Preview
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
E-FILED
COMMONWEALTH OF MASSACHUSETTS:
WORCESTER, ss. “SUPERIOR COURT DEPARTMENT
CIVIL ACTION NO. 2285CV00919 he
CITRUS PROPERTY INVESTMENTS. I
Plaintiff,
EMILE & DOREEN MENARD, BEAVER {
PROPERTIES, LLC, BEAVER WORCESTER |
LLC, AND WHITEACRE PROPERTIES
LLC
Defendants.
Gf
seamsth: ms
=
VERIFIED.
=—
AMENDED COMPLAIN Tr.
Plaintiff Citrus Property Investments, LLC (""Plaintiff" or "Citrus") hereby asserts its
Verified Amended Complaint seeking specific performanice of the Purchase Contract dated June
14, 2022, attached hereto as ~ with regard to property located at 51 Beaver Street,
Worcester, Massachusetts (hereinafter, the “Property”). Citrus contracted with the Seller,
Defendants Emile and Doreen Menard, to purchase the Property: Citrus also contracted with
Defendant Whiteacre Properties LLC (‘“Whiteacre”) to assign to Whiteacre Citrus’ rights to
purchase the Property. The Seller has refused to close on the sale of the Property and has
subsequently sold thé property to Beaver Properties LLC.
PARTIES
1 Citrus Property Investments, LLC is a Massachusetts Limited Liability Company
with a usual place of business located at 12 Chrome Street, Worcester, Worcester County,
Massachusetts.
Date Fed 8/30/2022 8:35 AM
‘Superior Court - Worcester
Docket Number 2285CV00919
2 Emile and Doreen Menaid are individuals who, upon information and belief,
reside at 51 Beaver Street, Worcester, Massachusetts.
3 Defendant Beaver Properties, LLC, is, upon information and belief, a Delaware.
Limited Liability Company with a principal place of business located at 150 E. Central Street,
Natick, Massachusetts 01760. Upon information and belief, Enis Shehu is an agent of Beaver
Properties, LLC.
4 Defendant Beaver Worcester LLC, is, upon information and belief, is a Delaware
Limited Liability Company with a principal place of business located at 2140 South Dupont
Highway, Camden, Delaware.
5. Deferidant Whiteacre Properties, LLC is a Massachusetts Limited Liability
Company, with a principal place of business located at 150 Speen Street, Natick, Massachusetts
01760. The registered agent for Whiteacre is Enis Shehu, located at 150 E. Central Street,
Natick, Massachusetts 01760.
E. ACTUAL ALLEGATIONS
6. On or about April 22, 2022, Citrus and Whiteacre entered into a Non-Disclosure
And Non-Circumvention Agreement (“NDNCA”). See
7 Per the terms of the NDNCA, Whiteacre, “intends to be legally bound hereby
irrovcably and agrees not to circumvent, avoid payment of fees or commissions, avoid, bypass or
obviate (Plaintiff), directly or indirectly, in any transaction with any entity, partnership,
individual, or trust, revealed by (Citrus) to (Whiteacre), in conjunction with any project and/or
transaction involving any real estate properties, contract, agreements, options, or assignments
thereof.”
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
8. Paragraph 3 of the NDNCA states, “It is further agreed that in the event
(Whiteacre) shall at any time violate the terms of this Non-Disclosure and Non-Circumvention
Agreement, (Whiteacre) shall be liable to ‘pay to (Citrus) any and all profits, and/or commissions
which such (Citrus) would have earned, or made from any transaction which may be
consummated, as a result of, or through such unperinitted circumvention, plus all court costs and
legal fees expended in the enforcement of this agreement,”
9 On or about June 14, 2022, Plaintiff and Emile & Doreen Menard (“Sellers”)
executéd a Purchase Contract (the “Purchase Contract”) pursuant to which the Sellers agreed to
sell the Property located at 51 Beaver Street, Worcester, Massachusetts to Plaintiff for a total
purchase price of $110,000. See Exhibit 3. As required by the Purchase Contract, Plaintiff
deposited $1,000 with the escrow agent.
10. Per the terms of the Purchase Contract, the close of escrow was to be August 2,
2022.
IL. Section 8 of the Purchase Contract states, “Ifa party fails to comply or perform
under this Contract, the other party shall deliver-a notice to the breaching party specifying the
non-compliance (the “Cure Notice”), If the non-compliance is not cured within ten (10) calendar
days after receipt of the Cure Notice (the “Cure Period”), the failure to comply shall become a
breach of this Contract. A Cure Notice is not required upon Seller indicating an intention to or
refusing to close escrow by the COE date. If Seller shall breach any of the terms or provisions of
this Contract, Buyer may proceed against Seller for any claim or remedy the Buyer may have in
law or equity, which includes, but is not limited to, specific performance and damages....The
prevailing party in any lawsuit arising out of or to enforce this Contract shall be awarded its
feasonable attorneys” fees, except fees and costs incurred prior to and/or after the filing of such
Date ried 8/30/2022 8:35 AM
‘Superior Court - Worcester
Docket Number 2285CV00919
lawsuit. Any attorneys’ fees awarded in favor of Buyer may be paid to Buyer from the proceeds
of the closing of the transaction contemplated by this Contract.”
12, At the top of page 4 of the Purchase Contract it states, “Seller acknowledges and
agrecs that Seller has read and fully understands the terms and conditions of this Contract and is
entering into this Contract voluntarily and has not been threatened, coerced, or intimidated into
signing this Contract.”
13, On or about June 17, 2022, Citrus entered into a Contract to Purchase Real Estate
with Whiteacre by which Citrus would assign its rights to purchase the Property to Whiteacre for
$326,500. See
14, A week after the Purchase Contract was signed by the parties, the Sellers’ son
called Citrus and stated that the Sellers wanted to change the terms of the Purchase Contract to
allow the Sellers to stay in the property as tenants.
1S. On July 5, 2022 the Sellers’ son called Citrus and stated that the Sellers did not
want to sell the Property.
16. On July 11, 2022, Citrus sent a letter to the Sellers with regard to the Purchase
Contract (hereinafter, the “Notice to Cure”). See Exhibit D.
17. In the Notice to Cure, Citrus states that it has been informed that the Sellers have
intimated that the Sellers will not sell the Property for the contracted terms, which created an
anticipatory breach of contract. The Notice to Cure goes on to state that it was believed that the
Sellers had received a higher offer from a third-party.
18. The Notice to Cure, demanded that the Sellers honor the terms of the Purchase
Contract or renegotiate acceptable terms.
19. The Sellers did not respond to the Notice to Cure.
Date riled 8/30/2022 8:35 AM
‘Superior Court - Worcester
Docket Number 2285CV00919
20. ‘On July 19, 2022, the Sellers transferred the Property to Beaver Properties, LLC.
The transfer was recorded with the Middlesex Registry of Deeds on August 4, 2022 at Book
se
68024, Page 338. See
21. On August 3, 2022, Citrus was informed by Whiteacre that Whiteacre went
around Citrus’ back on the deal and went directly to the Seller to purchase the Property.
Whiteacre asked Citrus to rescind its $1,000 deposit on the deal and offered to pay Citrus $5,000
for said recission.
22. On August 5, 2022, Beaver Properties, LLC trajisferred the Property to Beaver
Worcester LLC. The transfer was recorded with the Middlesex Registry of Deeds on August 9,
2022 at Book 68044, Page 298. See Exhibit
sexhibit'r:
23. In an affidavit recorded with the Middlesex Registry of Deeds on August 9, 2022
at Book 68044, Page 294, Dale Wheatley, as manager of Beaver Properties, LLC, states that the
deed recorded at Book 68024, Page-338 incorrectly stated Beaver Properties, LLC as the grantee.
The affidavit states that the intended grantee of the deed was Beaver Worcester LLC. See
Ex! it
24, Citrus has performed all prerequisites to the closing, and was and is ready, willing
and able to perform all of its obligations unde the Purchase Contract, including payment of the
balance of the purchase price of $110,000.
COUNT.
(Specific Performance — Emile and Doreen Menard)
25. Citrus repeats the allegations set forth in paragraphs I through 24, above.
26. The Sellers are not entitled to renege on the sale of the Property by refusing to
close after executing the Purchase Contract.
Date Fed 8/30/2022 8:35 AM
‘Superior Court - Worcester
Docket Number 2285CV00919
27. Citrus is entitled to specific performance, and the Sellers and Beaver Properties,
LLC should be compelled by the Court to abide by the terms of the Purchase Contract, and
execute and record a deed to Citrus for the Property,
28. Because of the Sellers’ unjustified behavior, Citrus should be awarded its costs
and attorneys’ fees incurred in connection with this action.
COUNT I
(Breach of Contract- Emile and Doreen Menard)
29, Citrus incorporates by reference paragraphs | through 28 of the Verified
Complaint as if fully set forth herein.
30. Emile and Doreen Menard have materially breached the Purchase Contract by
failing and refusing to close on the sale of the Property as outlined in the Purchase Contract.
31. Asa result of Emile and Doreen Menards breach of the Purchase Contract, Citrus
has suffered damages.
COUNTIIL
(Breach of Contract- Whiteacre Property, LLC)
32. Citrus incorporates by reference paragraphs | through 31 of the Verified
Complaint as if fully set forth herein.
33. Whiteacre Property LLC has materially breached both the NDNCA and the Offer
to Purchase Contract with Citrus by circumventing, avoiding, bypassing or obviating Citrus
when it purchased the Property from the Menards, and failing and refusing to honor the terms of
the Offer to Purchase Contract.
34. As a result of Whiteacre Property LLC’s breach of both the NDNCA and the
Offer to Purchase Contract, Citrus has suffered damages.
|
Date ried 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919.
COUNT IV
(Tortious Interference with Contractual Relations —
Beaver Properties, LLC and Beaver Worcester LLC)
35, Citrus repeats and realleges the allegations set forth in paragraphs 1-34, above.
36. At all material time, Beaver Properties, LLC and Beaver Worcester LLC knew of
the existence of the contractual relationship between Citrus and the Sellers.
37. Beaver Properties, LLC and Beaver Worcester LLC knowingly induced the:
Sellers to breach their contractual relationship with Citrus by offering the Sellers more money for
the Property.
38. Beaver Properties, LLC:and Beaver Worcester LLC’s interference, in addition to
being intentional, was improper in motive and/or means.
39. Asa result of Beaver Properties, LLC and Beaver Worcester LLC's tortious
interference with the contractual relations between Citrus and the Sellers, Citrus has suffered
damages.
WHEREFORE, Citrus demands relief as follows:
1 That the Court grant Citrus’ separately filed Ex Parte Motion for Approval of
Memorandum of Lis Pendens, forthwith;
2 That the Court enter judgment compelling specific performance of the Purchase
Contract and requiring the Sellers to execute and record a deed to Citrus, forthwith, upon tender
of the balance of the consideration set forth therein;
3 That the Court award Citrus damages due to the actioris of the Defendants;
4 That the Court enter judgment awarding to Citrus its costs and reasonable
attomeys' fees; and
Date Flea 8/30/2022 8:35 AM
‘Superior Court - Worcester
Docket Number 2285CV00919
5 That the Court grant to Citrus such other and further relief as the Court deems just
and proper:
Respectfully submitted,
CITRUS PROPERTY INVESTMENTS, LLC
By its attorney,
/s/ Gregory
Teg 2 BO
Mirrione, Shaughnessy & Uitti, LLC
2 Batterymarch Park, Suite 202
Quincy, MA 02169
(P) (508) 510-5727
(F) (508) 857-0751
gfleming@msulle.com
Dated
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
Verification
COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF WORCESTER )
I, Anthony Valera, do depose and state that I am a Plaintiff herein, that I have read the foregoing
Verified Complaint and am familiar with the contents thereof, and the facts set forth therein are
true of my own personal knowledge, except for diy facts set forth upon information and belief,
and as to those facts, I believe them to be true. No material facts have been omitted from the
Complaint.
Signed under the penalties of perjury this 4+ hday of August, 2022.
Anthony Valera
.
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
ct
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
jop signature velea
Docket N lumber 228: te sand
NON-DISCLOSURE AND
NON-CIRCUMVENTION AGREEMENT (NDNCA)
This Agreement is entered into this 22nd day of April, 2022, by and between the undersigned
parties.
Be it resolved that in consideration of this recitals contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned
parties hereby agree and certify that:
1 The Receiving Party intends to be legally bound hereby irrevocably and agrees not to
circumvent, avoid payment of fees or commissions, avoid, bypass or obviate the
Disclosing Party, directly or indirectly, in any transaction with any entity, partnership,
individual, or trust, revealed by the Disclosing Party to the Receiving Party, in
conjunction with any project and/or transaction involving any real estate properties,
contracts, agreements, options, or assignments thereof.
Nor shall the Receiving Party disclose or otherwise reveal, to any third party, any
confidential information revealed by the Disclosing Party, particularly that concerning
partners, investors, lenders, buyers, organizations or individuals’ names, addresses,
emails, phone numbers, or any other means of access thereto, without the specific formal
written consent of the Disclosing Party.
It is further agreed that in the event the Receiving Party party shall at any time violate the
terms of this Non-Disclosure and Non-Circumvention Agreement, the Receiving Party
shall be liable to pay to the Disclosing Party any and all profits, and/or commissions
which such the Disclosing Party would have earned, or made from any transaction which
may be consummated, as a result of, or through such unpermitted circumvention, plus all
court costs and legal fees expended in the enforcement of this agreement.
It is agreed that this Agreement shall remain in effect for a period of two (2) years or the
life of any agreement, contracts, or commercial agreements, whichever is longer, and will
automatically renew itself thereafter from year to year unless mutually agreed to in
writing to cancel this Agreement.
All the terms of this Agreement shal] be binding and inure to the benefit of the parties
hereto, their respective heirs, representatives, successors, assigns and designees.
* —=
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Disclosing Party: Receiving Party’
datlogp veriied “ieee
Date ried 8/30/2022 8:35 AM
Superior Court - Worcester
Docke NUM RRK EASA MARE |
This Agreement shall be interpreted under the laws of the State of Massachusetts. The parties
have executed and delivered this Agreement and is effective from the date of signing by both or
all parties.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
and seal this Agreement on April 22, 2022
se a
=
Disclosing Party: | | Receiving ‘arty:
a
Gethony Valera
‘dollop verified
255 PM EDT
TWO. QAFO.CT¢6-TOMY
' Sie]
Name: Anthony Valera | Name: Devon Turner
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Company: Citrus Property Investments, LLC | Company: White Acre Properties
Title: Acquisitions Manager Title: Acquisitions Manager
Date: 04/22/2022 __. — || Date: 0922/2022
_ — —=
Disclosing Party: Receiving Party:
Date tiled 8/30/2022 8:35 AM
Superior Court - Worcester "
Docket Number 2285CV00919
re
ti
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
‘RUCT!
PURCHASE CONTRACT AND ESCROW INST! tract’), is effect; the
THIS PURCHASE CONTRACT AND ESCROW INSTRU! Contract and
and
latest date it is executed by the Parties (the “Effective Date"),ani comp! w)Ceallective fs
1.9. below) and Buyer (defined in Section
between Soller (defined in Section 1:9.
1. BASIC TERMS. This Section 1 defines the Basic Terms of this Contract.
1,1 Property Address: Si Beaver St
Worcester, MA 01603
.
APN: M08 B:014 L:0009B.
‘ded by Escrow Agent.
1.2 Legal Description: As stated in the Commitment to be provi
x rtogether with all improvements,
1.3 The Property: The real property described itin §
fixtures, and appurtefiancés the reo n |
si de thereto, plus the
personal property described in
1.4 Earnest Money: $1,000.00 (the "Deposit")
1.5 Purchase Price: $110,000.00
1.6 Close of Escrow: August 2nd; 2022
1.7 Escrow Agent: Name: Attorney David R. Rocheford, Jr,
Address: 156 Hamilton St, Leominster,MA
Email: DavidR @thebestclosings.com
1.8 Parties: Seller: Emile & Doreen Menard
Buyer; Citrus Property Investments, LLC
1.10 Inspection Period: 15 business days
1.11 Closing Amounts to be paid as follows
Encrow fees and costs: (10% by Buyer and 50% by Seller or 100%
Seller or CJ Buyer, HOA fees (disclosure, transfer, capital improve
by Buyer; standard title policy: &
ment/reserve) (if applicable): 0
50% by Buyer and 50% by Seller
or £1 100%by Buyer.
1.12 Personal property to be includedin the sale includes all ite: ins attached
and affixed to the Property as of the
Effective Date and the following:
Seller bnitals: DA)E S Saver tit
ee
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
_
nt
SALE OF Pi TX: For
1h ces
CO!
PUR. AS as lowing-the E!
com it £1 ‘UTA: Nicy:o1 the itment prior te
Buys isfy
‘COE. Sell shall :xeritove; jen 10 may:
INSPE ION OE: PROPERTY: Bi
eller.
1S alt
yet
individ indi wval hall:
Prope!
§; LEAD-B
uve: BP:
vi
mation. iy
‘Yor found at mn ‘to conduc! ad-based pé
are incorporated herein by this reference. Buyer wz es the ten (10) day-onportinity’
nan sessment. prea ‘AS:
eS ITION. uy! ibs!
Effe
‘of Re est ‘Mon
js of-valiie: git
OE; er’
ent forthe to
Buyerand ssi
e Partie: all pay:
ing, costs, applicableto:
ils 14. comply: ntract,,
‘REMED! ? FE!
Fa:
ap
‘requ up ler indicatin:
cht
isin
‘Selléf.stiall brea e: tet
Se tor. remiet ave:
tract ntrac
to; ‘Specific ance:and.dams juyer breaches:
lui
The ipret Swit ing OU
tract mmieys® fe ung:
ftom eS: AWE id ia favor paid to Buys eceds of the
\of such sui
élo: contemplated y this: Contract.
as
9: ‘CHAN OR-REPRESENTATIO! TY ACKNOWLEDGES:
ORAL RESENTAS [ON ‘OR OMI
HAS NOT ‘modifies
‘TIS SSED WRITING IN T! CT. This Contract y be ariiended
YY an igned by’ Buyer’:
EMENT. Sellermay remain:o¢ in-the property: until Septe er
USE‘ AND 0!
2022 ona’ Occupancy ment” basis: Bu; (0 hold Back $ ‘proceeds to’erisure er Vi
uyer Ini
=
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
eae ee
t0 the Seller apon confirmation of the
wrth any Jaga! costs deducted from seller's bldbsck. Moniss tbe di
property being vacated.
stall b writing and
mitted
11, NOTICES. Any and all Is or requests ited in the US. Mail, registered or
notices, ipt, ifedepos secvice.
shall be effective upon ‘delivery, electronic mail, or upon rece! etc jal ais courier or express
certified, return postage id, or if deposited
12, MISCELLANEOUS. agree to be bound by
nts
Additto,nal Terms and Conditions. THe Partiesconditions conflict with
At and
cln. owledgeme ional terms: and
‘gachadi wy
and conditions shall control.
of this Contract, the terms and condition s in
set forth ership,
or any of its rights here under to any person, partn ired.
assign this Contra ct " is not nec ess ary OF requ
3 12.2. Assignment. Buyer may ignment
or ather entity without natice to Seller. Seller' s consent to such asi ditions
corpor ation s, con
respect tO the pel formance of all term
112.3 Time is of the Essence. Time is of the essence with
and provisions of this Contract. of the state where the
and enforced under the laws
12.4 Choice of Law. This Contract shall be governed
of law provisions.
Property is located without regard to any conflict dge and record a
Buyer may execute, acknowle
12.5 Memorandum of Contract Seller agrecs that (the "Memor and um o} € Contract"), and, in
Contrac t in the form attache d hereto as Exhi ibin “A” execute,
memorandum of this um of Contract, Buyer shall
event Buyer elects to execute, acknowl edge and record the Memorand Property
est in the
the ion and quite! faim dee d of any inter‘shall, upon proper.
and deliver to Escrow Agent @ notice of terminat Termination’
acknowledge
ice of scro w i.
Agen t
in the form attached hereto as Exhibit “B" (the “Not further instruction from the Parties, record the Notice of
this Contrac t and with out
cancellation of termination of
.
Termination in the Official Records of the County
ronic means and im any
12.6 Electronic Execution and Counte rparts . This Contract may be executed by elect
when taken together shall
number of counterparts, each of which shall
be deemed an original and all of whi ch
constitute one instrument. Buyer is a
Seller unde! stands and acknowledges that
12.7 Buyér Disclosures and Voluntar ry Agreement.
senting either Buyer,oe Seller, or Assignee in
the capac ity of a
licensed real estate salesperson who is not repre may assign its co mitractual
ases. real property and who, in its discretion,
salesperson but is an investor who purch Price may not re! flect the Proper ty's fair market value.
The Purcha se
interest in the Property fora pi rofit.
[SIGNATURES ON THE FOLLOWING PAGE]
seller tail: DEB = Bayer wuaef
Date Filed 8/30/2022 8:35 AM
Superior Court - Worcester
Docket Number 2285CV00919
terms and conditions
andordtands the threat of this
“peler nckn0" ieand fe andentering
agrios thot Sellerbax read end
into this Contract voluntarily ‘and bas cot beee ened, coerced, OF
Contract Intimidated into signing this Contract.
ED BY BUYER
APPROVED AND ACCEPTED BY SELLER APPROVED AND ACCEPT
on ure NA, 200: on Cfiyf2 2022:
a LLC
Citrus Property Investments,
Mon Phe By Anthony Valera
Its Acquisitions
Dor
Preview
Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 E-FILED COMMONWEALTH OF MASSACHUSETTS: WORCESTER, ss. “SUPERIOR COURT DEPARTMENT CIVIL ACTION NO. 2285CV00919 he CITRUS PROPERTY INVESTMENTS. I Plaintiff, EMILE & DOREEN MENARD, BEAVER { PROPERTIES, LLC, BEAVER WORCESTER | LLC, AND WHITEACRE PROPERTIES LLC Defendants. Gf seamsth: ms = VERIFIED. =— AMENDED COMPLAIN Tr. Plaintiff Citrus Property Investments, LLC (""Plaintiff" or "Citrus") hereby asserts its Verified Amended Complaint seeking specific performanice of the Purchase Contract dated June 14, 2022, attached hereto as ~ with regard to property located at 51 Beaver Street, Worcester, Massachusetts (hereinafter, the “Property”). Citrus contracted with the Seller, Defendants Emile and Doreen Menard, to purchase the Property: Citrus also contracted with Defendant Whiteacre Properties LLC (‘“Whiteacre”) to assign to Whiteacre Citrus’ rights to purchase the Property. The Seller has refused to close on the sale of the Property and has subsequently sold thé property to Beaver Properties LLC. PARTIES 1 Citrus Property Investments, LLC is a Massachusetts Limited Liability Company with a usual place of business located at 12 Chrome Street, Worcester, Worcester County, Massachusetts. Date Fed 8/30/2022 8:35 AM ‘Superior Court - Worcester Docket Number 2285CV00919 2 Emile and Doreen Menaid are individuals who, upon information and belief, reside at 51 Beaver Street, Worcester, Massachusetts. 3 Defendant Beaver Properties, LLC, is, upon information and belief, a Delaware. Limited Liability Company with a principal place of business located at 150 E. Central Street, Natick, Massachusetts 01760. Upon information and belief, Enis Shehu is an agent of Beaver Properties, LLC. 4 Defendant Beaver Worcester LLC, is, upon information and belief, is a Delaware Limited Liability Company with a principal place of business located at 2140 South Dupont Highway, Camden, Delaware. 5. Deferidant Whiteacre Properties, LLC is a Massachusetts Limited Liability Company, with a principal place of business located at 150 Speen Street, Natick, Massachusetts 01760. The registered agent for Whiteacre is Enis Shehu, located at 150 E. Central Street, Natick, Massachusetts 01760. E. ACTUAL ALLEGATIONS 6. On or about April 22, 2022, Citrus and Whiteacre entered into a Non-Disclosure And Non-Circumvention Agreement (“NDNCA”). See 7 Per the terms of the NDNCA, Whiteacre, “intends to be legally bound hereby irrovcably and agrees not to circumvent, avoid payment of fees or commissions, avoid, bypass or obviate (Plaintiff), directly or indirectly, in any transaction with any entity, partnership, individual, or trust, revealed by (Citrus) to (Whiteacre), in conjunction with any project and/or transaction involving any real estate properties, contract, agreements, options, or assignments thereof.” Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 8. Paragraph 3 of the NDNCA states, “It is further agreed that in the event (Whiteacre) shall at any time violate the terms of this Non-Disclosure and Non-Circumvention Agreement, (Whiteacre) shall be liable to ‘pay to (Citrus) any and all profits, and/or commissions which such (Citrus) would have earned, or made from any transaction which may be consummated, as a result of, or through such unperinitted circumvention, plus all court costs and legal fees expended in the enforcement of this agreement,” 9 On or about June 14, 2022, Plaintiff and Emile & Doreen Menard (“Sellers”) executéd a Purchase Contract (the “Purchase Contract”) pursuant to which the Sellers agreed to sell the Property located at 51 Beaver Street, Worcester, Massachusetts to Plaintiff for a total purchase price of $110,000. See Exhibit 3. As required by the Purchase Contract, Plaintiff deposited $1,000 with the escrow agent. 10. Per the terms of the Purchase Contract, the close of escrow was to be August 2, 2022. IL. Section 8 of the Purchase Contract states, “Ifa party fails to comply or perform under this Contract, the other party shall deliver-a notice to the breaching party specifying the non-compliance (the “Cure Notice”), If the non-compliance is not cured within ten (10) calendar days after receipt of the Cure Notice (the “Cure Period”), the failure to comply shall become a breach of this Contract. A Cure Notice is not required upon Seller indicating an intention to or refusing to close escrow by the COE date. If Seller shall breach any of the terms or provisions of this Contract, Buyer may proceed against Seller for any claim or remedy the Buyer may have in law or equity, which includes, but is not limited to, specific performance and damages....The prevailing party in any lawsuit arising out of or to enforce this Contract shall be awarded its feasonable attorneys” fees, except fees and costs incurred prior to and/or after the filing of such Date ried 8/30/2022 8:35 AM ‘Superior Court - Worcester Docket Number 2285CV00919 lawsuit. Any attorneys’ fees awarded in favor of Buyer may be paid to Buyer from the proceeds of the closing of the transaction contemplated by this Contract.” 12, At the top of page 4 of the Purchase Contract it states, “Seller acknowledges and agrecs that Seller has read and fully understands the terms and conditions of this Contract and is entering into this Contract voluntarily and has not been threatened, coerced, or intimidated into signing this Contract.” 13, On or about June 17, 2022, Citrus entered into a Contract to Purchase Real Estate with Whiteacre by which Citrus would assign its rights to purchase the Property to Whiteacre for $326,500. See 14, A week after the Purchase Contract was signed by the parties, the Sellers’ son called Citrus and stated that the Sellers wanted to change the terms of the Purchase Contract to allow the Sellers to stay in the property as tenants. 1S. On July 5, 2022 the Sellers’ son called Citrus and stated that the Sellers did not want to sell the Property. 16. On July 11, 2022, Citrus sent a letter to the Sellers with regard to the Purchase Contract (hereinafter, the “Notice to Cure”). See Exhibit D. 17. In the Notice to Cure, Citrus states that it has been informed that the Sellers have intimated that the Sellers will not sell the Property for the contracted terms, which created an anticipatory breach of contract. The Notice to Cure goes on to state that it was believed that the Sellers had received a higher offer from a third-party. 18. The Notice to Cure, demanded that the Sellers honor the terms of the Purchase Contract or renegotiate acceptable terms. 19. The Sellers did not respond to the Notice to Cure. Date riled 8/30/2022 8:35 AM ‘Superior Court - Worcester Docket Number 2285CV00919 20. ‘On July 19, 2022, the Sellers transferred the Property to Beaver Properties, LLC. The transfer was recorded with the Middlesex Registry of Deeds on August 4, 2022 at Book se 68024, Page 338. See 21. On August 3, 2022, Citrus was informed by Whiteacre that Whiteacre went around Citrus’ back on the deal and went directly to the Seller to purchase the Property. Whiteacre asked Citrus to rescind its $1,000 deposit on the deal and offered to pay Citrus $5,000 for said recission. 22. On August 5, 2022, Beaver Properties, LLC trajisferred the Property to Beaver Worcester LLC. The transfer was recorded with the Middlesex Registry of Deeds on August 9, 2022 at Book 68044, Page 298. See Exhibit sexhibit'r: 23. In an affidavit recorded with the Middlesex Registry of Deeds on August 9, 2022 at Book 68044, Page 294, Dale Wheatley, as manager of Beaver Properties, LLC, states that the deed recorded at Book 68024, Page-338 incorrectly stated Beaver Properties, LLC as the grantee. The affidavit states that the intended grantee of the deed was Beaver Worcester LLC. See Ex! it 24, Citrus has performed all prerequisites to the closing, and was and is ready, willing and able to perform all of its obligations unde the Purchase Contract, including payment of the balance of the purchase price of $110,000. COUNT. (Specific Performance — Emile and Doreen Menard) 25. Citrus repeats the allegations set forth in paragraphs I through 24, above. 26. The Sellers are not entitled to renege on the sale of the Property by refusing to close after executing the Purchase Contract. Date Fed 8/30/2022 8:35 AM ‘Superior Court - Worcester Docket Number 2285CV00919 27. Citrus is entitled to specific performance, and the Sellers and Beaver Properties, LLC should be compelled by the Court to abide by the terms of the Purchase Contract, and execute and record a deed to Citrus for the Property, 28. Because of the Sellers’ unjustified behavior, Citrus should be awarded its costs and attorneys’ fees incurred in connection with this action. COUNT I (Breach of Contract- Emile and Doreen Menard) 29, Citrus incorporates by reference paragraphs | through 28 of the Verified Complaint as if fully set forth herein. 30. Emile and Doreen Menard have materially breached the Purchase Contract by failing and refusing to close on the sale of the Property as outlined in the Purchase Contract. 31. Asa result of Emile and Doreen Menards breach of the Purchase Contract, Citrus has suffered damages. COUNTIIL (Breach of Contract- Whiteacre Property, LLC) 32. Citrus incorporates by reference paragraphs | through 31 of the Verified Complaint as if fully set forth herein. 33. Whiteacre Property LLC has materially breached both the NDNCA and the Offer to Purchase Contract with Citrus by circumventing, avoiding, bypassing or obviating Citrus when it purchased the Property from the Menards, and failing and refusing to honor the terms of the Offer to Purchase Contract. 34. As a result of Whiteacre Property LLC’s breach of both the NDNCA and the Offer to Purchase Contract, Citrus has suffered damages. | Date ried 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919. COUNT IV (Tortious Interference with Contractual Relations — Beaver Properties, LLC and Beaver Worcester LLC) 35, Citrus repeats and realleges the allegations set forth in paragraphs 1-34, above. 36. At all material time, Beaver Properties, LLC and Beaver Worcester LLC knew of the existence of the contractual relationship between Citrus and the Sellers. 37. Beaver Properties, LLC and Beaver Worcester LLC knowingly induced the: Sellers to breach their contractual relationship with Citrus by offering the Sellers more money for the Property. 38. Beaver Properties, LLC:and Beaver Worcester LLC’s interference, in addition to being intentional, was improper in motive and/or means. 39. Asa result of Beaver Properties, LLC and Beaver Worcester LLC's tortious interference with the contractual relations between Citrus and the Sellers, Citrus has suffered damages. WHEREFORE, Citrus demands relief as follows: 1 That the Court grant Citrus’ separately filed Ex Parte Motion for Approval of Memorandum of Lis Pendens, forthwith; 2 That the Court enter judgment compelling specific performance of the Purchase Contract and requiring the Sellers to execute and record a deed to Citrus, forthwith, upon tender of the balance of the consideration set forth therein; 3 That the Court award Citrus damages due to the actioris of the Defendants; 4 That the Court enter judgment awarding to Citrus its costs and reasonable attomeys' fees; and Date Flea 8/30/2022 8:35 AM ‘Superior Court - Worcester Docket Number 2285CV00919 5 That the Court grant to Citrus such other and further relief as the Court deems just and proper: Respectfully submitted, CITRUS PROPERTY INVESTMENTS, LLC By its attorney, /s/ Gregory Teg 2 BO Mirrione, Shaughnessy & Uitti, LLC 2 Batterymarch Park, Suite 202 Quincy, MA 02169 (P) (508) 510-5727 (F) (508) 857-0751 gfleming@msulle.com Dated Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 Verification COMMONWEALTH OF MASSACHUSETTS ) )ss. COUNTY OF WORCESTER ) I, Anthony Valera, do depose and state that I am a Plaintiff herein, that I have read the foregoing Verified Complaint and am familiar with the contents thereof, and the facts set forth therein are true of my own personal knowledge, except for diy facts set forth upon information and belief, and as to those facts, I believe them to be true. No material facts have been omitted from the Complaint. Signed under the penalties of perjury this 4+ hday of August, 2022. Anthony Valera . Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 ct Date Filed 8/30/2022 8:35 AM Superior Court - Worcester jop signature velea Docket N lumber 228: te sand NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (NDNCA) This Agreement is entered into this 22nd day of April, 2022, by and between the undersigned parties. Be it resolved that in consideration of this recitals contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties hereby agree and certify that: 1 The Receiving Party intends to be legally bound hereby irrevocably and agrees not to circumvent, avoid payment of fees or commissions, avoid, bypass or obviate the Disclosing Party, directly or indirectly, in any transaction with any entity, partnership, individual, or trust, revealed by the Disclosing Party to the Receiving Party, in conjunction with any project and/or transaction involving any real estate properties, contracts, agreements, options, or assignments thereof. Nor shall the Receiving Party disclose or otherwise reveal, to any third party, any confidential information revealed by the Disclosing Party, particularly that concerning partners, investors, lenders, buyers, organizations or individuals’ names, addresses, emails, phone numbers, or any other means of access thereto, without the specific formal written consent of the Disclosing Party. It is further agreed that in the event the Receiving Party party shall at any time violate the terms of this Non-Disclosure and Non-Circumvention Agreement, the Receiving Party shall be liable to pay to the Disclosing Party any and all profits, and/or commissions which such the Disclosing Party would have earned, or made from any transaction which may be consummated, as a result of, or through such unpermitted circumvention, plus all court costs and legal fees expended in the enforcement of this agreement. It is agreed that this Agreement shall remain in effect for a period of two (2) years or the life of any agreement, contracts, or commercial agreements, whichever is longer, and will automatically renew itself thereafter from year to year unless mutually agreed to in writing to cancel this Agreement. All the terms of this Agreement shal] be binding and inure to the benefit of the parties hereto, their respective heirs, representatives, successors, assigns and designees. * —= a ZT \ Disclosing Party: Receiving Party’ datlogp veriied “ieee Date ried 8/30/2022 8:35 AM Superior Court - Worcester Docke NUM RRK EASA MARE | This Agreement shall be interpreted under the laws of the State of Massachusetts. The parties have executed and delivered this Agreement and is effective from the date of signing by both or all parties. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seal this Agreement on April 22, 2022 se a = Disclosing Party: | | Receiving ‘arty: a Gethony Valera ‘dollop verified 255 PM EDT TWO. QAFO.CT¢6-TOMY ' Sie] Name: Anthony Valera | Name: Devon Turner y } Company: Citrus Property Investments, LLC | Company: White Acre Properties Title: Acquisitions Manager Title: Acquisitions Manager Date: 04/22/2022 __. — || Date: 0922/2022 _ — —= Disclosing Party: Receiving Party: Date tiled 8/30/2022 8:35 AM Superior Court - Worcester " Docket Number 2285CV00919 re ti Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 ‘RUCT! PURCHASE CONTRACT AND ESCROW INST! tract’), is effect; the THIS PURCHASE CONTRACT AND ESCROW INSTRU! Contract and and latest date it is executed by the Parties (the “Effective Date"),ani comp! w)Ceallective fs 1.9. below) and Buyer (defined in Section between Soller (defined in Section 1:9. 1. BASIC TERMS. This Section 1 defines the Basic Terms of this Contract. 1,1 Property Address: Si Beaver St Worcester, MA 01603 . APN: M08 B:014 L:0009B. ‘ded by Escrow Agent. 1.2 Legal Description: As stated in the Commitment to be provi x rtogether with all improvements, 1.3 The Property: The real property described itin § fixtures, and appurtefiancés the reo n | si de thereto, plus the personal property described in 1.4 Earnest Money: $1,000.00 (the "Deposit") 1.5 Purchase Price: $110,000.00 1.6 Close of Escrow: August 2nd; 2022 1.7 Escrow Agent: Name: Attorney David R. Rocheford, Jr, Address: 156 Hamilton St, Leominster,MA Email: DavidR @thebestclosings.com 1.8 Parties: Seller: Emile & Doreen Menard Buyer; Citrus Property Investments, LLC 1.10 Inspection Period: 15 business days 1.11 Closing Amounts to be paid as follows Encrow fees and costs: (10% by Buyer and 50% by Seller or 100% Seller or CJ Buyer, HOA fees (disclosure, transfer, capital improve by Buyer; standard title policy: & ment/reserve) (if applicable): 0 50% by Buyer and 50% by Seller or £1 100%by Buyer. 1.12 Personal property to be includedin the sale includes all ite: ins attached and affixed to the Property as of the Effective Date and the following: Seller bnitals: DA)E S Saver tit ee Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 _ nt SALE OF Pi TX: For 1h ces CO! PUR. AS as lowing-the E! com it £1 ‘UTA: Nicy:o1 the itment prior te Buys isfy ‘COE. Sell shall :xeritove; jen 10 may: INSPE ION OE: PROPERTY: Bi eller. 1S alt yet individ indi wval hall: Prope! §; LEAD-B uve: BP: vi mation. iy ‘Yor found at mn ‘to conduc! ad-based pé are incorporated herein by this reference. Buyer wz es the ten (10) day-onportinity’ nan sessment. prea ‘AS: eS ITION. uy! ibs! Effe ‘of Re est ‘Mon js of-valiie: git OE; er’ ent forthe to Buyerand ssi e Partie: all pay: ing, costs, applicableto: ils 14. comply: ntract,, ‘REMED! ? FE! Fa: ap ‘requ up ler indicatin: cht isin ‘Selléf.stiall brea e: tet Se tor. remiet ave: tract ntrac to; ‘Specific ance:and.dams juyer breaches: lui The ipret Swit ing OU tract mmieys® fe ung: ftom eS: AWE id ia favor paid to Buys eceds of the \of such sui élo: contemplated y this: Contract. as 9: ‘CHAN OR-REPRESENTATIO! TY ACKNOWLEDGES: ORAL RESENTAS [ON ‘OR OMI HAS NOT ‘modifies ‘TIS SSED WRITING IN T! CT. This Contract y be ariiended YY an igned by’ Buyer’: EMENT. Sellermay remain:o¢ in-the property: until Septe er USE‘ AND 0! 2022 ona’ Occupancy ment” basis: Bu; (0 hold Back $ ‘proceeds to’erisure er Vi uyer Ini = Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 eae ee t0 the Seller apon confirmation of the wrth any Jaga! costs deducted from seller's bldbsck. Moniss tbe di property being vacated. stall b writing and mitted 11, NOTICES. Any and all Is or requests ited in the US. Mail, registered or notices, ipt, ifedepos secvice. shall be effective upon ‘delivery, electronic mail, or upon rece! etc jal ais courier or express certified, return postage id, or if deposited 12, MISCELLANEOUS. agree to be bound by nts Additto,nal Terms and Conditions. THe Partiesconditions conflict with At and cln. owledgeme ional terms: and ‘gachadi wy and conditions shall control. of this Contract, the terms and condition s in set forth ership, or any of its rights here under to any person, partn ired. assign this Contra ct " is not nec ess ary OF requ 3 12.2. Assignment. Buyer may ignment or ather entity without natice to Seller. Seller' s consent to such asi ditions corpor ation s, con respect tO the pel formance of all term 112.3 Time is of the Essence. Time is of the essence with and provisions of this Contract. of the state where the and enforced under the laws 12.4 Choice of Law. This Contract shall be governed of law provisions. Property is located without regard to any conflict dge and record a Buyer may execute, acknowle 12.5 Memorandum of Contract Seller agrecs that (the "Memor and um o} € Contract"), and, in Contrac t in the form attache d hereto as Exhi ibin “A” execute, memorandum of this um of Contract, Buyer shall event Buyer elects to execute, acknowl edge and record the Memorand Property est in the the ion and quite! faim dee d of any inter‘shall, upon proper. and deliver to Escrow Agent @ notice of terminat Termination’ acknowledge ice of scro w i. Agen t in the form attached hereto as Exhibit “B" (the “Not further instruction from the Parties, record the Notice of this Contrac t and with out cancellation of termination of . Termination in the Official Records of the County ronic means and im any 12.6 Electronic Execution and Counte rparts . This Contract may be executed by elect when taken together shall number of counterparts, each of which shall be deemed an original and all of whi ch constitute one instrument. Buyer is a Seller unde! stands and acknowledges that 12.7 Buyér Disclosures and Voluntar ry Agreement. senting either Buyer,oe Seller, or Assignee in the capac ity of a licensed real estate salesperson who is not repre may assign its co mitractual ases. real property and who, in its discretion, salesperson but is an investor who purch Price may not re! flect the Proper ty's fair market value. The Purcha se interest in the Property fora pi rofit. [SIGNATURES ON THE FOLLOWING PAGE] seller tail: DEB = Bayer wuaef Date Filed 8/30/2022 8:35 AM Superior Court - Worcester Docket Number 2285CV00919 terms and conditions andordtands the threat of this “peler nckn0" ieand fe andentering agrios thot Sellerbax read end into this Contract voluntarily ‘and bas cot beee ened, coerced, OF Contract Intimidated into signing this Contract. ED BY BUYER APPROVED AND ACCEPTED BY SELLER APPROVED AND ACCEPT on ure NA, 200: on Cfiyf2 2022: a LLC Citrus Property Investments, Mon Phe By Anthony Valera Its Acquisitions Dor