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83/22/2024 16:58 2032486384 -— “oe PAGE 63/25
DOCKET NO.: NNH-CV23- 5058459. $ SUPERIOR COURT -
TITAN CAPITAL ID; LLC JUDICIAL DISTRICT OF
NEW HA
VS.
é: AT NEW HAVEN
MAYNARD ROAD CORPORATION mi
THE HOUSING AUTHORITY FOR i
CITY OF MERIDEN CONNECTICUT MARCH 22, 2024
MOTION
TO INTERVENE
TON’ Bank hereby moves, by. and through its attorney, Steven P. Ctardiéllo. Esq., P.C.
pursuant to Connecticut General Statutes: §52-1 02 and §52-107 and, as well as pursuant to Practice!
Book Sections: §9-3 and -§9-18 to Intervene in the-above-encaptioned matter. As is more fully.
described in the accompanying Memorar'dum of Law in support of this Motion, the movant seeks
an Order of this Court to intervene in this action as a result of their receipt of a Direction of!
Attachment relative to this Court's Order Granting a Pre-Judgment Remedy herein, the Movant)
claiming prior rights to the subject of the attachment and wishes to insure proper application
and compliance with this Court’s Order. :
WHEREFORE, for all of the reasons set forth above and in the accompanying;
Memorandum of Law in support of this Motion, the Movant, ION Bank, hereby respectfully moves!
that this Court allow it to intervene in this action, either as of right or by permission, |
i
RESPECTFULLY SUBMITTED FOR INTERVENOR.
ION BANK
LE
By: Z~ZLTAR
SEVEN LLO , ESQ
tell » Esq., P.C
STEVEN P, CIARDIELLO
BSQ, PC. 2840 Whitney Avenue
ATTORNEY AY LAW Hamden, Connecticut 06518
200 WHITNEY AvENUE
WAMOEN CONNEETICUT oBsId (203) 248-8000 - Telephone
12031 2A0:0D00 (203) 248-0384 - Facsimile
smoteNO 108033
Juris No, 102935
- steve Zciardicllolaw.com
Page I of 2-
loq
03/22/2824. 16:58 2832480384 PAGE 84/25
ORDER
The foregoing Motion to Intervene having been presented to this Court it is hereby
ORDERED. i
i
GRANTED / DENIED
THE COURT,
i
t
By:
Judge/Assisiam Clark,
CERTIFICATION i
i
I hereby certify that a copy of thé above was mailed or electronically delivered on. March}
22, 2024 to all non-appearing parties, counsel and self-represented parties of record and that written
consent for electronic delivery. was received from all counsel and self-represented parties of record!
who where electronically served:
Willinger Willinger & Bucci PC
1000 Bridgeport Avenue, 5° Floor
Shelton, Connecticut 06484
Via Regular Mail
for the Plaintiff:
(Titan Capital ID, LLC)
.3
for
Defendants:
the
Christopher M. Cody, Es
185 North Broad Street, Suite B
Milford, CT 06460
cmeod:
(Detonlent Maynard Road Corp.)
(Defendant-Housing Authority For
the City of Meriden Connecticut)
STEVEN P, CIARDIELLO
”
ATTORNEY AT LAW
2N40 WHITNEY AVENUE STE O, ESQ
MANDEN 601 iT agai
000
igs Pe Sopecier nt
058
uke 9a
- Page
2 of 2-
3/22/2024. 16:58 2832480384 PAGE 5/25
DOCKET NO. NNH-CV23. 5058459: SUPERIOR COURT
TITAN CAPITAL ID, LLC JUDICIAL DISTRICT OF
NEW HAVEN
VS.
AT NEW HAVEN
MAYNARD ROAD CORPORATION and
THE HOUSING AUTHORITY FOR ‘THE
CITY OF MERIDEN CONNECTICUT MARCH 22, 2024
ME [DUM _EN. TION TO INTERVENE
Pursuant to Connecticut General Statutes §52-102 and §52-107. as well as pursuant to
Practice Book Sections: §9-3 and §9-18, ION Bank. by and through its attorneys, Steven
Ciardiello, Esq.. P.C. hereby offers the: following in support of its March 22, 2024 Motion 9)
Intervene in this Matter.
I. FACTUAL BACKGROUN
The only facts pertinent to this Memorandum and the Motion to Intervene it supports is that
on March 14, 2024 the Movant, ION Bank, was served with a Direction For Attachment and this)
Court's February 14, 2024 Order grantinga Prejudgment Remedy in the amount of $ 22,000,000. 00)
and ostensibly attachingfinancial accourits in or monies of the Defendants on deposit with ron]
Bank. (See Direction for Attachment attached hereto as Exhibit A).
i
If allowed to intervene, ION Bank will be able to establish that it has prior rights to!
Defendant(s)’ assets through their holding: pre-existing commercial Security Agreements and ucc!
Financing Statement filings which may effect assets which could be subject to the instant Direction!
for Attachment and the underlying Order of this Court, ION Bank needs to be allowed to intervene
into this proceeding so that it docs not inadvertently violate any of the Ordeis of this Court and
STEVENP, CIARDIELLO because its prior rights and claims to the assets it has may have been directed to secure.
ESQ. BC,
ATTORNEY AT LAW Based upon the above and for the feasons discussed below, the Movant respectfully moves
2080 writhey avenue
MaMGEN CONNEETICUT 06518
1209)248 8000 to Intervene in this action, both as a matter of right and alternatively, permissively.
AURIS NO. ORB A
a3/ 22/2024. 16:58 * 2832480384 PAGE 06/25
ir. ARGUMENT)
::
on ENT PARTICIPANT
THE MOVANT. LN INNOGENT PARTICIPANT HEREIN
HEREIN TO [TSD DETRIMENT:
TOITS ETRIMENT
HAS A RIGHT TO INTERVENE
The right to join in pending litigation by a persou with an adverse interest is set forth in
Connecticut General Statutes §52-102: ;
Sec. 52-102. Joinder of persons with interest adverse to plaintiff and of
;
necessary persons. U mn motion made by any party.or nonparty to a civil action,
the person named in 1! he party's motion or the nonparty so moving, as the case may
be, (1) may be made-a party. by the court if that person has or claims an interest in
the controversy, or an: part thereof, adverse to the plaintiff, or (2) shall be made a
party by the court if that person is necessary for a complete'determination or
ettlement of any question involved therein; provided no person who is immune
from liability shall be de a defendant in the controversy.
Our Supreme Court has reviewed the applicable standard for a party seeking to intervene as'a
matter of right and has held:
It is well established that a party seeking to intervene in a matter as of right must
satisfy a the elements of a four art test: (1) “[t}he motion to intervene must be
f
timely” [filed]; (2) the propose intervenor “must have a direct and substantial
interest in the subject atter of the litigation": (3) the proposed intervenor’s
Ҥnterest must be impaired by the'disposition of the litigation without the
p ‘interest
roposed intervenor’s} involvement” and (4) the proposed intervenor’s
must not be fepresente'] adequately by any other party to the
litigation.” Mustin Cashes », Safect 9 Insurance
ra. pany
Company of of America,310
Conn. 640, 648 (2013 quoting Episcopal Church in the Diocese of
Connecticut v. Gauss, 02 Conn. 86, 397-98 (2011)).
a) T ene was timely filed: In this case. the standard for intervention as a
matterof right is readily met. Here the instarit Motion is timely filed. On March 14, 2024 ION Bank,
was served with a “Direction For Attachment” by Plaintiff's Counsel and this Court's February 14, 2024
Order granting a Prejudgment Remedy in the amount of $ 22,000,000,00 and ostensibly attaching
financial accounts in or monies on deposit that the Defendants have in, or with, ION Bank.
The Direction For Attachment was eerved without any specifics as to the nature, scape or terms
STEVEN P. CS EDIELLO
ATTORNEY AT LAW
of the attachment or any explanation of what the Movant was supposed to do regarding any assets that
Rago WHITNEY AVENUE
HAMDEN CONNEGTICUT
omeeries C65:6 are subject to the Court's Order. [This Moticin to Intervene was made seven (7) days after first receiving
12091 28.8000
(NES NO ORARE
the above-described directive and first being:made aware of the pendency of this matter and it
involvement therein. Certainly, that is timely filing.
. + Page 2 of $-
83/22/2024- 16:58 2032488384 PAGE - 87/25
Q) IN Bank has a substantial inte: in the bb} matter of the
litigation. ION Bank has a direct and substantial interest in this litigation, as they are a banking
institution that is not involved in the underlying obligations between the parties to this action. yet it is
now subject ta the proceedings of this case and the orders that emanate from it. Moreover, assets that
ION Bank legitimately. holds to secure othe obligations of the Defendant the Bank and which are
unrelated 10 those'which serve as the basis ‘of the claims being made against it by the Plaintiff, are
a being!
i
adversely effected by the attempt to attach same in this action. i
i
Moreover, the ambiguity of the namure, extent and parameters of the Court's Order subjects the |i
Movant to the possibility of it inadvertently; acting in violation of this Court’s Order because it is not
aware of the particulars or parameters of saline.
Further, the Accounts in [ON Bank that could be interpreted as being subject to the
Court's order are in fact subject to pre-existing and prior-in-right security interests and lien rights
held by ION Bank as part of prior commercial transactions between the Movant and the
Defendant(s)
(3) JON Bank's interest will. be impaired by the disposition of the litigation
without the bank’s involyement: Thess lien rights and ION Bank’s rights to access these
accounts and the funds on deposit are critical to the credit facility that they have established in
their own commercial loan relationship with the account owner. If orders are made that could
either disadvantage. diminish or extinguish their Lien Rights, [ON Bank’s interest will be
impaired by any such disposition.
A) ION Bank’s interest is mot be represented adequately by any other_party to
the litigation. It is axiomatic based upon the facts here, that no current party to this action will
STEVEN P. CIARDIELLO have any incentive or ability to adequately represent the interests of the Movant:
ESQ, BC.
ATTORNEY AT LAW
20.40 WHITARY AVENUE It is therefore hard to imagine a si:uation where intervention by a Movant is moye
HAMDEN CONNEETICUT CBDIS
(oni 240.9000 deserved and one where the requitcements‘of joining the action set forth by Connecticut General
ssUM8 NO.102035
Statutes §52-102 are better met.
~ Page
3 of $-
}
,
83/22/ 2024. 16:58 2032480384 PAGE 98/25
ALTERNATIVELY,
AVE ION BANK
NK SHi
S! b up BE.GRANTED PERMISSION TO
i INTERVENE
INTERVE
Even if this Court decides that ION Bank is not entitled to intervene as of right, the facts
set.forth above justify the exercise of thé Court's discretion to allow it to intervene permissively
pursuant to Connecticut General Statutes 52-107,
See, 52-107. Additional :partics)may be summoned in. The court may determine
the controversy as between the parties before it, if it can do so without prejudice
to the rights of others; but, ifa complete determination cannot be had without the
presence of other parties, the court2 may direct that such other parties be brought
i
in. Ifa person not a party has an terest or title which the judgment will affect,
the court, on his application, shal m direct him to be made a party. (2023)
“Permissive intervention . . . is entrusted:to the trial court's discretion. . . [and] depends on a
balancing of factors.” Palmer v. Kriendly Ice Cream. Corp. 285 Conn. 462, 479 (2008)
(quoting) Common Condominium Assésistion Inc. v. Common Associates, 5 Conn App.
288,290 (1985),
Discretionary Joinder is also an. established Tight:
A trial court exercising its discretion in determining whether to grant a motion for
ermissive intervention balances ;"several factors [including]: the timeliness of the
intervention, the proposed intervenor's interest in the controversy, the adequacy of"
Tepresentation of such interests by other parties, the delay in the proceedings or
other prejudice to the existing parities the intervention may cause, an
necessity for or value of the intervention in resolving the controversy . (before the
court... [A] ruling on a motion fur permissive intervention would be erroneous
only in the rare case [in which] stich factors weigh so heavily against the ruling
that it would amount to an abuse of the trial ‘court's discretion.”
Kerrigan v. Comm'r of Pub. Health, 2t9 Conn. 447., 461 (2006) (quoting Rosado ¥.
Bridgeport Roman Catholic Diocesan & corp., 276 Conn. 168,226 (2005)) Ginternal quotation
marks and alterations omitted).
JON Bank respectfully submits that the balancing factors identified by our Superior
STEVEN P, CIARDUDLLO Court are all readily satisfied by the factsidescribed above. Fundamental fairness should allow
1s PC.
ATTORNEY AT LAW
Rea TNE AVENUE the Movant to join in the action and be allowed to address the Court regarding the rights of the
FANOEN CONNCETICUT 08316
(7031240-2000 parties to the funds sought to be attached,
SUPE NO 102998
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t
i
83/22/2024 16:58 2832488384 PAGE 69/25
i
{
Tit. co* INCLUSION:
i
Clearly the Movant has an interest inithis matter and one that is not being addressed or
||
Protected presently and ‘one that will hot be addressed or protected unless it is allowed to 1
join in this action. The only way to piotect the Movant's rights is to permit it to intervene,
either by right of by permission of this Court.
THE MOVANT - INTERVENOR.
BY: Se—
s P-CIAR SQ
fie At ormleys iardiello, B6q., P.C.
2840 Whitney Avenue
Hamden, Connecticut 06518
(203) 248-8000 - Telephone
(203) 248-0384 - Facsimile
steve@iciardiellolaw.cor
Juris No.: 102935
Charmcassin
T hereby certify that a copy of the above was mailed or electronically delivered on March!
22, 2024 to all non-appearing parties, counsel and self-represented ies of record and that I
written consent for electronic delivery was received from all counsel and self-represented parties {
of record who where electronically served:
Willinger Willinger & Bucci PC
1000 Bridgeport Avenue, 5" Floor
Shelton, Connecticut 06484
Vi ail
for the Plai tif if
(Titan Capital ID, LLC)
for the Defendants:
Christopher M. Cody, Esq.
185 North Broad Street, Suite B
Milford, CT 064
STEVEN B CIARDIELLO emcody@codylaw.com
ATTORNEY AT LAW (Defendant-Maynard Road Corp.)
20.40 WHITNEY AVENUE (Defendant-Housing Authority For
HAMDEN CONNECTICUT O86I8 the City of Meriden Connecticut)
W2051240-0000
URIS NO IO2B3B
or
‘LLO, ESQ.
i erin Cont
: + Page 5 of 5-
83/22/2024 16:58 2032488384 PAGE 168/25
RETURN DATE: MARCH 19, 2024 SUPERIOR COURT
DOCKET NO.: NNH-CV23-5088459-S
J
TITAN CAPITAL [D, LLC J.D, OF NEW HAVEN
Vv, AT NEW HAVEN
MAYNARD ROAD CORPORATION AND
THE HOUSING AUTHORITY FOR THE
CITY OF MERIDEN, CONNECTICUT March 11, 2024
IRECTION FOR ATTACHMENT
To Any Proper Officer:
BY AUTHORITY OF THE STATE CF CONNECTICUT, YOU ARE HEREBY
COMMANDED, WITHOUT DELAY, IN ACCORDANCE WITH THE ACCOMPANYING
ORDER, TO PURSUE AS INDICATED BELOW, TO THE AGGREGATE VALUE AND
AMOUNT OF TWENTY-TWO MILLION AND NO/1G0 DOLLARS ($22,000,000.00), THE
FOLLOWING PREJUDGMENT REMEDY:
THE ATTACHMENT OF THE ACCOUNTS OF MAYNARD ROAD
CORPORATION AND/OR THE HOUSING AUTHORITY FOR THE CITY OF MERIDEN,
CONNECTICUT, AT:
ION BANK
251 CHURGH STREET
NAUGATUCK CT 06770 se
IF,
ts.
'e1son
EXHIBIT *a*
7~
83/22/2024 16:58 2832488384 PAGE 11/25
SAID PREJUDGMENTR REMEDY, BEING. AUTHORIZED BY THE HONORABLE
JON C, BLUE, JUDGE OF THE CONNE CUT su PERIOR COURT PURSUANT To
CONN: GEN. STAT. § 52-278D, AS PROVIDED IN THE ATTACHED ORDER DATED
FEBRUARY 14, 2024. i
YOU ARE FURTHER DIRECTED FURSUANT TO.CONN. GEN: STAT. § 52-280
TO SERVE THE DEFENDANTS MAYNARD ROAD CORPORATION AND THE
HOUSING AUTHORITY FOR THE cITy OF MERIDEN, CONNECTICUT, BOTH OF
WHICH ARE LOCATED AT. 22 CHURCH STREET, MERIDEN. CONNECTICUT, A
TRUE AND ATTESTED COPY OF THIS PRocESS AND OF THE ACCOMPANYING
COMPLAINT, AND OF YOUR RETURN THEREON, DESCRIBING
ANY ESTATE
ATTACHED,
Hereof fait not, but due service and return make.
{
Dated at Shelton, OT on March 41, 2024.
i:
TITAN CAPITAL ID, LLC
By: ane
James A. Lenes
Willinger Willinger & Bucci, PC
1400 Bridgeport Ave., Suite 501
Shelton, CT 06484
Tele: 203-366-3939 Juris #23585
3/22/2024. 16:58 2832488384 PAGE 12/25
2NGi24, 1045 AM JONG Notice
ae a te dawn ee see nee
f
i
JpNa NOTICE
NNH-CVei 23-BUSEASSS TITAN CAPITAL ID, LLC v. MarNARD ROAD CORP,
Notice Isaved: 02/45/2024
Court Address:
CLERK, SUPERIOR COURT
JUDICIAL DISTRICT OF NEW HAVEN
235 CHURCH STREET
NEW HAVEN, CT 06510
Notice Content:
Notice Issued: 02/15/2024
Docket Number: NNH-CV-23-5058459-S
Case Caption: TITAN CAPITAL. 1D, LLC v, MAYNARD ROAD CORP.
Notice Sequence #; 4
JDNO NOTICE
74/2024
{ORDER
“ORDER REGARDING:
1101/2023 100.31 APPLICATION FOR PREJUDGMENT REMEDY
1Thé foregoing, having been heard by the Court, is hereby:
ORDER:
Granted by agreement in the amount of $22,000,900.
Judge: JON © BLUE
a ne ain me ~
rulps prises (Ud.clgouCaseldelaliNoncat View JIN at: prea Bt ab. WD 204192
03/22/2824 16:58 2832480384 PAGE. 13/25
RETURN DATE; MARCH 19, 2024
DOCKET NO.: NNH-CV23-5058459-: Sj SUPERIOR COURT
TITAN CAPITAL ID, LLC J.D. OF NEW HAVEN
Vv. AT NEW HAVEN
MAYNARD ROAD CORPORATION AND
THE HOUSING AUTHORITY FOR THE
CITY OF MERIDEN, CONNECTICUT February 21, 2024
WRIT, SUNiMONS, DIRECTION FOR
ATTACHMEN? ir AND GOMPLAINT
‘
TO ANY PROPER OFFICER
BY AUTHORITY Of THE STATE (OF CONNECTICUT, YOU ARE HEREBY
COMMANDED, WITHOUT DELAY, IN AGCORDANCE WITH THE ACCOMPANYING
ORDER, TO PURSUE AS INDICATED BELOW, TO THE AGGREGATE. VALUE AND
AMOUNT OF TWENTY-TWO MILLION AND NO/100 DOLLARS ($22,000,000.00), THE
FOLLOWING PREJUDGMENT REMEDIE:! $
THE ATTACHMENT OF SUFFICIENT PROPERTY OF THE DEFENDANTS AS
MAY BE REVEALED IN RESPONSE TO APPLICANTS! MOTION FOR DISCLOSURE
OF ASSETS DATED NOVEMBER 1, 2023, AND WHICH MOTION WAS GRANTED
ON FEBRUARY 14, 2024, REQUIRING THE DEFENDANTS TO DISCLOSE
SUFFICIENT PROPERTY BY MARGH 15: 2024
SAID PREJUDGMENT REMEDIES: BEING AUTHORIZED BY THE
CONNECTICUT SLIPERIOR COURT PURSUANT TO CONN, GEN. STAT. § 52-2780
AND TO SUMMON THE DEFENDANTS MAYNARD ROAD CORPORATION ANO THE
HOUSING AUTHORITY FOR THE CITY CF MERIDEN, CONNECTICUT, BOTH OF
WHICH LOCATED AT 22 CHURCH STREET, MERIDEN, CONNECTICUT, 10
03/22/2024 16:58 2032480384 PAGE 14/25
“
APPEAR -B ERIOR RT, TO BE HELD A {E SUPERIOR
COURT, WITTEN JAL DISTRICT oF Nes AT NEW
HAVEN ON MARCH 19, 2 HE RETURN DATE"); SUCH APBEARANCE To BE
MADE-BY DEFENDANT: R THEIR ATTORNEY BY FILING:A WRITTEN
STATEMENT OF. APPEA ce WITH tHE CLERK oF THE courT WHOSE
ADDRESS IS’ 235 CHURCH. STREET, Ni W HAVEN, CT 08510, ON OR BEFORE THE
SECOND DAY FOLLOWING THE RETU DATE;
~ SAID PARTY: THEN. AND THERE To ANSWER TO THE PLAINTIFF INA ONL
ACTION, IN WHICH PLAINTIFF COMPLAINS AND SAYS:
First Courit - Collection of Promissory Note
1
The plaintiff Titan Capital 1D, LLC (the “Plaintiff’} is a Delaware limited
Hability company, registered to do.businesé in Connecticut, with offices at 140 E, 45¢
5
Street, 40" Floor, New York, NY 10047.
2 The defendant Maynard Roa Corporation (“Borréwer’) is a Connecticut
corporation located at 22 Church Street, Meriden, Connecticut.
3 On July 15, 2022, Borrower executed a promissory note (the "Note”) in
favar of the Plaintiff in the principal arriount of $16,200,000.00 (the “Principal Amount").
A copy of the Note is attached hereto and incorporated herein as Exhibit A. Pursuant to
FB. § 10-29, a copy of the said Exhibit A, 2s well as all other exhibits referred to herein
willbe separately filed with the Court and served upon all parties also in accordante
with PB. §10-29.
4 Upon execution of the Note: 4,587,590.00 of the Principal Amount was
43/22/2024 16:58 2832480384 PAGE 15/25
directly advanced to Borrower and $1.64 500.00 of the Principal Amount was
advanted and held by Plaintiff for the be i
ye fit of the Borrower to pay interest
as it
became due and payable on the unpaid principal balance of the
Loan.
5 Under the terms of the Note, interest accrued af the rate of Ten Percent
(10%) per annum, however, in the event oF a default as defined in
the Note, interes!
accrues at the rate of Twenty-four Percerit (24%) per ann um (the "Default Rate’),
6 The Note further provides that in the event Borrower fails ta make any
payment of principal or interes! or other ahounts when due under the Note, the Plaintiff
may at its option (in the Plaintiff soie an salute discretion), whether during the term
of the Note or upon maturity, impose a |: oharde on Borrower in an amount equa! to
Eight Percent (8%) of the amount of suc! st due payment.
7 The Note further provides tht Borrower agreed to pay all reasonable
costs and expenses of collection incurred py the Piaintiff, in addition to principal, interest
and late or delinquency charges (including, without limitation, reasonable attornays' fees
and disbursements) and including all costs and expenses incurred in connection with
the pursuit by the Plaintiff of any of its rights or remedies referred:to in the Nete or any
other Joan documents.
8 The Note further provides tt ‘t all outstanding principal, accrued and
unpaid interest and any other sums due | r the Note shall be paid in full on duly 15,
2023 (the “Maturity Date").
‘
9 On of about July 5, 2023, the laintiff and the Borrower executed a First
Modification and Reaffirmation of Laan Do: cuments (the "First Modification’), which
provided, inter atia, that: \
03/22/2024 16:58 2032480384 PAGE 16/25
a The Maturity Date would bs extended to October 15, 2023:
b. The Borrower shall pay Plain an exténsion fee in the sum
of
.
$81,000.00, :
The Borrower shall pay Plaintiff the sum of $546 750.00, which
represents
a three (3) manth replenishment of the fund to pay interest as it became
due and payzible; and
Interest due under the Noteduring this extension period shall-be adual to
the greater of (i) 10 00% pet annum or (ii) five hundred and twenty-five
(526) basis poirits per annuth higher than the Prime Rate published by the
:
Wall Street Journat.
1
A copy of the First Modification is attached hereto and incorporated herein as Exhibit B,
10 On or about October 6, 202%, the Plaintiff and the Borrower executed a
Second Modiflcation and Reaffirmation of Loan Docurnents (the “Second Modificatian’)
:
which provided, inter alia, that
a The Maturity Date would be axtended to January 15, 2024
b. The Borrower shall pay Plaintiff, on or before October 13, 2023, TIME
BEING OF THE ESSENCE, :the sum of $2.000,000.00, as a partial
reduction of the outstanding. loan amount
The Borrower shall pay Plaintiff on or before October 13. 2023, TIME
BEING OF THE ESSENCE, an extensian fee in the sum of $71.600.00
The Borrower shall pay Plaintiff three (3) monthly installments of interest
on or before October 15, 2023, November 2023, and December: 15,
2023, inthe sum af $171,188:89, which represents mohth!y interest due
03/22/2024 16:58 2632480384 PAGE 17/25
under the Note at the anna rate of interest equal to the fixed rate of
fourtesn percent (14, 00%) ber anaum
A copy of the Second Modifleation is attsched hereto and incorpo
rated herein as Exhibit
c
1 Borrowers defaulted under the terms of the Note as modified by the
i
Second Modification by failing to pay:
a. The $2,000,060.00 partial reduction of the ouistanding loan amount and,
6. The $71,000.00 extension fhe
12. As @ result-of the Borrower's defaults, the Plaintiff has declared the entire
unpaid balance of the Note, as modified, together with unpaid interest and fees, to be
immediately due and payable
43 As of February 13, 2024, in addition to the Plaintiff's reasonable costs and
expenses of collection, Borrower owes the principal balance of $16.200,000.00, unpaid
interest of $739,500.00, and late fees of $'.296,000.00. Interest continues to accrue at
$10:800.00 per day,
14 The Plaintiff has suffered +meney damages.
Second Count. Guaranty
1 ~ 13 Paragraphs 1 through 13 of :he First Count are restated 2s though fully
contained herein i
14 On July 15, 2022, The Housidg Authority for the City of Meriden,
Connecticut (the “Guarantor") executed a virittan Guaranty of All Obligations (the
‘Guaranty"), whereby It jointly and severally. absolutaly and unconditionally guaranteed
83/22/2024 16: 58 2832480384 PAGE 18/25
to the Plaintiff the full and prornpt payment at maturity of'any and all
obligations of
i
Bortower to the Plaintiff, including but ni imited to, the obligations of Borrower as set
forth'in the Note, and including alt costs, expenses, attorneys' fees and their
disbursements incurred in enforcing Borréwer's obligations to the Plaintiff, plus all costs
expenses, attorneys’ fees and their disbuisements incurred in the enforcernent 9: thy
f ‘ * ie
Guaranty. A copy of the Guaranty is attached hereto and incorporated herein as Exhibit
'
0
15. Notwithstanding the maturity and default of the Note, as modified, the
Borrower has failed and refused to pay tha Plaintiff the amounts due under the Note, as
thodified.
16. Pursuant fo the terms of the puaranty, the foregoing amounts due and
owing to the Plaintif? are owed by the Guatantor to the Piaintiff.
17. The Piaintiff has suffered money damages.
Third Count — Unjust Enrichment ‘
1-2. Paragraphs one through two. at the First Count are restated as though fully
contained herein.
3 On July 15, 2022, the Plaint ant $16,200,000.00 to the Borrower.
4. The Borrower has unjustly tailed and refused to fully repay the Plaintiff.
5 The Borrower owes the princioal balance of $16,200,000.00, olus accrued
statutory interest.
6. The Borrower's failure to fully repay the loan was to the Plaintiff's
detriment.
83/22/2824 16:58 2032488384 PAGE 19/25
7 By virtua of the foregoing. he Borrower has been unjustly enriched,
Fourth Count — Mandamus ;
1-16. Paragraphs one through sheen of the Second Count are restated as
though fully contained herein,
17. To the date of this action, the Defendants have refused to make payment
as required under the terms of the Note, fhe First Modification, the Second Modifiéation,
and/or the Guaranty.
18, The Defendants have a ma datory and nondiseretionary duty to make
payment as required under the terms of ths Note, the First Modification, the Second
Modification, and/or the Guaranty (the "D. ty"),
19. The Plaintiff has a clear legat right to have the Duty performed.
20. There is no other specific. ade G 1 uate remedy available to the Plaintiff,
4
21. The Plaintiff claims a writ of mandamus ordering that the Defendants
make all payments as required unde: the terms of the Note, the First Modlification, the
Second Modification, and/or the Guaranty. :
83/22/2024 16:58 2032480384 PAGE 20/25
Preview
83/22/2024 16:58 2032486384 -— “oe PAGE 63/25 DOCKET NO.: NNH-CV23- 5058459. $ SUPERIOR COURT - TITAN CAPITAL ID; LLC JUDICIAL DISTRICT OF NEW HA VS. é: AT NEW HAVEN MAYNARD ROAD CORPORATION mi THE HOUSING AUTHORITY FOR i CITY OF MERIDEN CONNECTICUT MARCH 22, 2024 MOTION TO INTERVENE TON’ Bank hereby moves, by. and through its attorney, Steven P. Ctardiéllo. Esq., P.C. pursuant to Connecticut General Statutes: §52-1 02 and §52-107 and, as well as pursuant to Practice! Book Sections: §9-3 and -§9-18 to Intervene in the-above-encaptioned matter. As is more fully. described in the accompanying Memorar'dum of Law in support of this Motion, the movant seeks an Order of this Court to intervene in this action as a result of their receipt of a Direction of! Attachment relative to this Court's Order Granting a Pre-Judgment Remedy herein, the Movant) claiming prior rights to the subject of the attachment and wishes to insure proper application and compliance with this Court’s Order. : WHEREFORE, for all of the reasons set forth above and in the accompanying; Memorandum of Law in support of this Motion, the Movant, ION Bank, hereby respectfully moves! that this Court allow it to intervene in this action, either as of right or by permission, | i RESPECTFULLY SUBMITTED FOR INTERVENOR. ION BANK LE By: Z~ZLTAR SEVEN LLO , ESQ tell » Esq., P.C STEVEN P, CIARDIELLO BSQ, PC. 2840 Whitney Avenue ATTORNEY AY LAW Hamden, Connecticut 06518 200 WHITNEY AvENUE WAMOEN CONNEETICUT oBsId (203) 248-8000 - Telephone 12031 2A0:0D00 (203) 248-0384 - Facsimile smoteNO 108033 Juris No, 102935 - steve Zciardicllolaw.com Page I of 2- loq 03/22/2824. 16:58 2832480384 PAGE 84/25 ORDER The foregoing Motion to Intervene having been presented to this Court it is hereby ORDERED. i i GRANTED / DENIED THE COURT, i t By: Judge/Assisiam Clark, CERTIFICATION i i I hereby certify that a copy of thé above was mailed or electronically delivered on. March} 22, 2024 to all non-appearing parties, counsel and self-represented parties of record and that written consent for electronic delivery. was received from all counsel and self-represented parties of record! who where electronically served: Willinger Willinger & Bucci PC 1000 Bridgeport Avenue, 5° Floor Shelton, Connecticut 06484 Via Regular Mail for the Plaintiff: (Titan Capital ID, LLC) .3 for Defendants: the Christopher M. Cody, Es 185 North Broad Street, Suite B Milford, CT 06460 cmeod: (Detonlent Maynard Road Corp.) (Defendant-Housing Authority For the City of Meriden Connecticut) STEVEN P, CIARDIELLO ” ATTORNEY AT LAW 2N40 WHITNEY AVENUE STE O, ESQ MANDEN 601 iT agai 000 igs Pe Sopecier nt 058 uke 9a - Page 2 of 2- 3/22/2024. 16:58 2832480384 PAGE 5/25 DOCKET NO. NNH-CV23. 5058459: SUPERIOR COURT TITAN CAPITAL ID, LLC JUDICIAL DISTRICT OF NEW HAVEN VS. AT NEW HAVEN MAYNARD ROAD CORPORATION and THE HOUSING AUTHORITY FOR ‘THE CITY OF MERIDEN CONNECTICUT MARCH 22, 2024 ME [DUM _EN. TION TO INTERVENE Pursuant to Connecticut General Statutes §52-102 and §52-107. as well as pursuant to Practice Book Sections: §9-3 and §9-18, ION Bank. by and through its attorneys, Steven Ciardiello, Esq.. P.C. hereby offers the: following in support of its March 22, 2024 Motion 9) Intervene in this Matter. I. FACTUAL BACKGROUN The only facts pertinent to this Memorandum and the Motion to Intervene it supports is that on March 14, 2024 the Movant, ION Bank, was served with a Direction For Attachment and this) Court's February 14, 2024 Order grantinga Prejudgment Remedy in the amount of $ 22,000,000. 00) and ostensibly attachingfinancial accourits in or monies of the Defendants on deposit with ron] Bank. (See Direction for Attachment attached hereto as Exhibit A). i If allowed to intervene, ION Bank will be able to establish that it has prior rights to! Defendant(s)’ assets through their holding: pre-existing commercial Security Agreements and ucc! Financing Statement filings which may effect assets which could be subject to the instant Direction! for Attachment and the underlying Order of this Court, ION Bank needs to be allowed to intervene into this proceeding so that it docs not inadvertently violate any of the Ordeis of this Court and STEVENP, CIARDIELLO because its prior rights and claims to the assets it has may have been directed to secure. ESQ. BC, ATTORNEY AT LAW Based upon the above and for the feasons discussed below, the Movant respectfully moves 2080 writhey avenue MaMGEN CONNEETICUT 06518 1209)248 8000 to Intervene in this action, both as a matter of right and alternatively, permissively. AURIS NO. ORB A a3/ 22/2024. 16:58 * 2832480384 PAGE 06/25 ir. ARGUMENT) :: on ENT PARTICIPANT THE MOVANT. LN INNOGENT PARTICIPANT HEREIN HEREIN TO [TSD DETRIMENT: TOITS ETRIMENT HAS A RIGHT TO INTERVENE The right to join in pending litigation by a persou with an adverse interest is set forth in Connecticut General Statutes §52-102: ; Sec. 52-102. Joinder of persons with interest adverse to plaintiff and of ; necessary persons. U mn motion made by any party.or nonparty to a civil action, the person named in 1! he party's motion or the nonparty so moving, as the case may be, (1) may be made-a party. by the court if that person has or claims an interest in the controversy, or an: part thereof, adverse to the plaintiff, or (2) shall be made a party by the court if that person is necessary for a complete'determination or ettlement of any question involved therein; provided no person who is immune from liability shall be de a defendant in the controversy. Our Supreme Court has reviewed the applicable standard for a party seeking to intervene as'a matter of right and has held: It is well established that a party seeking to intervene in a matter as of right must satisfy a the elements of a four art test: (1) “[t}he motion to intervene must be f timely” [filed]; (2) the propose intervenor “must have a direct and substantial interest in the subject atter of the litigation": (3) the proposed intervenor’s “§nterest must be impaired by the'disposition of the litigation without the p ‘interest roposed intervenor’s} involvement” and (4) the proposed intervenor’s must not be fepresente'] adequately by any other party to the litigation.” Mustin Cashes », Safect 9 Insurance ra. pany Company of of America,310 Conn. 640, 648 (2013 quoting Episcopal Church in the Diocese of Connecticut v. Gauss, 02 Conn. 86, 397-98 (2011)). a) T ene was timely filed: In this case. the standard for intervention as a matterof right is readily met. Here the instarit Motion is timely filed. On March 14, 2024 ION Bank, was served with a “Direction For Attachment” by Plaintiff's Counsel and this Court's February 14, 2024 Order granting a Prejudgment Remedy in the amount of $ 22,000,000,00 and ostensibly attaching financial accounts in or monies on deposit that the Defendants have in, or with, ION Bank. The Direction For Attachment was eerved without any specifics as to the nature, scape or terms STEVEN P. CS EDIELLO ATTORNEY AT LAW of the attachment or any explanation of what the Movant was supposed to do regarding any assets that Rago WHITNEY AVENUE HAMDEN CONNEGTICUT omeeries C65:6 are subject to the Court's Order. [This Moticin to Intervene was made seven (7) days after first receiving 12091 28.8000 (NES NO ORARE the above-described directive and first being:made aware of the pendency of this matter and it involvement therein. Certainly, that is timely filing. . + Page 2 of $- 83/22/2024- 16:58 2032488384 PAGE - 87/25 Q) IN Bank has a substantial inte: in the bb} matter of the litigation. ION Bank has a direct and substantial interest in this litigation, as they are a banking institution that is not involved in the underlying obligations between the parties to this action. yet it is now subject ta the proceedings of this case and the orders that emanate from it. Moreover, assets that ION Bank legitimately. holds to secure othe obligations of the Defendant the Bank and which are unrelated 10 those'which serve as the basis ‘of the claims being made against it by the Plaintiff, are a being! i adversely effected by the attempt to attach same in this action. i i Moreover, the ambiguity of the namure, extent and parameters of the Court's Order subjects the |i Movant to the possibility of it inadvertently; acting in violation of this Court’s Order because it is not aware of the particulars or parameters of saline. Further, the Accounts in [ON Bank that could be interpreted as being subject to the Court's order are in fact subject to pre-existing and prior-in-right security interests and lien rights held by ION Bank as part of prior commercial transactions between the Movant and the Defendant(s) (3) JON Bank's interest will. be impaired by the disposition of the litigation without the bank’s involyement: Thess lien rights and ION Bank’s rights to access these accounts and the funds on deposit are critical to the credit facility that they have established in their own commercial loan relationship with the account owner. If orders are made that could either disadvantage. diminish or extinguish their Lien Rights, [ON Bank’s interest will be impaired by any such disposition. A) ION Bank’s interest is mot be represented adequately by any other_party to the litigation. It is axiomatic based upon the facts here, that no current party to this action will STEVEN P. CIARDIELLO have any incentive or ability to adequately represent the interests of the Movant: ESQ, BC. ATTORNEY AT LAW 20.40 WHITARY AVENUE It is therefore hard to imagine a si:uation where intervention by a Movant is moye HAMDEN CONNEETICUT CBDIS (oni 240.9000 deserved and one where the requitcements‘of joining the action set forth by Connecticut General ssUM8 NO.102035 Statutes §52-102 are better met. ~ Page 3 of $- } , 83/22/ 2024. 16:58 2032480384 PAGE 98/25 ALTERNATIVELY, AVE ION BANK NK SHi S! b up BE.GRANTED PERMISSION TO i INTERVENE INTERVE Even if this Court decides that ION Bank is not entitled to intervene as of right, the facts set.forth above justify the exercise of thé Court's discretion to allow it to intervene permissively pursuant to Connecticut General Statutes 52-107, See, 52-107. Additional :partics)may be summoned in. The court may determine the controversy as between the parties before it, if it can do so without prejudice to the rights of others; but, ifa complete determination cannot be had without the presence of other parties, the court2 may direct that such other parties be brought i in. Ifa person not a party has an terest or title which the judgment will affect, the court, on his application, shal m direct him to be made a party. (2023) “Permissive intervention . . . is entrusted:to the trial court's discretion. . . [and] depends on a balancing of factors.” Palmer v. Kriendly Ice Cream. Corp. 285 Conn. 462, 479 (2008) (quoting) Common Condominium Assésistion Inc. v. Common Associates, 5 Conn App. 288,290 (1985), Discretionary Joinder is also an. established Tight: A trial court exercising its discretion in determining whether to grant a motion for ermissive intervention balances ;"several factors [including]: the timeliness of the intervention, the proposed intervenor's interest in the controversy, the adequacy of" Tepresentation of such interests by other parties, the delay in the proceedings or other prejudice to the existing parities the intervention may cause, an necessity for or value of the intervention in resolving the controversy . (before the court... [A] ruling on a motion fur permissive intervention would be erroneous only in the rare case [in which] stich factors weigh so heavily against the ruling that it would amount to an abuse of the trial ‘court's discretion.” Kerrigan v. Comm'r of Pub. Health, 2t9 Conn. 447., 461 (2006) (quoting Rosado ¥. Bridgeport Roman Catholic Diocesan & corp., 276 Conn. 168,226 (2005)) Ginternal quotation marks and alterations omitted). JON Bank respectfully submits that the balancing factors identified by our Superior STEVEN P, CIARDUDLLO Court are all readily satisfied by the factsidescribed above. Fundamental fairness should allow 1s PC. ATTORNEY AT LAW Rea TNE AVENUE the Movant to join in the action and be allowed to address the Court regarding the rights of the FANOEN CONNCETICUT 08316 (7031240-2000 parties to the funds sought to be attached, SUPE NO 102998 ~ Page 4 of $+ t i 83/22/2024 16:58 2832488384 PAGE 69/25 i { Tit. co* INCLUSION: i Clearly the Movant has an interest inithis matter and one that is not being addressed or || Protected presently and ‘one that will hot be addressed or protected unless it is allowed to 1 join in this action. The only way to piotect the Movant's rights is to permit it to intervene, either by right of by permission of this Court. THE MOVANT - INTERVENOR. BY: Se— s P-CIAR SQ fie At ormleys iardiello, B6q., P.C. 2840 Whitney Avenue Hamden, Connecticut 06518 (203) 248-8000 - Telephone (203) 248-0384 - Facsimile steve@iciardiellolaw.cor Juris No.: 102935 Charmcassin T hereby certify that a copy of the above was mailed or electronically delivered on March! 22, 2024 to all non-appearing parties, counsel and self-represented ies of record and that I written consent for electronic delivery was received from all counsel and self-represented parties { of record who where electronically served: Willinger Willinger & Bucci PC 1000 Bridgeport Avenue, 5" Floor Shelton, Connecticut 06484 Vi ail for the Plai tif if (Titan Capital ID, LLC) for the Defendants: Christopher M. Cody, Esq. 185 North Broad Street, Suite B Milford, CT 064 STEVEN B CIARDIELLO emcody@codylaw.com ATTORNEY AT LAW (Defendant-Maynard Road Corp.) 20.40 WHITNEY AVENUE (Defendant-Housing Authority For HAMDEN CONNECTICUT O86I8 the City of Meriden Connecticut) W2051240-0000 URIS NO IO2B3B or ‘LLO, ESQ. i erin Cont : + Page 5 of 5- 83/22/2024 16:58 2032488384 PAGE 168/25 RETURN DATE: MARCH 19, 2024 SUPERIOR COURT DOCKET NO.: NNH-CV23-5088459-S J TITAN CAPITAL [D, LLC J.D, OF NEW HAVEN Vv, AT NEW HAVEN MAYNARD ROAD CORPORATION AND THE HOUSING AUTHORITY FOR THE CITY OF MERIDEN, CONNECTICUT March 11, 2024 IRECTION FOR ATTACHMENT To Any Proper Officer: BY AUTHORITY OF THE STATE CF CONNECTICUT, YOU ARE HEREBY COMMANDED, WITHOUT DELAY, IN ACCORDANCE WITH THE ACCOMPANYING ORDER, TO PURSUE AS INDICATED BELOW, TO THE AGGREGATE VALUE AND AMOUNT OF TWENTY-TWO MILLION AND NO/1G0 DOLLARS ($22,000,000.00), THE FOLLOWING PREJUDGMENT REMEDY: THE ATTACHMENT OF THE ACCOUNTS OF MAYNARD ROAD CORPORATION AND/OR THE HOUSING AUTHORITY FOR THE CITY OF MERIDEN, CONNECTICUT, AT: ION BANK 251 CHURGH STREET NAUGATUCK CT 06770 se IF, ts. 'e1son EXHIBIT *a* 7~ 83/22/2024 16:58 2832488384 PAGE 11/25 SAID PREJUDGMENTR REMEDY, BEING. AUTHORIZED BY THE HONORABLE JON C, BLUE, JUDGE OF THE CONNE CUT su PERIOR COURT PURSUANT To CONN: GEN. STAT. § 52-278D, AS PROVIDED IN THE ATTACHED ORDER DATED FEBRUARY 14, 2024. i YOU ARE FURTHER DIRECTED FURSUANT TO.CONN. GEN: STAT. § 52-280 TO SERVE THE DEFENDANTS MAYNARD ROAD CORPORATION AND THE HOUSING AUTHORITY FOR THE cITy OF MERIDEN, CONNECTICUT, BOTH OF WHICH ARE LOCATED AT. 22 CHURCH STREET, MERIDEN. CONNECTICUT, A TRUE AND ATTESTED COPY OF THIS PRocESS AND OF THE ACCOMPANYING COMPLAINT, AND OF YOUR RETURN THEREON, DESCRIBING ANY ESTATE ATTACHED, Hereof fait not, but due service and return make. { Dated at Shelton, OT on March 41, 2024. i: TITAN CAPITAL ID, LLC By: ane James A. Lenes Willinger Willinger & Bucci, PC 1400 Bridgeport Ave., Suite 501 Shelton, CT 06484 Tele: 203-366-3939 Juris #23585 3/22/2024. 16:58 2832488384 PAGE 12/25 2NGi24, 1045 AM JONG Notice ae a te dawn ee see nee f i JpNa NOTICE NNH-CVei 23-BUSEASSS TITAN CAPITAL ID, LLC v. MarNARD ROAD CORP, Notice Isaved: 02/45/2024 Court Address: CLERK, SUPERIOR COURT JUDICIAL DISTRICT OF NEW HAVEN 235 CHURCH STREET NEW HAVEN, CT 06510 Notice Content: Notice Issued: 02/15/2024 Docket Number: NNH-CV-23-5058459-S Case Caption: TITAN CAPITAL. 1D, LLC v, MAYNARD ROAD CORP. Notice Sequence #; 4 JDNO NOTICE 74/2024 {ORDER “ORDER REGARDING: 1101/2023 100.31 APPLICATION FOR PREJUDGMENT REMEDY 1Thé foregoing, having been heard by the Court, is hereby: ORDER: Granted by agreement in the amount of $22,000,900. Judge: JON © BLUE a ne ain me ~ rulps prises (Ud.clgouCaseldelaliNoncat View JIN at: prea Bt ab. WD 204192 03/22/2824 16:58 2832480384 PAGE. 13/25 RETURN DATE; MARCH 19, 2024 DOCKET NO.: NNH-CV23-5058459-: Sj SUPERIOR COURT TITAN CAPITAL ID, LLC J.D. OF NEW HAVEN Vv. AT NEW HAVEN MAYNARD ROAD CORPORATION AND THE HOUSING AUTHORITY FOR THE CITY OF MERIDEN, CONNECTICUT February 21, 2024 WRIT, SUNiMONS, DIRECTION FOR ATTACHMEN? ir AND GOMPLAINT ‘ TO ANY PROPER OFFICER BY AUTHORITY Of THE STATE (OF CONNECTICUT, YOU ARE HEREBY COMMANDED, WITHOUT DELAY, IN AGCORDANCE WITH THE ACCOMPANYING ORDER, TO PURSUE AS INDICATED BELOW, TO THE AGGREGATE. VALUE AND AMOUNT OF TWENTY-TWO MILLION AND NO/100 DOLLARS ($22,000,000.00), THE FOLLOWING PREJUDGMENT REMEDIE:! $ THE ATTACHMENT OF SUFFICIENT PROPERTY OF THE DEFENDANTS AS MAY BE REVEALED IN RESPONSE TO APPLICANTS! MOTION FOR DISCLOSURE OF ASSETS DATED NOVEMBER 1, 2023, AND WHICH MOTION WAS GRANTED ON FEBRUARY 14, 2024, REQUIRING THE DEFENDANTS TO DISCLOSE SUFFICIENT PROPERTY BY MARGH 15: 2024 SAID PREJUDGMENT REMEDIES: BEING AUTHORIZED BY THE CONNECTICUT SLIPERIOR COURT PURSUANT TO CONN, GEN. STAT. § 52-2780 AND TO SUMMON THE DEFENDANTS MAYNARD ROAD CORPORATION ANO THE HOUSING AUTHORITY FOR THE CITY CF MERIDEN, CONNECTICUT, BOTH OF WHICH LOCATED AT 22 CHURCH STREET, MERIDEN, CONNECTICUT, 10 03/22/2024 16:58 2032480384 PAGE 14/25 “ APPEAR -B ERIOR RT, TO BE HELD A {E SUPERIOR COURT, WITTEN JAL DISTRICT oF Nes AT NEW HAVEN ON MARCH 19, 2 HE RETURN DATE"); SUCH APBEARANCE To BE MADE-BY DEFENDANT: R THEIR ATTORNEY BY FILING:A WRITTEN STATEMENT OF. APPEA ce WITH tHE CLERK oF THE courT WHOSE ADDRESS IS’ 235 CHURCH. STREET, Ni W HAVEN, CT 08510, ON OR BEFORE THE SECOND DAY FOLLOWING THE RETU DATE; ~ SAID PARTY: THEN. AND THERE To ANSWER TO THE PLAINTIFF INA ONL ACTION, IN WHICH PLAINTIFF COMPLAINS AND SAYS: First Courit - Collection of Promissory Note 1 The plaintiff Titan Capital 1D, LLC (the “Plaintiff’} is a Delaware limited Hability company, registered to do.businesé in Connecticut, with offices at 140 E, 45¢ 5 Street, 40" Floor, New York, NY 10047. 2 The defendant Maynard Roa Corporation (“Borréwer’) is a Connecticut corporation located at 22 Church Street, Meriden, Connecticut. 3 On July 15, 2022, Borrower executed a promissory note (the "Note”) in favar of the Plaintiff in the principal arriount of $16,200,000.00 (the “Principal Amount"). A copy of the Note is attached hereto and incorporated herein as Exhibit A. Pursuant to FB. § 10-29, a copy of the said Exhibit A, 2s well as all other exhibits referred to herein willbe separately filed with the Court and served upon all parties also in accordante with PB. §10-29. 4 Upon execution of the Note: 4,587,590.00 of the Principal Amount was 43/22/2024 16:58 2832480384 PAGE 15/25 directly advanced to Borrower and $1.64 500.00 of the Principal Amount was advanted and held by Plaintiff for the be i ye fit of the Borrower to pay interest as it became due and payable on the unpaid principal balance of the Loan. 5 Under the terms of the Note, interest accrued af the rate of Ten Percent (10%) per annum, however, in the event oF a default as defined in the Note, interes! accrues at the rate of Twenty-four Percerit (24%) per ann um (the "Default Rate’), 6 The Note further provides that in the event Borrower fails ta make any payment of principal or interes! or other ahounts when due under the Note, the Plaintiff may at its option (in the Plaintiff soie an salute discretion), whether during the term of the Note or upon maturity, impose a |: oharde on Borrower in an amount equa! to Eight Percent (8%) of the amount of suc! st due payment. 7 The Note further provides tht Borrower agreed to pay all reasonable costs and expenses of collection incurred py the Piaintiff, in addition to principal, interest and late or delinquency charges (including, without limitation, reasonable attornays' fees and disbursements) and including all costs and expenses incurred in connection with the pursuit by the Plaintiff of any of its rights or remedies referred:to in the Nete or any other Joan documents. 8 The Note further provides tt ‘t all outstanding principal, accrued and unpaid interest and any other sums due | r the Note shall be paid in full on duly 15, 2023 (the “Maturity Date"). ‘ 9 On of about July 5, 2023, the laintiff and the Borrower executed a First Modification and Reaffirmation of Laan Do: cuments (the "First Modification’), which provided, inter atia, that: \ 03/22/2024 16:58 2032480384 PAGE 16/25 a The Maturity Date would bs extended to October 15, 2023: b. The Borrower shall pay Plain an exténsion fee in the sum of . $81,000.00, : The Borrower shall pay Plaintiff the sum of $546 750.00, which represents a three (3) manth replenishment of the fund to pay interest as it became due and payzible; and Interest due under the Noteduring this extension period shall-be adual to the greater of (i) 10 00% pet annum or (ii) five hundred and twenty-five (526) basis poirits per annuth higher than the Prime Rate published by the : Wall Street Journat. 1 A copy of the First Modification is attached hereto and incorporated herein as Exhibit B, 10 On or about October 6, 202%, the Plaintiff and the Borrower executed a Second Modiflcation and Reaffirmation of Loan Docurnents (the “Second Modificatian’) : which provided, inter alia, that a The Maturity Date would be axtended to January 15, 2024 b. The Borrower shall pay Plaintiff, on or before October 13, 2023, TIME BEING OF THE ESSENCE, :the sum of $2.000,000.00, as a partial reduction of the outstanding. loan amount The Borrower shall pay Plaintiff on or before October 13. 2023, TIME BEING OF THE ESSENCE, an extensian fee in the sum of $71.600.00 The Borrower shall pay Plaintiff three (3) monthly installments of interest on or before October 15, 2023, November 2023, and December: 15, 2023, inthe sum af $171,188:89, which represents mohth!y interest due 03/22/2024 16:58 2632480384 PAGE 17/25 under the Note at the anna rate of interest equal to the fixed rate of fourtesn percent (14, 00%) ber anaum A copy of the Second Modifleation is attsched hereto and incorpo rated herein as Exhibit c 1 Borrowers defaulted under the terms of the Note as modified by the i Second Modification by failing to pay: a. The $2,000,060.00 partial reduction of the ouistanding loan amount and, 6. The $71,000.00 extension fhe 12. As @ result-of the Borrower's defaults, the Plaintiff has declared the entire unpaid balance of the Note, as modified, together with unpaid interest and fees, to be immediately due and payable 43 As of February 13, 2024, in addition to the Plaintiff's reasonable costs and expenses of collection, Borrower owes the principal balance of $16.200,000.00, unpaid interest of $739,500.00, and late fees of $'.296,000.00. Interest continues to accrue at $10:800.00 per day, 14 The Plaintiff has suffered +meney damages. Second Count. Guaranty 1 ~ 13 Paragraphs 1 through 13 of :he First Count are restated 2s though fully contained herein i 14 On July 15, 2022, The Housidg Authority for the City of Meriden, Connecticut (the “Guarantor") executed a virittan Guaranty of All Obligations (the ‘Guaranty"), whereby It jointly and severally. absolutaly and unconditionally guaranteed 83/22/2024 16: 58 2832480384 PAGE 18/25 to the Plaintiff the full and prornpt payment at maturity of'any and all obligations of i Bortower to the Plaintiff, including but ni imited to, the obligations of Borrower as set forth'in the Note, and including alt costs, expenses, attorneys' fees and their disbursements incurred in enforcing Borréwer's obligations to the Plaintiff, plus all costs expenses, attorneys’ fees and their disbuisements incurred in the enforcernent 9: thy f ‘ * ie Guaranty. A copy of the Guaranty is attached hereto and incorporated herein as Exhibit ' 0 15. Notwithstanding the maturity and default of the Note, as modified, the Borrower has failed and refused to pay tha Plaintiff the amounts due under the Note, as thodified. 16. Pursuant fo the terms of the puaranty, the foregoing amounts due and owing to the Plaintif? are owed by the Guatantor to the Piaintiff. 17. The Piaintiff has suffered money damages. Third Count — Unjust Enrichment ‘ 1-2. Paragraphs one through two. at the First Count are restated as though fully contained herein. 3 On July 15, 2022, the Plaint ant $16,200,000.00 to the Borrower. 4. The Borrower has unjustly tailed and refused to fully repay the Plaintiff. 5 The Borrower owes the princioal balance of $16,200,000.00, olus accrued statutory interest. 6. The Borrower's failure to fully repay the loan was to the Plaintiff's detriment. 83/22/2824 16:58 2032488384 PAGE 19/25 7 By virtua of the foregoing. he Borrower has been unjustly enriched, Fourth Count — Mandamus ; 1-16. Paragraphs one through sheen of the Second Count are restated as though fully contained herein, 17. To the date of this action, the Defendants have refused to make payment as required under the terms of the Note, fhe First Modification, the Second Modifiéation, and/or the Guaranty. 18, The Defendants have a ma datory and nondiseretionary duty to make payment as required under the terms of ths Note, the First Modification, the Second Modification, and/or the Guaranty (the "D. ty"), 19. The Plaintiff has a clear legat right to have the Duty performed. 20. There is no other specific. ade G 1 uate remedy available to the Plaintiff, 4 21. The Plaintiff claims a writ of mandamus ordering that the Defendants make all payments as required unde: the terms of the Note, the First Modlification, the Second Modification, and/or the Guaranty. : 83/22/2024 16:58 2032480384 PAGE 20/25