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FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019
NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022
AMERICAN ARBITRATION ASSOCIATION
COMMERCIAL ARBITRATION TRIBUNAL
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WORLD CLASS HOSPITALITY, INC.,
Claimant,
-against-
LONG ISLAND CITY PARTNERS, LLC AND STEVEN
BAHARESTANI,
Respondents.
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140 Broadway
New York, New York
December 3, 2021
9:18 a.m.
ARBITRATOR: MICHAEL FELDMAN
ARBITRATION HEARING in the
above-entitled action, held at the above time
and place, taken before ELIZABETH HAGSTEDT, a
shorthand reporter and Notary Public within and
for the State of New York.
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1 2
2 A P P E A R A N C E S
3
4 THE LAW FIRM OF ROBERT MOORE, PLLC
Attorneys for the Claimant
5 World Class Hospitality
140 Broadway - 46th Floor
6 New York, New York 1005
BY: ROBERT MOORE, ESQ.
7
8
9 GOIDEL & SIEGEL
Attorneys for Respondents
10 56 West 45th Street - 3rd Floor
New York, New York 10036
11 BY: JONATHAN GOIDEL, ESQ.
12
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NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022
1 S. Baharestani 3
2 (The following is a continuation of
3 the arbitration hearing commenced on
4 November 30th, 2021, and the continued
5 testimony of RESPONDENT STEVEN
6 BAHARESTANI.)
7 DIRECT EXAMINATION BY
8 MR. GOIDEL:
9 Q So hi, Steven.
10 A Hi.
11 Q We're going to continue your
12 testimony from yesterday, okay?
13 A Okay.
14 Q All right. Do you remember
15 looking yesterday at the term sheet that has
16 been challenged in this case?
17 MR. MOORE: Objection. Objection.
18 MR. GOIDEL: Do you remember looking
19 at --
20 MR. BAHARESTANI: Yes. Exhibit 3.
21 Q Exhibit 3, yes. Do you have a
22 copy of Exhibit 3 in front of you?
23 A Yeah.
24 Q Okay. Please take it out and
25 close your paper. Thank you. You have it
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1 S. Baharestani 4
2 here on two sheets?
3 A Yeah.
4 Q Okay. So you know that is being
5 claimed by the claimant here, that Exhibit 3
6 was signed in November of 2016, right, you
7 know that that's what they're claiming?
8 A I can give you proof, facts that
9 it wasn't signed in November.
10 Q Okay. Would you do that, please.
11 Just look at the document, not at notes. You
12 cannot look at notes, Mr. Baharestani.
13 A Here. I went over this last
14 night. There's no way this was signed in
15 November. Everything in this agreement was
16 stuff that was being discussed in August back
17 and forth. I mean, most obvious I said
18 yesterday I never address myself as Steve. I
19 use Steven Baharestani and Steven Bahar.
20 That was the most obvious which I noticed
21 yesterday looking at it. And it's an obscene
22 number for a termination. So I would never
23 sign. So it's impossible that I signed this
24 sheet. The number is completely obscene, and
25 it's right above my signature which they
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1 S. Baharestani 5
2 claimed that I signed. So it's impossible.
3 Last night I looked at it. There's a dozen
4 other things.
5 I'll go from the start. First of
6 all, the base rent, this is -- these are
7 numbers that I had proposed based on the 13th
8 Street. This is not even -- this is not even
9 what went into the lease agreement, these are
10 actually higher. If this is actually -- if
11 this is a valid -- if this is valid anyway
12 whatsoever, which it's not, then Long Island
13 City Partners is owed extra money based on
14 these numbers. I'm not claiming, because
15 this is bogus. So it's not. Security
16 deposit, $1.314 million. I wish. You want
17 to give me an extra $1.1?
18 Q Steven.
19 A There was 200,000 security
20 deposit. There was never 1.3. These are
21 things that we were discussing in August
22 prior to -- this never went into the lease.
23 50 percent cashier's checks, letter of
24 credit. There was never a letter of credit.
25 There is a concession, monthly base rent
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1 S. Baharestani 6
2 shall be abated for 180 days. He wanted
3 that. I'm sure if he thought that was a
4 valid 180 day concession, then why didn't he
5 say something when the rent was being paid
6 the first six months of the lease. It
7 doesn't make -- was he just a nice guy, he
8 likes to give me free stuff? He likes to pay
9 Long Island City Partners money that he is
10 not obligated to pay?
11 MR. MOORE: Would you please pull up
12 your mask, sir.
13 A I'm sorry for not dissecting
14 this. Second page. There was a lease
15 agreement. We realized -- this is very
16 interesting, because the option schedule
17 calls for different prices. And this is
18 because I really wanted to Long Island, on
19 behalf of Long Island City Partners, I really
20 wanted to see this property sold. He was
21 willing to see and do anything in order to
22 buy the property, which I honestly liked.
23 Even though people said he is, you know,
24 count your fingers after you shake hands with
25 him, but he had a passion to buy this
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2 property which I liked. So irregardless of
3 what people said about him, let me just give
4 him a payment schedule that would incentivize
5 him to purchase the property as soon as
6 possible. And this payment schedule set
7 17.818 on 2020 18.2, 18.4. It had to be done
8 -- the purchase had to be done before the
9 loan matures, which is June of 2023. So
10 we're missing one more -- it was missing one
11 more --
12 Q Option period?
13 A Option period which was added to
14 the lease. And it's not reflected here. So
15 this is -- this is -- I mean, if either party
16 exercises their option, key money, security
17 deposit shall be replaced by a good guy
18 guarantee. 100 percent security deposit
19 which will be refunded, 1.314. There was
20 never a $1.314 million security deposit. I
21 wish there was. But that never happened.
22 Legal matters and fees, all claims settled by
23 arbitration. I wouldn't have had a problem
24 with that. Lease start date, 60 days after
25 execution of the agreement, no earlier than
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2 December 22nd of 2016. That makes no sense
3 if his claim that this was signed on November
4 29th is complete BS, because if that was true
5 then there is no reason to say 60 days after
6 the execution, November 29th, he wanted to
7 take the hotel end of December to get -- to
8 have a lot of money that comes in in the
9 holidays for Christmas and New Years. Like,
10 he was -- there is no 60 days after execution
11 of this agreement, no earlier than December
12 22nd. This makes no sense and only makes
13 sense if this was taken from someplace that
14 was written prior to August 29th. So that
15 makes no sense.
16 Operations. Then the rest of it
17 is, you know, bad English which, again, I'm
18 not an English major, and I didn't go to law
19 school, but I don't speak as poorly, and I
20 certainly consider $2 million an exceeding
21 amount of money. I don't consider a
22 reduction in the purchase price an exceeding
23 reduction. But that's impossible that I
24 signed this.
25 Q We discussed yesterday that after
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1 S. Baharestani 9
2 the term sheet was signed, you and Mr. Idi on
3 behalf of your respective entities signed an
4 initial management agreement in September; is
5 that right, you signed an additional?
6 A Yeah, correct. Actually, yeah.
7 It says here 60 days after -- all claims by
8 arbitration lease shall start 60 days after
9 the execution of the agreement, no earlier.
10 So this was saying that the -- based on --
11 this is basically saying, I'm not a lease. I
12 am telling you how to make a lease.
13 Q All right. Here is my question
14 though. Here is my question: I understand,
15 you say that references a lease that is to be
16 signed by you in the future. So it's a term
17 sheet?
18 A So it is impossible that this was
19 signed on November 29th.
20 Q I understand. But here is my
21 question: In the agreement, in the actual
22 agreement that was signed, okay, there was
23 one version signed in September, correct?
24 A Correct.
25 Q And then there was another
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2 version signed after that?
3 A Correct.
4 Q When was that second version
5 signed? I think we're calling it here, well,
6 Exhibit 1, right? Exhibit 1 which is the
7 operative agreement of November 29th?
8 A Yeah.
9 Q So did that contain --
10 MR. MOORE: Claimant's -- no,
11 Claimant's 2.
12 Q Claimant's 2 is the agreement of
13 November 29th, correct? Do you remember
14 signing an agreement of November 29th?
15 A Yes.
16 Q And did that agreement contain
17 option provisions?
18 A Yes.
19 Q When were the option provisions,
20 I don't need the number, just explain to me
21 your understanding of the option that was
22 provided to the -- to World Class Hospitality
23 under that agreement?
24 A It gave them options, and what I
25 deem to be the value of the property from the
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1 S. Baharestani 11
2 time period of execution from the time the
3 loan matures from its open containment window
4 and kind of incentives the tenant to purchase
5 it sooner than later.
6 Q Tell us about that. How does it
7 incentivizing him to purchase?
8 A The sooner he buys the property,
9 the better price he gets.
10 Q Okay. And now I understand.
11 Now, there was another set of option prices
12 in there as well. There was one set of
13 option prices in one set of circumstances --
14 A Yeah.
15 Q Well, explain that.
16 A There's a, you know, the lender
17 -- he knew and I knew that the CMBS loan
18 prohibited a lease. We both knew it. So
19 there was a chance that if there's any kind
20 of problems with the lender, maybe he has to
21 close.
22 Q You mean if the lender finds out
23 it's being rented?
24 A Yeah, if he were to find out
25 about the lease agreement, maybe he would
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2 take some kind of action and be forced to
3 close sooner. If that were to happen, okay.
4 Fine. If that happens, you can take the
5 property for a lesser amount.
6 Q All right.
7 A I mean, I was transparent about
8 that risk happening.
9 Q Now, how was that agreement that
10 if somehow his termination was without cause,
11 like if the lender decided to do it?
12 A For any reason, it was
13 terminated. For any reason it was terminated
14 without cause, the lender, then he gets to
15 buy the property for $2 million less. Not
16 the end of the world for me, because I just
17 wanted to sell the property. I really didn't
18 -- if I had to -- if the price was $2 million
19 less. Maybe my price was a little bit high
20 anyway. So it's not the end of the world if
21 the property gets sold for 16 million instead
22 of 18 million. It's not the end of the world
23 for me. It's not like my life changes,
24 nothing in my life changes if the property
25 gets sold for $2 million -- 16 instead of $18
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2 million. It doesn't change my life. So,
3 okay, fine.
4 Q Okay. So is that what you just
5 described, that $2 million reduction in
6 purchase price? Was what you and he
7 ultimately agreed to, you and Mr. Idi, on
8 behalf of his company, on behalf of your
9 company, agreed to as a way of compensating
10 for a termination without cause; is that
11 right?
12 A Correct.
13 Q And you didn't agree to anything
14 else, did you, with respect to that?
15 A I'm not an idiot. I wouldn't
16 agree to something that would detrimentally
17 affect my entire life, because that's an
18 obscene amount, and I would never --
19 Q Okay. So now did there come a
20 time that you communicated to Mr. Idi that
21 you were ready now to sell the property, that
22 you wanted out?
23 A Yeah.
24 Q All right. Tell, tell us about
25 that.
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2 A He was always interested in
3 buying. But he never, I mean, he showed me,
4 and I think he sent me, he did send proof of
5 finances. I said, do you have money, because
6 you said you only have about 700,000
7 liquidity. I don't know if you can buy a $16
8 million asset for 700,000. And he showed me
9 a proof of finance. It looked like a cut and
10 paste job, but it was for 1.5. But I didn't
11 think that was enough to buy a $16 million
12 property. I have in my e-mail and -- yeah, I
13 did a lot of things to help.
14 Q But what I'm asking you is, did
15 there come a time, eventually?
16 A Yeah.
17 Q Hold on a second. You did in
18 fact --
19 A I focussed on it with him very
20 aggressively. I even introduced him to one
21 of my friends, introduced him to these guys
22 who are private equity. And I thought maybe
23 they could help him.
24 Q When was this?
25 A I think it was, I mean.
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2 Q Approximately?
3 A It was about six months prior to
4 the termination or eight months.
5 Q Which was when?
6 A It was in, like May, June of
7 2019.
8 Q Okay. So in May or June of 2019,
9 you had conversations with Mr. Idi about his
10 company buying the hotel?
11 A Yes.
12 Q Tell us about that.
13 A I had a meeting, these guys are
14 very, you know, they --
15 Q Where did you meet?
16 A We met at the Pain Quotidien on
17 65th and Lexington.
18 MR. FELDMAN: I'm sorry I didn't
19 hear it.
20 A The Pain Quotidien. So I brought
21 these two very, very financially
22 sophisticated finance guys. Arch is their
23 name. Jeffrey Simpson and his partner Jared.
24 I introduced Eli to them. Maybe since you
25 don't have the liquidity to get the
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2 financing, maybe they can figure out, like a
3 creative situation to help you buy the hotel.
4 They put together a proposal
5 where I would basically give Mr. Idi an IOU,
6 like I would hold an IOU and he would put
7 less than a million dollars to buy the hotel.
8 I did a lot. I mean, he asked you for
9 financials, but, like he is at the hotel. He
10 has the revenue from the hotel.
11 Q Let's talk about that then. So
12 you worked with Mr. Idi in the six months
13 before the termination, right, which was in
14 November of 2019, right?
15 A Yes.
16 Q So 6 months before November of
17 2019, you were meeting with people,
18 financiers, and working with Mr. Idi to
19 facilitate his company's purchase of the
20 hotel?
21 A I made very, very valuable
22 introductions.
23 Q The value of the introduction is
24 for Mr. Feldman. So now, Mr. Idi asked for
25 financial information from you.
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Preview
FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 AMERICAN ARBITRATION ASSOCIATION COMMERCIAL ARBITRATION TRIBUNAL - - - - - - - - - - - - - - - - - - - - - - x WORLD CLASS HOSPITALITY, INC., Claimant, -against- LONG ISLAND CITY PARTNERS, LLC AND STEVEN BAHARESTANI, Respondents. - - - - - - - - - - - - - - - - - - - - - - x 140 Broadway New York, New York December 3, 2021 9:18 a.m. ARBITRATOR: MICHAEL FELDMAN ARBITRATION HEARING in the above-entitled action, held at the above time and place, taken before ELIZABETH HAGSTEDT, a shorthand reporter and Notary Public within and for the State of New York. LEX#171583 WCH000796 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 2 2 A P P E A R A N C E S 3 4 THE LAW FIRM OF ROBERT MOORE, PLLC Attorneys for the Claimant 5 World Class Hospitality 140 Broadway - 46th Floor 6 New York, New York 1005 BY: ROBERT MOORE, ESQ. 7 8 9 GOIDEL & SIEGEL Attorneys for Respondents 10 56 West 45th Street - 3rd Floor New York, New York 10036 11 BY: JONATHAN GOIDEL, ESQ. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 LEX REPORTING SERVICE 800-608-6085 WCH000797 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 3 2 (The following is a continuation of 3 the arbitration hearing commenced on 4 November 30th, 2021, and the continued 5 testimony of RESPONDENT STEVEN 6 BAHARESTANI.) 7 DIRECT EXAMINATION BY 8 MR. GOIDEL: 9 Q So hi, Steven. 10 A Hi. 11 Q We're going to continue your 12 testimony from yesterday, okay? 13 A Okay. 14 Q All right. Do you remember 15 looking yesterday at the term sheet that has 16 been challenged in this case? 17 MR. MOORE: Objection. Objection. 18 MR. GOIDEL: Do you remember looking 19 at -- 20 MR. BAHARESTANI: Yes. Exhibit 3. 21 Q Exhibit 3, yes. Do you have a 22 copy of Exhibit 3 in front of you? 23 A Yeah. 24 Q Okay. Please take it out and 25 close your paper. Thank you. You have it LEX REPORTING SERVICE 800-608-6085 WCH000798 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 4 2 here on two sheets? 3 A Yeah. 4 Q Okay. So you know that is being 5 claimed by the claimant here, that Exhibit 3 6 was signed in November of 2016, right, you 7 know that that's what they're claiming? 8 A I can give you proof, facts that 9 it wasn't signed in November. 10 Q Okay. Would you do that, please. 11 Just look at the document, not at notes. You 12 cannot look at notes, Mr. Baharestani. 13 A Here. I went over this last 14 night. There's no way this was signed in 15 November. Everything in this agreement was 16 stuff that was being discussed in August back 17 and forth. I mean, most obvious I said 18 yesterday I never address myself as Steve. I 19 use Steven Baharestani and Steven Bahar. 20 That was the most obvious which I noticed 21 yesterday looking at it. And it's an obscene 22 number for a termination. So I would never 23 sign. So it's impossible that I signed this 24 sheet. The number is completely obscene, and 25 it's right above my signature which they LEX REPORTING SERVICE 800-608-6085 WCH000799 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 5 2 claimed that I signed. So it's impossible. 3 Last night I looked at it. There's a dozen 4 other things. 5 I'll go from the start. First of 6 all, the base rent, this is -- these are 7 numbers that I had proposed based on the 13th 8 Street. This is not even -- this is not even 9 what went into the lease agreement, these are 10 actually higher. If this is actually -- if 11 this is a valid -- if this is valid anyway 12 whatsoever, which it's not, then Long Island 13 City Partners is owed extra money based on 14 these numbers. I'm not claiming, because 15 this is bogus. So it's not. Security 16 deposit, $1.314 million. I wish. You want 17 to give me an extra $1.1? 18 Q Steven. 19 A There was 200,000 security 20 deposit. There was never 1.3. These are 21 things that we were discussing in August 22 prior to -- this never went into the lease. 23 50 percent cashier's checks, letter of 24 credit. There was never a letter of credit. 25 There is a concession, monthly base rent LEX REPORTING SERVICE 800-608-6085 WCH000800 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 6 2 shall be abated for 180 days. He wanted 3 that. I'm sure if he thought that was a 4 valid 180 day concession, then why didn't he 5 say something when the rent was being paid 6 the first six months of the lease. It 7 doesn't make -- was he just a nice guy, he 8 likes to give me free stuff? He likes to pay 9 Long Island City Partners money that he is 10 not obligated to pay? 11 MR. MOORE: Would you please pull up 12 your mask, sir. 13 A I'm sorry for not dissecting 14 this. Second page. There was a lease 15 agreement. We realized -- this is very 16 interesting, because the option schedule 17 calls for different prices. And this is 18 because I really wanted to Long Island, on 19 behalf of Long Island City Partners, I really 20 wanted to see this property sold. He was 21 willing to see and do anything in order to 22 buy the property, which I honestly liked. 23 Even though people said he is, you know, 24 count your fingers after you shake hands with 25 him, but he had a passion to buy this LEX REPORTING SERVICE 800-608-6085 WCH000801 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 7 2 property which I liked. So irregardless of 3 what people said about him, let me just give 4 him a payment schedule that would incentivize 5 him to purchase the property as soon as 6 possible. And this payment schedule set 7 17.818 on 2020 18.2, 18.4. It had to be done 8 -- the purchase had to be done before the 9 loan matures, which is June of 2023. So 10 we're missing one more -- it was missing one 11 more -- 12 Q Option period? 13 A Option period which was added to 14 the lease. And it's not reflected here. So 15 this is -- this is -- I mean, if either party 16 exercises their option, key money, security 17 deposit shall be replaced by a good guy 18 guarantee. 100 percent security deposit 19 which will be refunded, 1.314. There was 20 never a $1.314 million security deposit. I 21 wish there was. But that never happened. 22 Legal matters and fees, all claims settled by 23 arbitration. I wouldn't have had a problem 24 with that. Lease start date, 60 days after 25 execution of the agreement, no earlier than LEX REPORTING SERVICE 800-608-6085 WCH000802 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 8 2 December 22nd of 2016. That makes no sense 3 if his claim that this was signed on November 4 29th is complete BS, because if that was true 5 then there is no reason to say 60 days after 6 the execution, November 29th, he wanted to 7 take the hotel end of December to get -- to 8 have a lot of money that comes in in the 9 holidays for Christmas and New Years. Like, 10 he was -- there is no 60 days after execution 11 of this agreement, no earlier than December 12 22nd. This makes no sense and only makes 13 sense if this was taken from someplace that 14 was written prior to August 29th. So that 15 makes no sense. 16 Operations. Then the rest of it 17 is, you know, bad English which, again, I'm 18 not an English major, and I didn't go to law 19 school, but I don't speak as poorly, and I 20 certainly consider $2 million an exceeding 21 amount of money. I don't consider a 22 reduction in the purchase price an exceeding 23 reduction. But that's impossible that I 24 signed this. 25 Q We discussed yesterday that after LEX REPORTING SERVICE 800-608-6085 WCH000803 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 9 2 the term sheet was signed, you and Mr. Idi on 3 behalf of your respective entities signed an 4 initial management agreement in September; is 5 that right, you signed an additional? 6 A Yeah, correct. Actually, yeah. 7 It says here 60 days after -- all claims by 8 arbitration lease shall start 60 days after 9 the execution of the agreement, no earlier. 10 So this was saying that the -- based on -- 11 this is basically saying, I'm not a lease. I 12 am telling you how to make a lease. 13 Q All right. Here is my question 14 though. Here is my question: I understand, 15 you say that references a lease that is to be 16 signed by you in the future. So it's a term 17 sheet? 18 A So it is impossible that this was 19 signed on November 29th. 20 Q I understand. But here is my 21 question: In the agreement, in the actual 22 agreement that was signed, okay, there was 23 one version signed in September, correct? 24 A Correct. 25 Q And then there was another LEX REPORTING SERVICE 800-608-6085 WCH000804 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 10 2 version signed after that? 3 A Correct. 4 Q When was that second version 5 signed? I think we're calling it here, well, 6 Exhibit 1, right? Exhibit 1 which is the 7 operative agreement of November 29th? 8 A Yeah. 9 Q So did that contain -- 10 MR. MOORE: Claimant's -- no, 11 Claimant's 2. 12 Q Claimant's 2 is the agreement of 13 November 29th, correct? Do you remember 14 signing an agreement of November 29th? 15 A Yes. 16 Q And did that agreement contain 17 option provisions? 18 A Yes. 19 Q When were the option provisions, 20 I don't need the number, just explain to me 21 your understanding of the option that was 22 provided to the -- to World Class Hospitality 23 under that agreement? 24 A It gave them options, and what I 25 deem to be the value of the property from the LEX REPORTING SERVICE 800-608-6085 WCH000805 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 11 2 time period of execution from the time the 3 loan matures from its open containment window 4 and kind of incentives the tenant to purchase 5 it sooner than later. 6 Q Tell us about that. How does it 7 incentivizing him to purchase? 8 A The sooner he buys the property, 9 the better price he gets. 10 Q Okay. And now I understand. 11 Now, there was another set of option prices 12 in there as well. There was one set of 13 option prices in one set of circumstances -- 14 A Yeah. 15 Q Well, explain that. 16 A There's a, you know, the lender 17 -- he knew and I knew that the CMBS loan 18 prohibited a lease. We both knew it. So 19 there was a chance that if there's any kind 20 of problems with the lender, maybe he has to 21 close. 22 Q You mean if the lender finds out 23 it's being rented? 24 A Yeah, if he were to find out 25 about the lease agreement, maybe he would LEX REPORTING SERVICE 800-608-6085 WCH000806 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 12 2 take some kind of action and be forced to 3 close sooner. If that were to happen, okay. 4 Fine. If that happens, you can take the 5 property for a lesser amount. 6 Q All right. 7 A I mean, I was transparent about 8 that risk happening. 9 Q Now, how was that agreement that 10 if somehow his termination was without cause, 11 like if the lender decided to do it? 12 A For any reason, it was 13 terminated. For any reason it was terminated 14 without cause, the lender, then he gets to 15 buy the property for $2 million less. Not 16 the end of the world for me, because I just 17 wanted to sell the property. I really didn't 18 -- if I had to -- if the price was $2 million 19 less. Maybe my price was a little bit high 20 anyway. So it's not the end of the world if 21 the property gets sold for 16 million instead 22 of 18 million. It's not the end of the world 23 for me. It's not like my life changes, 24 nothing in my life changes if the property 25 gets sold for $2 million -- 16 instead of $18 LEX REPORTING SERVICE 800-608-6085 WCH000807 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 13 2 million. It doesn't change my life. So, 3 okay, fine. 4 Q Okay. So is that what you just 5 described, that $2 million reduction in 6 purchase price? Was what you and he 7 ultimately agreed to, you and Mr. Idi, on 8 behalf of his company, on behalf of your 9 company, agreed to as a way of compensating 10 for a termination without cause; is that 11 right? 12 A Correct. 13 Q And you didn't agree to anything 14 else, did you, with respect to that? 15 A I'm not an idiot. I wouldn't 16 agree to something that would detrimentally 17 affect my entire life, because that's an 18 obscene amount, and I would never -- 19 Q Okay. So now did there come a 20 time that you communicated to Mr. Idi that 21 you were ready now to sell the property, that 22 you wanted out? 23 A Yeah. 24 Q All right. Tell, tell us about 25 that. LEX REPORTING SERVICE 800-608-6085 WCH000808 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 14 2 A He was always interested in 3 buying. But he never, I mean, he showed me, 4 and I think he sent me, he did send proof of 5 finances. I said, do you have money, because 6 you said you only have about 700,000 7 liquidity. I don't know if you can buy a $16 8 million asset for 700,000. And he showed me 9 a proof of finance. It looked like a cut and 10 paste job, but it was for 1.5. But I didn't 11 think that was enough to buy a $16 million 12 property. I have in my e-mail and -- yeah, I 13 did a lot of things to help. 14 Q But what I'm asking you is, did 15 there come a time, eventually? 16 A Yeah. 17 Q Hold on a second. You did in 18 fact -- 19 A I focussed on it with him very 20 aggressively. I even introduced him to one 21 of my friends, introduced him to these guys 22 who are private equity. And I thought maybe 23 they could help him. 24 Q When was this? 25 A I think it was, I mean. LEX REPORTING SERVICE 800-608-6085 WCH000809 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 15 2 Q Approximately? 3 A It was about six months prior to 4 the termination or eight months. 5 Q Which was when? 6 A It was in, like May, June of 7 2019. 8 Q Okay. So in May or June of 2019, 9 you had conversations with Mr. Idi about his 10 company buying the hotel? 11 A Yes. 12 Q Tell us about that. 13 A I had a meeting, these guys are 14 very, you know, they -- 15 Q Where did you meet? 16 A We met at the Pain Quotidien on 17 65th and Lexington. 18 MR. FELDMAN: I'm sorry I didn't 19 hear it. 20 A The Pain Quotidien. So I brought 21 these two very, very financially 22 sophisticated finance guys. Arch is their 23 name. Jeffrey Simpson and his partner Jared. 24 I introduced Eli to them. Maybe since you 25 don't have the liquidity to get the LEX REPORTING SERVICE 800-608-6085 WCH000810 FILED: NASSAU COUNTY CLERK 02/09/2022 05:11 PM INDEX NO. 617805/2019 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 02/09/2022 1 S. Baharestani 16 2 financing, maybe they can figure out, like a 3 creative situation to help you buy the hotel. 4 They put together a proposal 5 where I would basically give Mr. Idi an IOU, 6 like I would hold an IOU and he would put 7 less than a million dollars to buy the hotel. 8 I did a lot. I mean, he asked you for 9 financials, but, like he is at the hotel. He 10 has the revenue from the hotel. 11 Q Let's talk about that then. So 12 you worked with Mr. Idi in the six months 13 before the termination, right, which was in 14 November of 2019, right? 15 A Yes. 16 Q So 6 months before November of 17 2019, you were meeting with people, 18 financiers, and working with Mr. Idi to 19 facilitate his company's purchase of the 20 hotel? 21 A I made very, very valuable 22 introductions. 23 Q The value of the introduction is 24 for Mr. Feldman. So now, Mr. Idi asked for 25 financial information from you. LEX REPORTING SERVICE 800-608-6085 WCH000811 FILED: NASSAU COUNTY CLERK 02/09/2022