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NAILAH K. BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113
Court of Common Pleas
New Case Electronically Filed: COMPLAINT
February 16,2024 10:09
By: VICTOR J. NIRO 0102615
Confirmation Nbr. 3089790
3604 W BOTH STREET LLC, ET AL. CV 24 992963
vs.
Judge: MICHAEL P. SHAUGHNESSY
BRJ PROPERTIES LLC, ET AL.
Pages Filed: 72
Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ
IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
3604 W 130TH STREET LLC
c/o Bower Stevenson LLC
2515 Jay Ave., #101
Cleveland, OH 44113
Case No.
and
BENJAMIN ROBBINS
JUDGE
c/o Bower Stevenson LLC
2515 Jay Ave., #101
Cleveland, OH 44113
Plaintiffs
v.
BRJ PROPERTIES LLC COMPLAINT
c/o Ohio Statutory Agent LLC
6545 Market Ave. N. Ste 100
North Canton, OH 44721
and
ROBERT BARBER
9490 Thunder Sky St., Unit 102
Las Vegas, NV 89178
Defendants.
Now come Plaintiffs 3604 W 130th Street LLC and Benjamin Robbins (together,
“Plaintiffs” or “3604”) by and through the undersigned counsel, to state for their Complaint:
INTRODUCTION
1. Plaintiffs bring this action to recover damages resulting from Defendants’ fraud in
the sale of certain real property: a duplex located at 3604 W 130th Street, Cleveland, Ohio 44111
(which property bears Permanent Parcel Number 022-10-055) in the Cuyahoga County Records)
(the “Property).
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PARTIES
2. At all times relevant, Plaintiff 3604 W 130th Street LLC was an Ohio Limited
Liability Company doing business in Ohio.
3. At all times relevant, Plaintiff Benjamin Robbins was an individual and a resident
of New York.
4. On information and belief, and at all times relevant, Defendant BRJ Properties LLC
(“BRJ”) was a Nevada Limited Liability Company registered as a foreign Limited Liability
Company to operate and do business in Ohio.
5. On information and belief, and at all times relevant, Defendant Robert Barber
(“Barber”) was an individual and a resident of Nevada and is a member of BRJ.
JURISDICTION & VENUE
6. This Court has subject matter jurisdiction over this case pursuant to Ohio Rev. Code
§ 2305 et seq.
7. This Court has jurisdiction over the parties pursuant to Ohio Rev. Code §
2307.382(A)(1) because the Defendants each transacted business in this state.
8. Venue is proper in this Court under Ohio Rule of Civil Procedure 3(C)(3), (5), and
(6) because Defendants conducted the activity at issue in this county, this county is the county in
which the Property—which Property is the subject of the action—sits, and the claim for relief arose
in this county.
FACTS
9. On information and belief, Defendant Barber purchased the Property on or about
November 19, 2021, after which Defendant Barber conveyed the Property to BRJ, a Nevada
limited liability company that Barber controlled.
10. In the spring of 2023, Plaintiffs sought to invest in Cuyahoga County real estate.
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11. Plaintiffs were specifically interested in purchasing occupied properties, with
tenants that were current on rent and economically stable.
12. On or about April 14, 2023, Defendants caused the Property to be listed for sale.
(See Exhibit A – the “Listing”).
13. The Listing stated that the Property was “bringing in very strong rents,” that the
Tenants were each “currently” paying $985 a month in rent and all utilities except for water and
sewer, and that the Property was “very straightforward and hands-off,” among other
representations.
14. Soon after Defendants posted the Listing, Plaintiffs became aware that the Property
was for sale and, based on the Listing, were interested in purchasing the Property because Plaintiffs
anticipated the Property to generate steady rental income.
15. Defendants also represented to Plaintiffs that the Property had two tenants with
written lease agreements, one of whom resided in the upstairs unit of the Property (the “Upstairs
Tenant”) and one of whom resided in the downstairs unit of the Property (the “Downstairs Tenant”)
(together, the “Tenants”).
16. Based on the representations in the Listing and Defendants’ additional
representations regarding the Tenants and their status, Plaintiffs submitted an offer to purchase the
Property on or about May 10, 2023, which BRJ accepted on or about May 12, 2023. (See Exhibit
B - Offer to Purchase Real Estate and Acceptance (the “Agreement”).
17. The purchase ultimately closed, and the Property was conveyed to Plaintiffs on or
about July 26, 2023.
18. After the deal closed and Plaintiffs took ownership of the Property, however,
Plaintiffs became acutely and fully aware that Defendants had made several critical affirmative
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misrepresentations to Plaintiffs regarding the occupancy of the Property and the stream of income
coming from the Tenants.
19. First, Defendants became aware that the Leases under which the Tenants resided in
the Property did not match the claims in the Listing—in fact, the Leases called for a lower rent
than Defendants claimed on the Listing. (See Exhibit C – the “Leases”).
20. Plaintiffs also became aware that Defendants had indeed initiated eviction actions
in the Cleveland Municipal Court for nonpayment of rent against both Tenants, despite
representing on multiple occasions that the Tenants were current on rent and that the Property was
and would be fully occupied.
21. Indeed, unbeknownst to Plaintiffs, Defendants filed an eviction action against the
Upstairs Tenant on or about March 14, 2023, and stated in the filing—approximately one month
before claiming on the Listing that the rents at the Property were current and that both units were
occupied—that the Upstairs Tenant had not paid rent to Defendants since December of 2022. (See
Exhibit D – Upstairs Eviction Complaint).
22. Defendants also filed to evict the Downstairs Tenant on or about May 9, 2023—
just one day before Plaintiffs made the offer to purchase the Property—and similarly stated in the
complaint that the Downstairs Tenant had not paid rent since March. (See Exhibit E – Downstairs
Eviction Complaint).
23. As a result of these filings—while Plaintiff was still pursuing the purchase of the
Property—Defendants secured a judgment to evict the Downstairs Tenant.
24. Plaintiffs also determined in reviewing these filings that the Leases did not,
apparently, reflect the actual arrangements in place with the Tenants: Defendants admit in both
complaints filed against the Tenants that the Tenants resided in the Property pursuant to an oral
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month-to-month lease agreement—which statements directly contradict Defendants’
representations to Plaintiffs that the Tenants resided at the Property pursuant to the written Leases.
25. Defendants’ misrepresentations as to the occupancy of the Property were material
to the Agreement, as Plaintiffs presented the offer to purchase the Property specifically because
Plaintiffs believed that the Tenants occupied the Property and were generating income at the
Property.
26. Finally, at closing, Defendants transferred just one Tenant’s security deposit,
despite their previous claims that they possessed security deposits for both Tenants.
27. Thus, even though Plaintiffs expected—as was represented by Defendants—that
The Property was occupied and generating rental income, Plaintiffs in fact purchased a property
that was (or at the very least would soon be) unoccupied and that had not generated rental income
for months.
28. Since taking possession of the Property, Plaintiffs have continually attempted to
return the Property to a fully occupied state and have marketed the Property to new, prospective
tenants, but have not yet been able to return the Property to the fully occupied state that Plaintiffs
anticipated the Property would be in after the purchase.
29. Plaintiffs also incurred significant costs associated with the ownership of the
Property, including repair and cleaning costs for damage to the Tenants’ abandoned units, as well
as maintenance costs, property taxes, utilities payments, and other associated fees, and continue to
incur costs associated with the ownership of the Property.
30. In an attempt to resolve this dispute, Plaintiffs sent a letter to Defendants in
December of 2023, but Defendants did not respond, leaving Plaintiffs with no choice but to file
this complaint.
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FIRST CAUSE OF ACTION: FRAUDULENT INDUCEMENT
31. Plaintiffs hereby incorporate paragraphs 1 through 30 above as if fully rewritten.
32. Defendants, both in the Listing and when approached by Plaintiffs, as well as
through closing, made a number of representations about the Property, including that the Property
was occupied and generating income at the time Robbins made his offer, and that the Property was
subject to certain Leases.
33. These representations were material to the Agreement, and indeed induced
Plaintiffs to enter into the Agreement, and Defendants were aware that Plaintiffs’ primary
consideration in purchasing the Property was that it would continue to generate income from the
Tenants.
34. Defendants made these false representations with knowledge of their falsity, and
the intent of misleading Plaintiffs into relying on them.
35. Plaintiffs’ reliance on the misrepresentations was justified.
36. Defendants’ fraudulent misrepresentations directly and proximately caused
Plaintiffs to incur damages in excess of $25,000.00.
SECOND CAUSE OF ACTION: BREACH OF CONTRACT
37. Plaintiffs hereby incorporate paragraphs 1 through 36 above as if fully rewritten.
38. Defendants and Plaintiffs executed the Agreement based on Plaintiffs’
understanding that the Tenants occupied the Property and that the Tenants’ rental payments were
generating income at the Property; such understanding was an essential component of Plaintiffs’
and Defendants’ mutual understanding.
39. Despite this, the Tenants did not occupy the Property when Plaintiffs closed on the
Agreement.
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40. At all relevant times, Plaintiffs complied with all of the obligations that the
Agreement required and paid the full purchase price for the Property.
41. However, Defendants breached the Agreement by conveying the Property to
Plaintiffs in a condition that was significantly different than the condition in which Defendants
represented the Property at the time of the Agreement.
42. Defendants’ breach of the Agreement directly and proximately caused Plaintiffs to
incur damages in excess of $25,000.00.
THIRD CAUSE OF ACTION: UNJUST ENRICHMENT
43. Plaintiffs hereby incorporate paragraphs 1 through 42 above as if fully rewritten.
44. Plaintiffs conferred a benefit upon Defendants by transferring to Defendants the
purchase price of $183,630.00 (the “Purchase Price”) in exchange for the Property, based on
Defendants’ representations and the Agreement.
45. Defendants were aware that Plaintiffs had conferred the benefit, even though
Defendants knew their representations were false.
46. Defendants unjustifiably and inequitably retained, and continue to retain, the
entirety of the Purchase Price, even though they obtained the Purchase Price through false
representations.
47. Defendants’ unjust enrichment directly and proximately caused damage to
Plaintiffs in excess of $25,000.00.
FOURTH CAUSE OF ACTION: PIERCING THE CORPORATE VEIL
48. Plaintiffs hereby incorporate paragraphs 1 through 47 above as if fully rewritten.
49. Upon information and belief, Barber possessed control over BRJ that was so
comprehensive and complete that BRJ had no separate mind, will, or existence of its own.
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50. Barber exercised control of BRJ to commit fraud and other unlawful acts against
3604.
51. Plaintiffs suffered losses in excess of $25,000.00 resulting from Barber’s use of
BRJ to commit the fraudulent actions identified throughout this Complaint.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs respectfully request that this Court grant the following relief:
1. Compensatory damages in excess of $25,000.00 in favor of Plaintiffs for damages
directly and consequentially resulting from Defendants’ fraudulent conduct, jointly and severally
for each Defendant, which amounts shall be more specifically determined at trial;
2. Judgment for punitive damages;
3. Judgment for reasonable attorney’s fees;
4. Any other relief that this court deems just and proper.
Respectfully Submitted,
/s/Justin D. Stevenson
Justin Stevenson (#0092448)
Victor Niro (#0102615)
Bower Stevenson LLC
2515 Jay Avenue, Suite 101
Cleveland, OH 44113
P: 216-600-8169
F: 216-472-8524
justin@bowerstevenson.com
vniro@bowerstevenson.com
Attorneys for Plaintiffs
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EXHIBIT A – LISTING
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Cross Property Agent Full w/ Photos
Residential IncomML: 4451044 Sold List Price: $184,900
3604 W 130th St, Cleveland, OH 44111 Sold Price: $183,630
Subdiv: Jefferson Park List Date: 04/14/23
Prop Subtype:Two Twp: Cleveland-W/R List Date Rec: 04/14/23
Parcel ID: 022-10-055 County: Cuyahoga Pending Date: 05/12/23
Contingent Dt:
Off Mkt Date: 05/12/23
Closing Date: 06/30/23
Exp. Date:
Directions: South of Loraine Ave DOM/CDOM: 20/20
Property Information Above Gr: 1840/Auditors We Annual Taxes: 2422 School Dist: Cleveland
Municipal
# Units: 2 TOTAL: 1840 Homestead: No Assessments: No % of Units Occupied:100
# Stories: 2 Lot Size (Acres): 0.138 Net Operating Inc: Disability Feat:
Total Rooms: 8 Lot Size Source: Gross Income: Avail for Auction: No
# of Buildings: 1 Driveway: Paved Op Expenses: Auction Date:
Year Built: 1939 Fence: Construction: Actual YBT Fixer Upper:
Basement: Yes Roof: Asphalt/FiberglassExterior: Aluminum House Faces:
Basement Desc: Warranty:
Heating Type: Forced Air
Heating Fuel: Gas
Cooling: None
Water/Sewer: Public Water, Public Sewer
Garage # of Cars: 2
Garage Features:
View Description:
Lot Description:
Amenities:
Paid by Owner:
Paid Tenant:
Appliances/Equip:
Unit Appox Fin SqFt Total Rooms Total Bedrooms Total Bath Monthly Rent # of this Type
#1 4 2 1 $985 1
#2 4 2 1 $985 1
Remarks: Perfect opportunity to purchase a fully occupied duplex bringing in very strong rents! Each unit is 2-bed, 1-bath and each tenant
currently pays $985/month and also pays all utilities except for water/sewer which the owner is responsible for. There are
numerous updates throughout including all new mechanicals - 2 new furnaces and 2 new hot water tanks - as well as 2 new central
air units, almost all new vinyl flooring and carpet throughout and the roof is in very good condition. All of the big-ticket items have
been taken care of and will not need to be touched for years to come! Very straightforward and hands-off!
Office Information 2759/Russell Real Estate Services•Eg (440) 526-9400 F:(440) 526-4488 http://premierclevelandinvesting.com
List Agent: 2018001908/Tal Tamir (216) 870-8687 tal@premierclevelandinvesting.com
Co-Lister:
Showing Instruct: List Type: Exclusive Right
Showing Info: No showings until accepted offer contingent on Internet Listing: Yes Possession: Time of Transfer
inspections
Show Addr to Client: Yes Short Sale: No
Ownership: Online Bidding:
Other : None Explain:
Available Finance: Cash, Conventional, Exchange/Trade
Broker Remarks: Please send email with all questions and offers with pre-approval or proof of funds to Tal@PremierClevelandInvesting.com. Do not
share loops, please send all offers as PDFs via email.
Comparable Information 2847/Keller Williams Citywide Orig List Price: $184,900 Financed: Conventional
Sell Agent: 2015001911/James P. Matheos List Price: $184,900 Sale Date: 06/30/23
Co-Seller: Sale Price: $183,630 Closed By: Sale
Seller Giveback: 0
MLS# 4451044 3604 W 130th St, Cleveland, OH 44111
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Prepared By: James P. Matheos Information is Believed To Be Accurate But Not Guaranteed Date Printed: 11/30/2023
James P Matheos | Keller Williams Citywide | jmatheos@kw.com | Cell: (440) 309-6720
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EXHIBIT B - OFFER TO PURCHASE REAL ESTATE AND ACCEPTANCE
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AMENDMENT TO PURCHASE AGREEMENT
AND REMOVAL OF CONTINGENCIES
,.................................................................... ... Benjamin Robbins ______
This is an Amendment to the real estate purchase agreement between _ _ (BUYER)
and Brj Properties LLC(SeLLer) for_3604West 130th Street,
Qevalimd, 44111 Ohio (the “Property”) dated .05/11/2023 (the “Agreement”).
INSPECTION CONTINGENCIES: The parties hereby agree as follows as in respect to inspection contingencies:
General Home □ Removed 0Removed subject to conditions listed below
Septic □ Removed □Removed subject to conditions listed below
Water Potability □ Removed □Removed subject to conditions listed below
Well Flow Rate □ Removed ORemoved subject to conditions listed below
Radon 0 Removed ORemoved subject to conditions listed below
Mold □ Removed □Removed subject to conditions listed below
Other(s)(specify)
0 Removed 0Removed subject to conditions listed below
□ Removed 0Removed subject to conditions listed below
Pest/Wood Destroying Insect □ Removed □ Removed subject to conditions listed below
Lead-Based Paint □ Removed 0Removed subject to conditions listed below
Condition(s) (attach additional pages if necessary):
Buyer requests a reduction in price of $1500 on some deferred maintenance items for a total purchase price
o_ $183,630.
ALL OTHER TERMS TO REMAIN THE SAME
All other terms and conditions of the Agreement shall remain in full force and effect.
dotloop verified
BenamnRObbins 05/19/23 11:47 AM EDT
LN7Y-AMTO-QTHG-J69Y
BUYER DATE seller DATE
BUYER DATE seller DATE
WALK THROUGH AND REVIEW OF REPAIRS: (Initial the appropriate section)
/BUYER waives the right to Walk Through the Property as provided in the Agreement and hereby accepts the Property in its AS IS
condition, including as to any repairs made at BUYER’S request in connection with conditional removal of BUYER’S inspection contingencies.
/BUYER has completed BUYER’S Walk Through of the Property and hereby acknowledges and agrees that (a) there is no material
adverse change in the Property’s condition; and (b) all repairs and conditions requested by BUYER to be addressed in connection with conditional removal
of BUYER’S inspection contingencies, if any, have been completed and are accepted by BUYER and are therefore deemed to be satisfied and waived.
All other terms and conditions of the Agreement shall remain in full force and effect.
BUYER DATE seller DATE
BUYER DATE seller DATE
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rev. 7.29.19
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rcsiM. “lairtJK-;
OFFOwrusnv
OFFER TO PURCHASE REAL ESTATE AND ACCEPTANCE
This is a legally binding agreement. Consult with your independent legal counsel if you have questions of law.
BUYER: The undersigned Benjamin Robbins
1 ___________________________________________ (“BUYER”) offers to buy
2 the following described property located at: 3604 West 130th Street, Cleveland, OH 44111
, Ohio (the “Property"). Permanent Parcel No. 022-10-055
3
4 The Property, which BUYER accepts in its “AS IS” present physical condition, including any latent defects, shall include the
5 land, all appurtenant rights, privileges and easements, and all buildings and fixtures, including those presently on the Property:
6 all electrical, heating, plumbing and bathroom fixtures; all window and door shades, blinds, awnings, screens, storm windows,
7 curtain and drapery fixtures; all landscaping, disposal, smoke detectors, garage door opener(s) and all controls; and all
8 permanently attached carpeting. The following items shall also remain: □satellite dish; 0range/oven; □microwave; Hkitchen
9 refrigerator; □dishwasherH washer; [Zdryer; □ radiator coversOwindow air conditioner; Llgas grill; □fireplace tools;Dscreen;
10 □ glass doors; □fireplace grates; 0all existing window treatments; 0ceiling fan(s); □ wood burner stove inserts; Qgas logs;
11 □ central air conditioning systems and condensers; and □ water softener. Unless specified herein, fixtures (permanently affixed
12 to the Property) are presumed to be conveyed to BUYER. This Agreement supersedes any representations in the marketing of
13 the Property, including the MLS.
14
Also included All appliances owned by seller to transfer - Prorated rents, all deposits and leases at close
15
16 Not included: ________________________________________________________________________________________________
17 SECONDARY OFFER: This Os His not a secondary offer. This secondary offer, if applicable, will become a orimary contract
18 upon BUYER’S receipt of a signed copy of the release of the primary contract on or before 05/12/2023 _____________ . BUYER
19 shall have the right to terminate this secondary contract at any time prior to BUYER’S receipt of the release of the primary contract
20 by delivering written notice to SELLER or SELLER’S agent. BUYER shall deposit earnest money within four (4) days from the
21 date of receipt of the release notifying BUYER that BUYER'S contract is primary.
22 05/12/2023
23 This offer is open for acceptance, as hereinafter defined, by SELLER on or before 6 pm on
24
25
$ 182,580 185,130 BR
26 PRICE: BUYER shall pay the sum of 05/11/23
3:23 PM EDT
27 payable as follows: $183,630
28
29 Earnest Money to be deposited in a non-interest-bearing trust
30 account with the Escrow Agent within four (4)
31 days from the date of Acceptance, as defined herein, and
2,000
32 credited against purchase price: «p —
33 □ wired funds to Escrow Agent
34 □ check to be made payable to Escrow Agent
35 0 note to be redeemed within four (4) days after Acceptance
36
25%+/-
37 Cash down payment to be deposited with Escrow Agent «p —
38
39
40 Mortgage loan to be obtained by BUYER (specified below): $ 100% on remaining balance
41
42 0 CONVENTIONAL □ FHA QVA nCASH 0 OTHER Seller credit toward closing costs and/or points of $3,630 BR
05/11/23
3:23 PM EDT
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43 The parties hereby direct the Escrow Agent to confirm receipt of Earnest Money by delivering written notice to the parties’ real
44 estate agent(s) or to a party directly if they are not represented. NOTE: Ohio law requires deposits to an Escrow Agent (earnest
45 money and/or down payment) in excess of $10,000 to be conveyed by wire transfer.
46
47 ELECTRONIC DATA SECURITY: Broker, its agents and employeeswill never request a party to wire funds or to supply personal
48 financial data, including without limitation credit or debit card or bank account numbers. The parties agree to independently
49 confirm any communications instructions, including for transfer or deposit, directly with Escrow Agent identified herein. The parties
50 hereby release all brokers and agents involved in this transaction from any and all claims, damages, and causes of action related
51 to any unlawful electronic data security access by a third party.
52
53 FINANCING: This offer is conditioned upon BUYER making a written application for the above mortgage loan within 10
54 days after Acceptance and using good faith efforts to obtain a written commitment for that loan on or about
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05/22/2023
55 If BUYER does not timely obtain a written commitment, then this Agreement shall be null and void,
56 and the parties agree to sign a mutual release authorizing the Earnest Money to be returned BUYER. In the event of a dispute
57 regarding Earnest Money, the Escrow Agent is required by Ohio law to maintain it in its trust account until the Escrow Agent
58 received (a) written mutual authorization of both parties specifying disbursement; or (b) a court order directing disbursement.
59
60 CLOSING: All funds and documents necessary for completion of this Agreement shall be placed in escrow with the lending
61 institution or Cleveland Home Title _________ _(the “Escrow Agent") on or before 06/12/2023 ____________ and title shall
62 be transferred on or about 06/15/2023
63 WALK THROUGH: BUYER and SELLER agree that BUYER may walk through the Property on or about 3-5 ____ day(s) prior to
64 title transfer solely to verify it is in the same or similar condition, absent normal wear and tear, that it was at the time of Acceptance.
65 BUYER acknowledges and agrees BUYER may not raise any issues about the Property's condition at walk through if the condition
66 existed when BUYER viewed or inspected it. If the walk through evidences a material adverse change in the Property's condition,
67 BUYER shall promptly notify SELLER and Escrow Agent in writing. Thereafter, the parties shall mutually agree in writing upon
68 an amount to be either: (1) held in escrow from SELLER’S proceeds pending correction of the material adverse change; or (2)
69 credited to BUYER through escrow at the time of title transfer.
70
71 POSSESSION: SELLER shall deliver possession and occupancy to BUYER on or before 6:00 p.m. -0____ day(s) after recording
06/15/2023
72 of the Deed or , whichever is later. BUYER shall transfer utilities commencing on the date of possession.
73 TITLE: SELLER shall convey marketable title to BUYER by general warranty deed and/or fiduciary deed, if required, with release
74 of dower, free and clear of all liens and encumbrances whatsoever, except (a) any mortgage assumed by BUYER; b) such
75 restrictions, conditions, easements (however created) and encroachments as do not materially adversely affect the use or value
76 of the Property; c) zoning ordinances, if any; and d) taxes and assessments, both general and special, not yet due and payable.
77 SELLER shall furnish an Owner's Fee Policy of Title Insurance from the Escrow Agent for the purchase price with cost of the
78 insuring premium split equally between SELLER and BUYER. SELLER shall have thirty (30) days after written notice to remove
79 title defects. If unable to do so, BUYER may either: a) accept title subject to each defect without reduction in the purchase
80 price; or b) terminate this Agreement. If BUYER elects to terminate this Agreement, the parties agree to sign a mutual release
81 authorizing the Earnest Money to be returned to BUYER.
82
83 PRORATIONS: Tenant security deposits, if any, shall be credited to BUYER through escrow. Rents, if any, taxes and
84 assessments, and homeowners association fees and assessments, if any, shall be prorated by Escrow Agent as of the date of
85 recording of the Deed. Taxes and assessments shall be prorated based upon the latest available tax duplicate. The parties agree
86 to consult with the Escrow Agent and/or county auditor’s office about the status of the Property taxes as the latest available tax
87 duplicate may not accurately reflect the amount of taxes owed. The parties agree to adjust directly any changes in proration when
88 the tax duplicate for the calendar year of closing becomes available. If the Property is new construction and recently completed
89 or in the process of completion at the time of the Agreement, then the Escrow Agent shall make a good faith estimate of taxes to
90 be owed on the value of the improved Property to the date of title transfer and shall reserve sufficient funds in escrow from
91 SELLER'S net proceeds to pay those taxes when they become due and payable after title transfer. Escrow Agent is instructed
92 to release the balance of the funds on reserve upon notice from the county auditor that the taxes on the land and improvements
93 have been paid in full to the date of title transfer. Escrow Agent shall withhold $ 300.00_____ from SELLER to secure payment of
94 final water and sewer charges, if any, and then either pay said charges or verify SELLER’S payment of them and remit any
95 balance to SELLER. If the Property is deemed subject to any agricultural tax recoupment (C.A.U.V.), EJBUYER □SELLER agrees
96 to pay the amount of such recoupment.
97
98 CHARGES/ESCROW INSTRUCTIONS: This Agreement shall be used as escrow instructions subject to the Escrow Agent’s
99 standard conditions of acceptance that are not inconsistent with this Agreement. SELLER shall pay the following costs through
100 escrow: a) real estate transfer tax; b) any amount required to discharge any mortgage, lien or encumbrance not assumed by BR
101 BUYER; c) title exam and one-half the cost of insuring premium for Owners Fee Policy of Title Insurance; d) prorations due 05/10/23
12:01 PM EDT
102 BUYER; e) Broker’s commissions; f) one-half of the escrow; and g) other Request of deposit receipts and leases if any upon acceptan ce
103 (unless VA/FHA regulations prohibit payment of escrow fees by BUYER, in which case SbLLbK snail pay tne entire escrow tee).
104 SELLER shall pay directly all utility charges to the date of title transfer or date of possession, whichever is later. Tenant security
105 deposits, if any, shall be credited in escrow to BUYER.
106
107 BUYER shall pay the following through escrow (unless prohibited by VA/FHA regulations): a) one-half of the escrow fee; b) one-
108 half the cost of insuring premiums for Owners Fee Policy of Title Insurance; c) all recording fees for the deed and any mortgage;
109 and d) other KW Tech, Admin and Compliance Fee $1500.00
110
111 BUYER acknowledges the availability of a limited home warranty with a deductible paid by BUYER which □ will 0will not be
112 provided from XXXXXXXXXXXXXXXXXXXXXXXXX at a cost of $ XXXXXXXXX, and which shall be charged to
113 □SELLER □BUYER through escrow at title transfer. The parties acknowledge that the limited home warranty does not cover
114 pre-existing defects in the Property and that Broker may receive a fee from the warranty provider.
115
116 INSPECTION: This Agreement shall be subject to the inspection(s) elected below, which shall be conducted by an independent
117 professional inspector of BUYER’S choice within the specified number of days from the date of Acceptance, as herein defined.
Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ
dotloop signature verification: dtlp.us/L9WtxwVdIpL6-Jii41F9Bll-bDU- mzKkysVTxg
118 BUYER acknowledges that waiver of any inspection or evaluation of the Property is against the advice of BUYER S broker and
119 agents. BUYER acknowledges and agrees (a) real property may have defects and conditions, including those which are not
120 readily apparent; (b) BUYER is exclusively responsible for personally inspecting and evaluating the Property, including its
121 condition and systems, as well as retaining independent professionals to do so on BUYER’S behalf; (c) BUYER shall directly
122 consult public records and local and county government about the Property, including without limitation as to BUYER'S intended
123 use; (d) BUYER shall carefully review SELLER'S representations and disclosures and inquire of SELLER if BUYER has questions
124 or concerns. BUYER agrees to hold the broker(s) and agents involved in this Agreement harmless from any and all claims,
125 actions, injuries or damages relating to the Property after title transfer. NOTE: Inspections required by any state, county, local
126 government, and/or VA/FHA, including the FHA appraisal, do not replace the need for BUYER’S own inspections.
127
128 CHOICE INSPECTION EXPENSE
129 Yes No BUYER SELLER
130 0 □ GENERAL HOME Seven_________ days 0 □
131 □ 0 SEPTIC SYSTEM days □ □
132 □ 0 WATER POTABILITY _____________ days □ □
133 □ 0 WELL FLOW RATE days □ □
134 □ 0 RADON days □ □
135 0 □ OTHER +Seven _______ days 0 □
136 (specify)
137 Any other inspection deemed necessary by General Home Inspector or at Buyers Request BR
138 BR dotl12:o0op1 PMveriEDT
fied
139 05/10/23 I (initials) BUYER expressly waives each and every professional inspection above to which BUYER
140 has not indid1o2tl:o0o1pPvMerEifDieTd “YES.” BUYER'S failure to perform any elected inspection shall be deemed a waiver of such inspection and
141 absolute acceptance of the Property by BUYER in its “AS IS" condition.
142
143 Within three (3) days after completion of the last inspection elected above, BUYER shall choose one of the following options:
144 (a) remove the inspection contingency and accept the Property in its “AS IS” condition; (b) accept the Property subject to
145 SELLER’S agreement to repair specific conditions or defects that have been ide
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NAILAH K. BYRD CUYAHOGA COUNTY CLERK OF COURTS 1200 Ontario Street Cleveland, Ohio 44113 Court of Common Pleas New Case Electronically Filed: COMPLAINT February 16,2024 10:09 By: VICTOR J. NIRO 0102615 Confirmation Nbr. 3089790 3604 W BOTH STREET LLC, ET AL. CV 24 992963 vs. Judge: MICHAEL P. SHAUGHNESSY BRJ PROPERTIES LLC, ET AL. Pages Filed: 72 Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO 3604 W 130TH STREET LLC c/o Bower Stevenson LLC 2515 Jay Ave., #101 Cleveland, OH 44113 Case No. and BENJAMIN ROBBINS JUDGE c/o Bower Stevenson LLC 2515 Jay Ave., #101 Cleveland, OH 44113 Plaintiffs v. BRJ PROPERTIES LLC COMPLAINT c/o Ohio Statutory Agent LLC 6545 Market Ave. N. Ste 100 North Canton, OH 44721 and ROBERT BARBER 9490 Thunder Sky St., Unit 102 Las Vegas, NV 89178 Defendants. Now come Plaintiffs 3604 W 130th Street LLC and Benjamin Robbins (together, “Plaintiffs” or “3604”) by and through the undersigned counsel, to state for their Complaint: INTRODUCTION 1. Plaintiffs bring this action to recover damages resulting from Defendants’ fraud in the sale of certain real property: a duplex located at 3604 W 130th Street, Cleveland, Ohio 44111 (which property bears Permanent Parcel Number 022-10-055) in the Cuyahoga County Records) (the “Property). Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ PARTIES 2. At all times relevant, Plaintiff 3604 W 130th Street LLC was an Ohio Limited Liability Company doing business in Ohio. 3. At all times relevant, Plaintiff Benjamin Robbins was an individual and a resident of New York. 4. On information and belief, and at all times relevant, Defendant BRJ Properties LLC (“BRJ”) was a Nevada Limited Liability Company registered as a foreign Limited Liability Company to operate and do business in Ohio. 5. On information and belief, and at all times relevant, Defendant Robert Barber (“Barber”) was an individual and a resident of Nevada and is a member of BRJ. JURISDICTION & VENUE 6. This Court has subject matter jurisdiction over this case pursuant to Ohio Rev. Code § 2305 et seq. 7. This Court has jurisdiction over the parties pursuant to Ohio Rev. Code § 2307.382(A)(1) because the Defendants each transacted business in this state. 8. Venue is proper in this Court under Ohio Rule of Civil Procedure 3(C)(3), (5), and (6) because Defendants conducted the activity at issue in this county, this county is the county in which the Property—which Property is the subject of the action—sits, and the claim for relief arose in this county. FACTS 9. On information and belief, Defendant Barber purchased the Property on or about November 19, 2021, after which Defendant Barber conveyed the Property to BRJ, a Nevada limited liability company that Barber controlled. 10. In the spring of 2023, Plaintiffs sought to invest in Cuyahoga County real estate. Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ 11. Plaintiffs were specifically interested in purchasing occupied properties, with tenants that were current on rent and economically stable. 12. On or about April 14, 2023, Defendants caused the Property to be listed for sale. (See Exhibit A – the “Listing”). 13. The Listing stated that the Property was “bringing in very strong rents,” that the Tenants were each “currently” paying $985 a month in rent and all utilities except for water and sewer, and that the Property was “very straightforward and hands-off,” among other representations. 14. Soon after Defendants posted the Listing, Plaintiffs became aware that the Property was for sale and, based on the Listing, were interested in purchasing the Property because Plaintiffs anticipated the Property to generate steady rental income. 15. Defendants also represented to Plaintiffs that the Property had two tenants with written lease agreements, one of whom resided in the upstairs unit of the Property (the “Upstairs Tenant”) and one of whom resided in the downstairs unit of the Property (the “Downstairs Tenant”) (together, the “Tenants”). 16. Based on the representations in the Listing and Defendants’ additional representations regarding the Tenants and their status, Plaintiffs submitted an offer to purchase the Property on or about May 10, 2023, which BRJ accepted on or about May 12, 2023. (See Exhibit B - Offer to Purchase Real Estate and Acceptance (the “Agreement”). 17. The purchase ultimately closed, and the Property was conveyed to Plaintiffs on or about July 26, 2023. 18. After the deal closed and Plaintiffs took ownership of the Property, however, Plaintiffs became acutely and fully aware that Defendants had made several critical affirmative Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ misrepresentations to Plaintiffs regarding the occupancy of the Property and the stream of income coming from the Tenants. 19. First, Defendants became aware that the Leases under which the Tenants resided in the Property did not match the claims in the Listing—in fact, the Leases called for a lower rent than Defendants claimed on the Listing. (See Exhibit C – the “Leases”). 20. Plaintiffs also became aware that Defendants had indeed initiated eviction actions in the Cleveland Municipal Court for nonpayment of rent against both Tenants, despite representing on multiple occasions that the Tenants were current on rent and that the Property was and would be fully occupied. 21. Indeed, unbeknownst to Plaintiffs, Defendants filed an eviction action against the Upstairs Tenant on or about March 14, 2023, and stated in the filing—approximately one month before claiming on the Listing that the rents at the Property were current and that both units were occupied—that the Upstairs Tenant had not paid rent to Defendants since December of 2022. (See Exhibit D – Upstairs Eviction Complaint). 22. Defendants also filed to evict the Downstairs Tenant on or about May 9, 2023— just one day before Plaintiffs made the offer to purchase the Property—and similarly stated in the complaint that the Downstairs Tenant had not paid rent since March. (See Exhibit E – Downstairs Eviction Complaint). 23. As a result of these filings—while Plaintiff was still pursuing the purchase of the Property—Defendants secured a judgment to evict the Downstairs Tenant. 24. Plaintiffs also determined in reviewing these filings that the Leases did not, apparently, reflect the actual arrangements in place with the Tenants: Defendants admit in both complaints filed against the Tenants that the Tenants resided in the Property pursuant to an oral Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ month-to-month lease agreement—which statements directly contradict Defendants’ representations to Plaintiffs that the Tenants resided at the Property pursuant to the written Leases. 25. Defendants’ misrepresentations as to the occupancy of the Property were material to the Agreement, as Plaintiffs presented the offer to purchase the Property specifically because Plaintiffs believed that the Tenants occupied the Property and were generating income at the Property. 26. Finally, at closing, Defendants transferred just one Tenant’s security deposit, despite their previous claims that they possessed security deposits for both Tenants. 27. Thus, even though Plaintiffs expected—as was represented by Defendants—that The Property was occupied and generating rental income, Plaintiffs in fact purchased a property that was (or at the very least would soon be) unoccupied and that had not generated rental income for months. 28. Since taking possession of the Property, Plaintiffs have continually attempted to return the Property to a fully occupied state and have marketed the Property to new, prospective tenants, but have not yet been able to return the Property to the fully occupied state that Plaintiffs anticipated the Property would be in after the purchase. 29. Plaintiffs also incurred significant costs associated with the ownership of the Property, including repair and cleaning costs for damage to the Tenants’ abandoned units, as well as maintenance costs, property taxes, utilities payments, and other associated fees, and continue to incur costs associated with the ownership of the Property. 30. In an attempt to resolve this dispute, Plaintiffs sent a letter to Defendants in December of 2023, but Defendants did not respond, leaving Plaintiffs with no choice but to file this complaint. Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ FIRST CAUSE OF ACTION: FRAUDULENT INDUCEMENT 31. Plaintiffs hereby incorporate paragraphs 1 through 30 above as if fully rewritten. 32. Defendants, both in the Listing and when approached by Plaintiffs, as well as through closing, made a number of representations about the Property, including that the Property was occupied and generating income at the time Robbins made his offer, and that the Property was subject to certain Leases. 33. These representations were material to the Agreement, and indeed induced Plaintiffs to enter into the Agreement, and Defendants were aware that Plaintiffs’ primary consideration in purchasing the Property was that it would continue to generate income from the Tenants. 34. Defendants made these false representations with knowledge of their falsity, and the intent of misleading Plaintiffs into relying on them. 35. Plaintiffs’ reliance on the misrepresentations was justified. 36. Defendants’ fraudulent misrepresentations directly and proximately caused Plaintiffs to incur damages in excess of $25,000.00. SECOND CAUSE OF ACTION: BREACH OF CONTRACT 37. Plaintiffs hereby incorporate paragraphs 1 through 36 above as if fully rewritten. 38. Defendants and Plaintiffs executed the Agreement based on Plaintiffs’ understanding that the Tenants occupied the Property and that the Tenants’ rental payments were generating income at the Property; such understanding was an essential component of Plaintiffs’ and Defendants’ mutual understanding. 39. Despite this, the Tenants did not occupy the Property when Plaintiffs closed on the Agreement. Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ 40. At all relevant times, Plaintiffs complied with all of the obligations that the Agreement required and paid the full purchase price for the Property. 41. However, Defendants breached the Agreement by conveying the Property to Plaintiffs in a condition that was significantly different than the condition in which Defendants represented the Property at the time of the Agreement. 42. Defendants’ breach of the Agreement directly and proximately caused Plaintiffs to incur damages in excess of $25,000.00. THIRD CAUSE OF ACTION: UNJUST ENRICHMENT 43. Plaintiffs hereby incorporate paragraphs 1 through 42 above as if fully rewritten. 44. Plaintiffs conferred a benefit upon Defendants by transferring to Defendants the purchase price of $183,630.00 (the “Purchase Price”) in exchange for the Property, based on Defendants’ representations and the Agreement. 45. Defendants were aware that Plaintiffs had conferred the benefit, even though Defendants knew their representations were false. 46. Defendants unjustifiably and inequitably retained, and continue to retain, the entirety of the Purchase Price, even though they obtained the Purchase Price through false representations. 47. Defendants’ unjust enrichment directly and proximately caused damage to Plaintiffs in excess of $25,000.00. FOURTH CAUSE OF ACTION: PIERCING THE CORPORATE VEIL 48. Plaintiffs hereby incorporate paragraphs 1 through 47 above as if fully rewritten. 49. Upon information and belief, Barber possessed control over BRJ that was so comprehensive and complete that BRJ had no separate mind, will, or existence of its own. Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ 50. Barber exercised control of BRJ to commit fraud and other unlawful acts against 3604. 51. Plaintiffs suffered losses in excess of $25,000.00 resulting from Barber’s use of BRJ to commit the fraudulent actions identified throughout this Complaint. PRAYER FOR RELIEF WHEREFORE, Plaintiffs respectfully request that this Court grant the following relief: 1. Compensatory damages in excess of $25,000.00 in favor of Plaintiffs for damages directly and consequentially resulting from Defendants’ fraudulent conduct, jointly and severally for each Defendant, which amounts shall be more specifically determined at trial; 2. Judgment for punitive damages; 3. Judgment for reasonable attorney’s fees; 4. Any other relief that this court deems just and proper. Respectfully Submitted, /s/Justin D. Stevenson Justin Stevenson (#0092448) Victor Niro (#0102615) Bower Stevenson LLC 2515 Jay Avenue, Suite 101 Cleveland, OH 44113 P: 216-600-8169 F: 216-472-8524 justin@bowerstevenson.com vniro@bowerstevenson.com Attorneys for Plaintiffs Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ EXHIBIT A – LISTING Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ Cross Property Agent Full w/ Photos Residential IncomML: 4451044 Sold List Price: $184,900 3604 W 130th St, Cleveland, OH 44111 Sold Price: $183,630 Subdiv: Jefferson Park List Date: 04/14/23 Prop Subtype:Two Twp: Cleveland-W/R List Date Rec: 04/14/23 Parcel ID: 022-10-055 County: Cuyahoga Pending Date: 05/12/23 Contingent Dt: Off Mkt Date: 05/12/23 Closing Date: 06/30/23 Exp. Date: Directions: South of Loraine Ave DOM/CDOM: 20/20 Property Information Above Gr: 1840/Auditors We Annual Taxes: 2422 School Dist: Cleveland Municipal # Units: 2 TOTAL: 1840 Homestead: No Assessments: No % of Units Occupied:100 # Stories: 2 Lot Size (Acres): 0.138 Net Operating Inc: Disability Feat: Total Rooms: 8 Lot Size Source: Gross Income: Avail for Auction: No # of Buildings: 1 Driveway: Paved Op Expenses: Auction Date: Year Built: 1939 Fence: Construction: Actual YBT Fixer Upper: Basement: Yes Roof: Asphalt/FiberglassExterior: Aluminum House Faces: Basement Desc: Warranty: Heating Type: Forced Air Heating Fuel: Gas Cooling: None Water/Sewer: Public Water, Public Sewer Garage # of Cars: 2 Garage Features: View Description: Lot Description: Amenities: Paid by Owner: Paid Tenant: Appliances/Equip: Unit Appox Fin SqFt Total Rooms Total Bedrooms Total Bath Monthly Rent # of this Type #1 4 2 1 $985 1 #2 4 2 1 $985 1 Remarks: Perfect opportunity to purchase a fully occupied duplex bringing in very strong rents! Each unit is 2-bed, 1-bath and each tenant currently pays $985/month and also pays all utilities except for water/sewer which the owner is responsible for. There are numerous updates throughout including all new mechanicals - 2 new furnaces and 2 new hot water tanks - as well as 2 new central air units, almost all new vinyl flooring and carpet throughout and the roof is in very good condition. All of the big-ticket items have been taken care of and will not need to be touched for years to come! Very straightforward and hands-off! Office Information 2759/Russell Real Estate Services•Eg (440) 526-9400 F:(440) 526-4488 http://premierclevelandinvesting.com List Agent: 2018001908/Tal Tamir (216) 870-8687 tal@premierclevelandinvesting.com Co-Lister: Showing Instruct: List Type: Exclusive Right Showing Info: No showings until accepted offer contingent on Internet Listing: Yes Possession: Time of Transfer inspections Show Addr to Client: Yes Short Sale: No Ownership: Online Bidding: Other : None Explain: Available Finance: Cash, Conventional, Exchange/Trade Broker Remarks: Please send email with all questions and offers with pre-approval or proof of funds to Tal@PremierClevelandInvesting.com. Do not share loops, please send all offers as PDFs via email. Comparable Information 2847/Keller Williams Citywide Orig List Price: $184,900 Financed: Conventional Sell Agent: 2015001911/James P. Matheos List Price: $184,900 Sale Date: 06/30/23 Co-Seller: Sale Price: $183,630 Closed By: Sale Seller Giveback: 0 MLS# 4451044 3604 W 130th St, Cleveland, OH 44111 Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ Prepared By: James P. Matheos Information is Believed To Be Accurate But Not Guaranteed Date Printed: 11/30/2023 James P Matheos | Keller Williams Citywide | jmatheos@kw.com | Cell: (440) 309-6720 Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ EXHIBIT B - OFFER TO PURCHASE REAL ESTATE AND ACCEPTANCE Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ dotloop signature verification: dtlp.us/KpI4-PZzj-xcK0 AMENDMENT TO PURCHASE AGREEMENT AND REMOVAL OF CONTINGENCIES ,.................................................................... ... Benjamin Robbins ______ This is an Amendment to the real estate purchase agreement between _ _ (BUYER) and Brj Properties LLC(SeLLer) for_3604West 130th Street, Qevalimd, 44111 Ohio (the “Property”) dated .05/11/2023 (the “Agreement”). INSPECTION CONTINGENCIES: The parties hereby agree as follows as in respect to inspection contingencies: General Home □ Removed 0Removed subject to conditions listed below Septic □ Removed □Removed subject to conditions listed below Water Potability □ Removed □Removed subject to conditions listed below Well Flow Rate □ Removed ORemoved subject to conditions listed below Radon 0 Removed ORemoved subject to conditions listed below Mold □ Removed □Removed subject to conditions listed below Other(s)(specify) 0 Removed 0Removed subject to conditions listed below □ Removed 0Removed subject to conditions listed below Pest/Wood Destroying Insect □ Removed □ Removed subject to conditions listed below Lead-Based Paint □ Removed 0Removed subject to conditions listed below Condition(s) (attach additional pages if necessary): Buyer requests a reduction in price of $1500 on some deferred maintenance items for a total purchase price o_ $183,630. ALL OTHER TERMS TO REMAIN THE SAME All other terms and conditions of the Agreement shall remain in full force and effect. dotloop verified BenamnRObbins 05/19/23 11:47 AM EDT LN7Y-AMTO-QTHG-J69Y BUYER DATE seller DATE BUYER DATE seller DATE WALK THROUGH AND REVIEW OF REPAIRS: (Initial the appropriate section) /BUYER waives the right to Walk Through the Property as provided in the Agreement and hereby accepts the Property in its AS IS condition, including as to any repairs made at BUYER’S request in connection with conditional removal of BUYER’S inspection contingencies. /BUYER has completed BUYER’S Walk Through of the Property and hereby acknowledges and agrees that (a) there is no material adverse change in the Property’s condition; and (b) all repairs and conditions requested by BUYER to be addressed in connection with conditional removal of BUYER’S inspection contingencies, if any, have been completed and are accepted by BUYER and are therefore deemed to be satisfied and waived. All other terms and conditions of the Agreement shall remain in full force and effect. BUYER DATE seller DATE BUYER DATE seller DATE Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ rev. 7.29.19 dotloop signature verification: dtlp.us/L9WtxwVdIpL6-Jii41F9Bll-bDU- mzKkysVTxg rcsiM. “lairtJK-; OFFOwrusnv OFFER TO PURCHASE REAL ESTATE AND ACCEPTANCE This is a legally binding agreement. Consult with your independent legal counsel if you have questions of law. BUYER: The undersigned Benjamin Robbins 1 ___________________________________________ (“BUYER”) offers to buy 2 the following described property located at: 3604 West 130th Street, Cleveland, OH 44111 , Ohio (the “Property"). Permanent Parcel No. 022-10-055 3 4 The Property, which BUYER accepts in its “AS IS” present physical condition, including any latent defects, shall include the 5 land, all appurtenant rights, privileges and easements, and all buildings and fixtures, including those presently on the Property: 6 all electrical, heating, plumbing and bathroom fixtures; all window and door shades, blinds, awnings, screens, storm windows, 7 curtain and drapery fixtures; all landscaping, disposal, smoke detectors, garage door opener(s) and all controls; and all 8 permanently attached carpeting. The following items shall also remain: □satellite dish; 0range/oven; □microwave; Hkitchen 9 refrigerator; □dishwasherH washer; [Zdryer; □ radiator coversOwindow air conditioner; Llgas grill; □fireplace tools;Dscreen; 10 □ glass doors; □fireplace grates; 0all existing window treatments; 0ceiling fan(s); □ wood burner stove inserts; Qgas logs; 11 □ central air conditioning systems and condensers; and □ water softener. Unless specified herein, fixtures (permanently affixed 12 to the Property) are presumed to be conveyed to BUYER. This Agreement supersedes any representations in the marketing of 13 the Property, including the MLS. 14 Also included All appliances owned by seller to transfer - Prorated rents, all deposits and leases at close 15 16 Not included: ________________________________________________________________________________________________ 17 SECONDARY OFFER: This Os His not a secondary offer. This secondary offer, if applicable, will become a orimary contract 18 upon BUYER’S receipt of a signed copy of the release of the primary contract on or before 05/12/2023 _____________ . BUYER 19 shall have the right to terminate this secondary contract at any time prior to BUYER’S receipt of the release of the primary contract 20 by delivering written notice to SELLER or SELLER’S agent. BUYER shall deposit earnest money within four (4) days from the 21 date of receipt of the release notifying BUYER that BUYER'S contract is primary. 22 05/12/2023 23 This offer is open for acceptance, as hereinafter defined, by SELLER on or before 6 pm on 24 25 $ 182,580 185,130 BR 26 PRICE: BUYER shall pay the sum of 05/11/23 3:23 PM EDT 27 payable as follows: $183,630 28 29 Earnest Money to be deposited in a non-interest-bearing trust 30 account with the Escrow Agent within four (4) 31 days from the date of Acceptance, as defined herein, and 2,000 32 credited against purchase price: «p — 33 □ wired funds to Escrow Agent 34 □ check to be made payable to Escrow Agent 35 0 note to be redeemed within four (4) days after Acceptance 36 25%+/- 37 Cash down payment to be deposited with Escrow Agent «p — 38 39 40 Mortgage loan to be obtained by BUYER (specified below): $ 100% on remaining balance 41 42 0 CONVENTIONAL □ FHA QVA nCASH 0 OTHER Seller credit toward closing costs and/or points of $3,630 BR 05/11/23 3:23 PM EDT dotloop verified 43 The parties hereby direct the Escrow Agent to confirm receipt of Earnest Money by delivering written notice to the parties’ real 44 estate agent(s) or to a party directly if they are not represented. NOTE: Ohio law requires deposits to an Escrow Agent (earnest 45 money and/or down payment) in excess of $10,000 to be conveyed by wire transfer. 46 47 ELECTRONIC DATA SECURITY: Broker, its agents and employeeswill never request a party to wire funds or to supply personal 48 financial data, including without limitation credit or debit card or bank account numbers. The parties agree to independently 49 confirm any communications instructions, including for transfer or deposit, directly with Escrow Agent identified herein. The parties 50 hereby release all brokers and agents involved in this transaction from any and all claims, damages, and causes of action related 51 to any unlawful electronic data security access by a third party. 52 53 FINANCING: This offer is conditioned upon BUYER making a written application for the above mortgage loan within 10 54 days after Acceptance and using good faith efforts to obtain a written commitment for that loan on or about Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ Rev. 8.29.19 dotloop signature verification: dtlp.us/L9WtxwVdIpL6-Jii41F9Bll-bDU- mzKkysVTxg 05/22/2023 55 If BUYER does not timely obtain a written commitment, then this Agreement shall be null and void, 56 and the parties agree to sign a mutual release authorizing the Earnest Money to be returned BUYER. In the event of a dispute 57 regarding Earnest Money, the Escrow Agent is required by Ohio law to maintain it in its trust account until the Escrow Agent 58 received (a) written mutual authorization of both parties specifying disbursement; or (b) a court order directing disbursement. 59 60 CLOSING: All funds and documents necessary for completion of this Agreement shall be placed in escrow with the lending 61 institution or Cleveland Home Title _________ _(the “Escrow Agent") on or before 06/12/2023 ____________ and title shall 62 be transferred on or about 06/15/2023 63 WALK THROUGH: BUYER and SELLER agree that BUYER may walk through the Property on or about 3-5 ____ day(s) prior to 64 title transfer solely to verify it is in the same or similar condition, absent normal wear and tear, that it was at the time of Acceptance. 65 BUYER acknowledges and agrees BUYER may not raise any issues about the Property's condition at walk through if the condition 66 existed when BUYER viewed or inspected it. If the walk through evidences a material adverse change in the Property's condition, 67 BUYER shall promptly notify SELLER and Escrow Agent in writing. Thereafter, the parties shall mutually agree in writing upon 68 an amount to be either: (1) held in escrow from SELLER’S proceeds pending correction of the material adverse change; or (2) 69 credited to BUYER through escrow at the time of title transfer. 70 71 POSSESSION: SELLER shall deliver possession and occupancy to BUYER on or before 6:00 p.m. -0____ day(s) after recording 06/15/2023 72 of the Deed or , whichever is later. BUYER shall transfer utilities commencing on the date of possession. 73 TITLE: SELLER shall convey marketable title to BUYER by general warranty deed and/or fiduciary deed, if required, with release 74 of dower, free and clear of all liens and encumbrances whatsoever, except (a) any mortgage assumed by BUYER; b) such 75 restrictions, conditions, easements (however created) and encroachments as do not materially adversely affect the use or value 76 of the Property; c) zoning ordinances, if any; and d) taxes and assessments, both general and special, not yet due and payable. 77 SELLER shall furnish an Owner's Fee Policy of Title Insurance from the Escrow Agent for the purchase price with cost of the 78 insuring premium split equally between SELLER and BUYER. SELLER shall have thirty (30) days after written notice to remove 79 title defects. If unable to do so, BUYER may either: a) accept title subject to each defect without reduction in the purchase 80 price; or b) terminate this Agreement. If BUYER elects to terminate this Agreement, the parties agree to sign a mutual release 81 authorizing the Earnest Money to be returned to BUYER. 82 83 PRORATIONS: Tenant security deposits, if any, shall be credited to BUYER through escrow. Rents, if any, taxes and 84 assessments, and homeowners association fees and assessments, if any, shall be prorated by Escrow Agent as of the date of 85 recording of the Deed. Taxes and assessments shall be prorated based upon the latest available tax duplicate. The parties agree 86 to consult with the Escrow Agent and/or county auditor’s office about the status of the Property taxes as the latest available tax 87 duplicate may not accurately reflect the amount of taxes owed. The parties agree to adjust directly any changes in proration when 88 the tax duplicate for the calendar year of closing becomes available. If the Property is new construction and recently completed 89 or in the process of completion at the time of the Agreement, then the Escrow Agent shall make a good faith estimate of taxes to 90 be owed on the value of the improved Property to the date of title transfer and shall reserve sufficient funds in escrow from 91 SELLER'S net proceeds to pay those taxes when they become due and payable after title transfer. Escrow Agent is instructed 92 to release the balance of the funds on reserve upon notice from the county auditor that the taxes on the land and improvements 93 have been paid in full to the date of title transfer. Escrow Agent shall withhold $ 300.00_____ from SELLER to secure payment of 94 final water and sewer charges, if any, and then either pay said charges or verify SELLER’S payment of them and remit any 95 balance to SELLER. If the Property is deemed subject to any agricultural tax recoupment (C.A.U.V.), EJBUYER □SELLER agrees 96 to pay the amount of such recoupment. 97 98 CHARGES/ESCROW INSTRUCTIONS: This Agreement shall be used as escrow instructions subject to the Escrow Agent’s 99 standard conditions of acceptance that are not inconsistent with this Agreement. SELLER shall pay the following costs through 100 escrow: a) real estate transfer tax; b) any amount required to discharge any mortgage, lien or encumbrance not assumed by BR 101 BUYER; c) title exam and one-half the cost of insuring premium for Owners Fee Policy of Title Insurance; d) prorations due 05/10/23 12:01 PM EDT 102 BUYER; e) Broker’s commissions; f) one-half of the escrow; and g) other Request of deposit receipts and leases if any upon acceptan ce 103 (unless VA/FHA regulations prohibit payment of escrow fees by BUYER, in which case SbLLbK snail pay tne entire escrow tee). 104 SELLER shall pay directly all utility charges to the date of title transfer or date of possession, whichever is later. Tenant security 105 deposits, if any, shall be credited in escrow to BUYER. 106 107 BUYER shall pay the following through escrow (unless prohibited by VA/FHA regulations): a) one-half of the escrow fee; b) one- 108 half the cost of insuring premiums for Owners Fee Policy of Title Insurance; c) all recording fees for the deed and any mortgage; 109 and d) other KW Tech, Admin and Compliance Fee $1500.00 110 111 BUYER acknowledges the availability of a limited home warranty with a deductible paid by BUYER which □ will 0will not be 112 provided from XXXXXXXXXXXXXXXXXXXXXXXXX at a cost of $ XXXXXXXXX, and which shall be charged to 113 □SELLER □BUYER through escrow at title transfer. The parties acknowledge that the limited home warranty does not cover 114 pre-existing defects in the Property and that Broker may receive a fee from the warranty provider. 115 116 INSPECTION: This Agreement shall be subject to the inspection(s) elected below, which shall be conducted by an independent 117 professional inspector of BUYER’S choice within the specified number of days from the date of Acceptance, as herein defined. Electronically Filed 02/16/2024 10:09 / / CV 24 992963 / Confirmation Nbr. 3089790 / CLDLJ dotloop signature verification: dtlp.us/L9WtxwVdIpL6-Jii41F9Bll-bDU- mzKkysVTxg 118 BUYER acknowledges that waiver of any inspection or evaluation of the Property is against the advice of BUYER S broker and 119 agents. BUYER acknowledges and agrees (a) real property may have defects and conditions, including those which are not 120 readily apparent; (b) BUYER is exclusively responsible for personally inspecting and evaluating the Property, including its 121 condition and systems, as well as retaining independent professionals to do so on BUYER’S behalf; (c) BUYER shall directly 122 consult public records and local and county government about the Property, including without limitation as to BUYER'S intended 123 use; (d) BUYER shall carefully review SELLER'S representations and disclosures and inquire of SELLER if BUYER has questions 124 or concerns. BUYER agrees to hold the broker(s) and agents involved in this Agreement harmless from any and all claims, 125 actions, injuries or damages relating to the Property after title transfer. NOTE: Inspections required by any state, county, local 126 government, and/or VA/FHA, including the FHA appraisal, do not replace the need for BUYER’S own inspections. 127 128 CHOICE INSPECTION EXPENSE 129 Yes No BUYER SELLER 130 0 □ GENERAL HOME Seven_________ days 0 □ 131 □ 0 SEPTIC SYSTEM days □ □ 132 □ 0 WATER POTABILITY _____________ days □ □ 133 □ 0 WELL FLOW RATE days □ □ 134 □ 0 RADON days □ □ 135 0 □ OTHER +Seven _______ days 0 □ 136 (specify) 137 Any other inspection deemed necessary by General Home Inspector or at Buyers Request BR 138 BR dotl12:o0op1 PMveriEDT fied 139 05/10/23 I (initials) BUYER expressly waives each and every professional inspection above to which BUYER 140 has not indid1o2tl:o0o1pPvMerEifDieTd “YES.” BUYER'S failure to perform any elected inspection shall be deemed a waiver of such inspection and 141 absolute acceptance of the Property by BUYER in its “AS IS" condition. 142 143 Within three (3) days after completion of the last inspection elected above, BUYER shall choose one of the following options: 144 (a) remove the inspection contingency and accept the Property in its “AS IS” condition; (b) accept the Property subject to 145 SELLER’S agreement to repair specific conditions or defects that have been ide