the subject of the disposition.” N.Y. U.C.C. § 9-627(b). In other words, the sale must follow

commercially reasonable procedures. See Federal Deposit Ins. Corp. v. Herald Square Fabrics

Corp., 81 A.D.2d 168, 184 (2d Dep’t 1981).

Whether a sale is commercially reasonable is a fact-intensive inquiry. Coxall v. Clover

Commercial Corp., 781 N.Y.S.2d 567, 574 (Civ. Ct. King County 2004). Courts consider

“accepted business practices as a guide to what is most likely to protect both debtor and creditor.”

Dougherty v. 425 Dev. Assocs., 93 A.D.2d 438, 446 (1983). Among the factors considered in

assessing reasonableness is the timing between the notice and sale and “whether the seller

permitted necessary inspections by prospective bidders.” In re Comprehensive Power, Inc., 578

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B.R. 14, 40-41 (D. Mass. Bankr. 2017) (construing identical U.C.C. provisions and noting that a

number of factors in addition to the price need to be considered to determine whether a transaction

was commercially reasonable). “[C]loser scrutiny” is warranted where, as here, “the possibilities

for self-dealing are substantial.” LBO Capital Corp. v. Home & City Sav. Bank, 1992 WL 209310,

at *7 (N.D.N.Y. Aug. 18, 1992).

B. A Sales Process Based Upon False and Misleading Information Is Not Reasonable

Under New York law, the creditor bears the burden of establishing that it is conducting a

UCC sale in a commercially reasonable manner. See, e.g., GE Credit Corp. v. Durante Bros. &

Sons, Inc., 79 A.D.2d 509, 510 (1st Dep’t 1980); Security Tr. Co. v. Thomas, 59 A.D.2d 242, 247

(4th Dep’t 1977); Central Budget Corp. v. Garrett, 48 A.D.2d 825, 826 (2d Dep’t 1975). The UCC

requires that “[e]very aspect of a disposition of collateral, including the method, manner, time,

place, and other terms, must be commercially reasonable.” N.Y. U.C.C. § 9-610(b). Pursuant to

UCC § 9-627(b), the sale of collateral after a default is commercially reasonable if made “(1) in

the usual manner on any recognized market; (2) at the price current in any recognized market at

the time of the disposition; or (3) otherwise in conformity with reasonable commercial practices

among dealers in the type of property that was the subject of the disposition.”

The purpose is to “insure that the debtor has an opportunity to redeem prior thereto, and

that the property is not sacrificed at a price below its actual value.” See Sumner v. Extebank, 88

A.D.2d 887, 888 (1st Dep’t 1982) (citation omitted); see also Federal Deposit Ins. Corp. v. Herald

Square Fabrics Corp., 81 A.D.2d 168, 184 (2d Dep’t 1981). Commercial reasonableness requires

a secured lender to employ the methods and procedures that will fulfill the UCC’s prime objective

of “optimizing resale price” the sale. See European Am. Bank v. Sackman Mortg. Corp. (In re

Sackman Mortg. Corp.), 158 B.R. 926, 936 (Bankr. S.D.N.Y. 1993).

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Given the importance of the availability of a 421-a tax benefit to the value of the property

at issue in this case, it is clear that the presence of false and misleading information in the data

room (which has the effect of deflating the value of the property) is not in conformity with

“reasonable commercial practices” among buyers and sellers of commercial real estate in New

York and will not result in “optimizing resale price.” As noted in the Korngold Affidavit at ¶ 14,

“Eligibility for a 421-a tax abatement is a significant component in determining the value of

commercial real estate and development projects in New York City.” Indeed, with respect to the

specific parcel at issue, “the difference in value of the property based upon a 421-a tax exemption

could be in the tens of millions of dollars.” Id. With the potential for saving over $1.5 million

annually on taxes if the property received a 421-a benefit, the inclusion of false information about

the eligibility and availability of this benefit destroys any claim that the sale would be

commercially reasonable.

C. Plaintiffs Will Suffer Irreparable Injury In The Absence Of Injunctive Relief

Absent injunctive relief, the plaintiffs will suffer immediate and irreparable injury. Under

New York law, irreparable harm is shown if money damages would be inadequate to compensate

plaintiff for its loss. See McLaughlin, Piven, Vogel, Inc. v. W.J. Nolan & Co., 114 A.D.2d 165, 174

(2d Dep’t 1986). Where the potential injury would be the loss of real estate, courts repeatedly and

consistently find that the harm to be irreparable. See, e.g., Brooklyn Heights Ass’n, Inc. v. Nat’l

Park Serv., 777 F. Supp. 2d 424, 435 (E.D.N.Y. 2011) (“[I]t is well-settled that unauthorized

interference with a real property interest constitutes irreparable harm as a matter of law, given that

a piece of property is considered to be a unique commodity for which a monetary remedy for injury

is an inherently inadequate substitute”) (citations omitted). Additionally, absent preliminary

injunction, the plaintiffs will suffer irreparable harm because itwill lose its invaluable control

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rights over Hello, which in turn owns the underlying property and controls the ongoing

development. Loss of business control rights cannot be measured through money damages. See

Int’l Equity Inv., Inc. v. Opportunity Equity Partners, Ltd., 407 F. Supp. 2d 483 (S.D.N.Y. 2005).

Needless to say, if as a result of a commercially unreasonable sale that is artificially low

based upon buyers and potential buyers relying upon the false information the defendants and their

affiliates created and refuse to remove from the data room, the plaintiffs will be irreparably harmed

by losing control of all aspects of Hello’s business, including, most importantly, its defense of the

pending foreclosure action brought by Nostrand Mezz’s mortgage affiliate, as well as control of

the plaintiffs’ inviolable equitable right of redemption, which will ultimately result in the

plaintiff’s loss of ownership and control of the real property at issue. The defendants’ refusal to

remove the false information in the data room underscores the fact that that information was placed

there to deliberately ward off any bidders other than an affiliate of Nostrand Mezz.

D. Balancing of the Equities Favors Injunctive Relief

In deciding whether to grant a preliminary injunction, the Court must weigh the harm that

the plaintiffs will suffer if the injunction is denied against the harm that the defendants are is likely

to face if the requested relief is granted. See Gerald Modell Inc. v. Morgenthau, 196 Misc. 2d 354,

363 (Sup. Ct. N.Y. Cty. 2003). In doing so, the court should seek to maintain the status quo. See

Gramercy Co. v. Benenson, 223 A.D.2d 497, 498 (1st Dep’t 1996). Here, the equities clearly weigh

in favor of the plaintiffs and in favor of maintaining the status quo. Nostrand Mezz is threatening

to proceed with a UCC sale of Developer’s ownership interests in Hello despite the fact that it has

distributed false and misleading information that has the effect of reducing the interests of potential

bidders and depresses any potential bids.

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In contrast, plaintiffs are seeking only modest relief. All they are requesting from this Court

is an Order directing that the defendants and affiliates ensure that corrected information regarding

the potential 421-a benefit be uploaded to the data room and provided to potential bidders and that

the sale be delayed thirty (30) days to allow the market to digest this important information. This

correction of information and a brief pause surely cannot result in a legally recognizable harm.

Perhaps defendants and affiliates are resisting this because they have a plan to obtain control of

Hello (and then ultimately the property) at a below market price for their own use and benefit. This

should not be permitted – if they ultimately obtain control through a commercially reasonable

process, that is one thing. Obtaining control by improper means, like artificially understating the

value of the collateral to deter prospective bidders, is quite another. Thus, plaintiffs’ motion should

be granted in order to ensure that the requirements of commercial reasonableness under the UCC

are followed.

CONCLUSION

Accordingly, for the foregoing reasons, the plaintiffs respectfully request that this Court

enter an order (i) adding Nostrand Mezz, the current payee of the mezzanine loan at issue, as a

party defendant, and (ii) pursuant to CPLR 6301, issuing a preliminary injunction directing (a) that

the “Summary of Path for 421A” document be withdrawn from the data room and replaced with

correct and accurate information concerning the property’s 421a tax abatement eligibility and (b)

that Nostrand Mezz adjourn the UCC sale currently scheduled to take place on September 21,

2022, at 2:00 p.m., for at least thirty (30) days to allow sufficient time for accurate information to

be published to the market at large and disseminated to prospective bidders who have previously

inquired with The Corbin Group at Rosewood Realty.

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Dated: New York, New York
September 19, 2022
By: _______________________
Paul H. Aloe
David N. Saponara
Francis M. Curran
KUDMAN TRACHTEN ALOE POSNER LLP
800 Third Avenue, 11th Floor
New York, New York 10022
Tel: (212) 868-1010
paloe@kudmanlaw.com
dsaponara@kudmanlaw.com
fcurran@kudmanlaw.com

Victor A. Worms
LAW OFFICES OF VICTOR A. WORMS
48 Wall Street, Suite 1100
New York, New York 10005
Tel: (212) 374-9590
vworms@victorawormspc.com

Attorneys for Plaintiffs

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Case Info

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Document Filed Date

September 19, 2022

Case Filing Date

August 17, 2021

County

Parties

1580 NOSTRAND MEZZ LLC Defendant
ALOE, PAUL H. Attorney for the Plaintiff
BONNEVILLE, MICHAEL JAMES Attorney for the Defendant
BROOKS, JEFFREY D Attorney
CURRAN, FRANCIS M Attorney for the Plaintiff
FEUERSTEIN, JEROLD C Attorney for the Defendant
FITZGERALD, JAIMIE L. Attorney
GRAY, CORY M Attorney
HELLO LIVING DEVELOPER NOSTRAND LLC Plaintiff
HELLO NOSTRAND LLC Plaintiff
MADISON REALTY CAPITAL LP Defendant
Nostrand Mezz Lender Non Party
Nostrand Mezz Lender LLC Non Party
POLLACK, GAYLE E Attorney
SAPONARA, DAVID NICHOLAS Attorney for the Plaintiff
SCHARF, YEHUDA D Attorney
SEISS, KYLE ALLEN Attorneys for Plaintiffs
WORMS, VICTOR A. Attorney for the Plaintiff
ZELMAN, YITZCHAK Attorney for the Plaintiff
ZELTSER, NAOMI Attorney for the Plaintiff
ALAN BRODY Attorney
LEO FOX Attorney
JEFFREY ZWICK Attorney
PAUL KORNGOLD Attorney
JEROLD COUTURE Attorney
THOMAS LANDRIGAN Attorneys for Plaintiffs
GREGG FRIEDMAN Attorneys for Defendants
THOMAS CAMBIER Attorney
GREG FRIEDMAN Attorneys for Defendants
ELLIOTT MARTIN Attorneys for Defendants
ARI MARCUS Attorney
MICHAEL ONEILL Attorney
ABRAHAM LEITNER Attorney

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Motion-Secondary: Hello Living Developer Nostrand Llc, Hello Nostrand Llc v. 1580 Nostrand Mezz Llc, Madison Realty Capital Lp

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