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Filing # 123614644 E-Filed 03/23/2021 03:20:30 PM
IN THE CIRCUIT COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT
IN AND FOR BREVARD COUNTY, FLORIDA
EMERALD INVESTMENT HOLDINGS, LLC,
Plaintiff,
Vv. Case No.:
81 GROUP, LLC and
J. FREUND PC d/b/a FREUND LEGAL;
Defendants.
/
COMPLAINT
Plaintiff, EMERALD INVESTMENT HOLDINGS, LLC, hereby sues 81 GROUP, LLC as
well as J. FREUND PC d/b/a FREUND LEGAL (collectively, “Defendants”) and alleges as
follows:
JURISDICTION AND VENUE
1 This is an action for declaratory relief as well as damages in excess of Thirty
Thousand Dollars, exclusive of interest, costs, and attorneys’ fees.
2. Plaintiff EMERALD INVESTMENT HOLDINGS, LLC is currently the owner of
a parcel of real property situated in Brevard County, Florida, containing approximately 1,550 acres
and more particularly described in Exhibit “A” attached hereto and incorporated herein by
reference (the “Subject Property”).
3 Defendant 81 GROUP, LLC (“BUYER”) is a Charleston, South Carolina-based real
estate acquisition and development company operating nationally with real estate assets in the
United States and Europe.
4 Defendant J. FREUND PC d/b/a FREUND LEGAL (“ESCROW AGENT”) is a
Beverly Hills law firm and the holder of escrow funds pursuant and attendant to a certain
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
agreement for the purchase and sale of real estate.
5 Plaintiff and Buyer executed an AGREEMENT FOR SALE OF REAL ESTATE
with an effective date of August 19, 2019 which named ESCROW AGENT to be the agent holding
earnest money funds pursuant to the Contract. A true and correct copy of that Contract shall be
filed under seal given the ongoing nature of the marketing of the Subject Property and the risk of
loss to Plaintiff which would result by disclosure of certain confidential terms and conditions in
the subject Contract.
6. This Contract provides in Paragraph 34 that “[e]xclusive venue for all proceedings
in connection with this Agreement shall be Brevard County, Florida, and all aspects of this
Agreement shall be governed by the laws of the State of Florida, excluding choice of law
provisions that would result in application of the law of a State other than Florida.” See the
Contract.
7. Venue is proper before this Court and this Court has jurisdiction pursuant to Florida
Statutes § 26.012.
GENERAL ALLEGATIONS
8 Pursuant to Paragraph 3 the Contract of August 19, 2019, BUYER was to purchase
the Subject Property and was to deposit with ESCROW AGENT a total sum of Five Hundred
Thousand Dollars via two equal payments of Two-Hundred Fifty Thousand Dollars to be paid to
Plaintiff and applied for BUYER’S benefit against the purchase price at closing.
9. Further, pursuant to Paragraph 24 of the Contract, each of “[Plaintiff] Seller, Buyer
and Escrow Agent intend to be bound by the signatures on the telecopied or PDF document” and
Jonathan Freund executed the Contract on behalf of J. FREUND PC (d/b/a FREUND LEGAL).
10. The Plaintiff and BUYER thereafter executed a number of amendments to the
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
Contract dated October 18, 2019 extending the inspection period and closing dates of the original
Contract, changing the purchase price and terms, as well as the legal description of the property.
The Amendments—First Amendment through Thirteenth Amendment—will be filed with the
Court under seal given the extremely sensitive and confidential nature of the terms and conditions
of the Contract while the marketing and attempts to sell the Subject Property are underway.
11. However, Buyer, without cause or legal justification, failed to close on the Contract
by the final amended Closing Date and therefore defaulted under the terms of the Contract (as
amended) as of 12:01 P.M. Eastern Time on March 13th, 2020!. As a defaulting Buyer under the
terms of the Contract, pursuant to Section 9 thereof, Plaintiff was entitled at that time retain the
BUYER’S Earnest Money deposit as liquidated damages and to terminate the Contract. See the
Contract.
12. The ESCROW AGENT confirmed receipt of the proper escrow funds.
13. All other conditions precedent to the institution of this action have been performed
or been waived.
COUNT I- DECLARATORY JUDGMENT
14. The Plaintiff realleges and reavers the allegations of paragraphs 1 through 13 as
though fully set forth herein.
15. There is a bona fide, actual, present, and practical need for a declaratory judgment
as to the legal rights and responsibilities of the parties to this action.
16. All factual circumstances required for issuing declaratory judgment hereon are
currently ascertained or ascertainable.
17. A present legal controversy exists as to the factual circumstances of this case, as
' BUYER also failed to execute amendments which were offered and which would have extended
the closing date.
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
illustrated by demand letter from the Plaintiff to the ESCROW AGENT regarding the earnest
money held related to the Contract for the Subject Property.
18. Dependent upon the issuance of declaratory relief by this Court are rights as to
disbursement of the earnest money.
19. Plaintiff and BUYER have an actual, present, adverse and antagonistic interest in
the Contract and entitlement to the earnest money held by the ESCROW AGENT in this matter.
20. By instituting this action, all adverse parties to the interests compromising the
subject matter of this action will be before this Court.
21. The Plaintiff seeks not legal advice nor satisfaction of curiosity from this Court in
its plea for Declaratory Judgment.
22. Pursuant to the terms of the Contract (as amended), the ESCROW AGENT has the
following obligations with respect to disbursement of the earnest money:
If at any time and from time to time Escrow Agent determines that all or any portion
of the Earnest Money should be disbursed to either Seller or Buyer hereunder,
Escrow Agent shall have the right to disburse same upon ten (10) days’ written
notice to both Buyer and Seller of the proposed disbursement; provided, however,
that Escrow Agent shall not be permitted to make the proposed disbursement if
Escrow Agent receives any written objection to such disbursement from either
Buyer or Seller within ten (10) days after Escrow Agent’s notice is received by
Buyer and Seller.
See the Contract.
23. Demand was made upon ESCROW AGENT by correspondence dated February 4,
2021. A true and correct copy of the Demand Letter is attached hereto as Exhibit “B.”
24. Once demand is made upon the ESCROW AGENT, the requirements under the
Contract are as follows:
In the event of a dispute between Buyer and Seller sufficient in the discretion of the
Escrow Agent to justify its doing so, the Escrow Agent shall be entitled to tender
into the registry or custody of any court of competent jurisdiction all money or
property in its possession under this Agreement, together with such legal pleadings
4
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
as it deems appropriate, and thereupon be discharged from all further duties and
liabilities under this Agreement, except for any liabilities arising as a result of the
Escrow Agent’s negligence, willful misconduct or breach of trust.
See Exhibit “A.”
25. Plaintiff is unaware of and has not been provided a copy of any objection by the
BUYER to Plaintiffs demand for disbursal of the earnest funds, nor any claim that BUYER is not
in default under the terms of the Contract (as amended).
26. Plaintiff is entitled to an award of its reasonable attorneys’ fees in any action
brought in connection with or arising out of the parties’ Contract (as amended).
WHEREFORE, Plaintiff demands declaratory judgment against Defendants as follows:
(a) Declaring that BUYER is and has been in default under the terms of the
Contract (as amended) by failing, without cause, to close on the purchase of
the Subject Property on or before March 13, 2020;
(b) That the ESCROW AGENT has an obligation to either disburse to Plaintiff
directly or to tender into the registry of this Court those earnest funds
deposited therewith under the terms of the Contract (as amended);
(c) That BUYER has no claim or entitlement to any of the earnest monies; and
(d) Awarding against BUYER and in favor of Plaintiff its reasonable attorneys’
fees and expenses incurred in connection herewith, pre- and post-judgment
interest, taxable costs incurred in bringing this action and any such other
relief as this Court may deem just and proper.
COUNT Il - BREACH OF CONTRACT
27. The Plaintiff realleges and reavers the allegations of paragraphs 1 through 13 as
though fully set forth herein.
28. By failing or refusing, without cause, to close on the purchase of the Subject
5
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
Property on or before March 13, 2020, BUYER is and has been in breach of the parties’ Contract
(as amended).
29. Pursuant to the terms of the parties’ Contract (as amended), Plaintiff is entitled to,
as liquidated damages, to be paid the earnest funds tendered by BUYER to the ESCROW AGENT.
30. BUYER has failed or refused to tender consent to the ESCROW AGENT to release
such escrowed earnest monies despite clear entitlement by Plaintiff to those monies.
31. As a direct and proximate cause of this refusal, Plaintiff is incurring attorneys’ fees
and expenses in connection herewith.
32. Plaintiff has performed under the parties’ Contract (as amended) and has not
excused BUYER’S failure or refusal to perform or ESCROW AGENT’S refusal to tender to
Plaintiff the earnest monies held in escrow.
33. Plaintiff is entitled to an award of its reasonable attorneys’ fees in any action
brought in connection with or arising out of the parties’ Contract (as amended).
WHEREFORE, Plaintiff demands judgment against BUYER awarding Plaintiff its
liquidated damages, pre- and post-judgment interest, attorneys’ fees and taxable costs incurred in
bringing this action and any such other relief as this Court may deem just and proper.
NORTON, HAMMERSLEY, LOPEZ &
SKOKOS, P.A.
/s/ Joseph M. Herbert, Esq.
Joseph M. Herbert, Esq.
Florida Bar No. 084260
jherbert@nhlslaw.com
1819 Main St #610
Sarasota, FL 34236
941-954-4691 (Telephone)
941-400-7164 (Direct)
Attorney for Plaintiff,
EMERALD INVESTMENT HOLDINGS, LLC
Filing 123614644 VS 05-2021-CA-021540-XXXX-XX
EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL A:
The West 1/2 of Section I, the East 1/2 of Section 2 lying Easterly of said Interstate 95, the North
1/2 of Section 11 lying Easterly of said Interstate 95, and the Northwest 1/4 of Section 12, LESS
and except that portion of a strip of land constituting the main canal of the San Sebastian Drainage
District lying in Sections 11 and 12; ALSO LESS and except Borrow Pit No. 5 and Haul Route
from Borrow Pit No. 5 being more particularly described as follows:
Borrow Pit No. 5: A parcel of land in the Northwest 1/4 of Section 12 and Northeast 1/4 of
Section 11, Township 30 South, Range 37 East, more particularly described as follows:
Commence on the North boundary of Section 11, Township 30 South, Range 37 East at a
point 1394.41 feet West from the Northeast corner thereof; run South 13°05'20" East 1550.05
feet; thence South 89°43'50" East 628.67 feet to the Point of Beginning; continue South
89°43'50" East 800 feet; thence North 00°16'10" East 800 feet; thence North 89°43'50" West
800 feet; thence South 00°16'10" West 800 feet to the Point of Beginning, AND
Haul Route from Borrow Pit No. 5: That part of the Northeast 1/4 of Section 11, Township
30 South, Range 37 East lying Easterly of the right of way for Interstate Highway No. 95 and
Northerly and within 50 feet of a line described as follows; begin at the Southwest comer of
Borrow Pit No. 5 as described above and run North 89°42'50" West 628.67 feet to the survey
line of Interstate Highway No. 95 and the end of said line as herein described.
LESS property conveyed to City of Palm Bay as contained in Deeds recorded in O.R. Book
7533, Page_202 and O.R. Book 7533, Page 103, of the Public Records of Brevard County,
Florida.
AND LESS property conveyed to Brevard County, Florida, a political subdivision of the State of
Florida recorded in O.R. Book 8226, Page 1144, of the Public Records of Brevard County,
Florida.
All lying and being in Township 30 South, Range 37 East, Brevard County,
Florida. PARCEL B:
All of Section 2 lying Westerly of said Interstate 95, LESS the West 1/2 of the Southwest 1/4
of the Southwest 1/4, Township 30 South, Range 37 East, Brevard County, Florida;
The Northeast 1/4 of Section 3, EXCEPT the West 1/2 of the East 1/2 of the Northwest 1/4 of
the Northeast 1/4, Township 30 South, Range 37 East, Brevard County, Florida;
13173-5 01223089.DOC;1 12872019
Filing 123614644 Exhibit "A" 05-2021-CA-021540-XXXX-XX
The Northeast 1/4 of the Southeast 1/4, of Section 3, Township 30 South, Range 37 East,
Brevard County, Florida;
The Northeast 1/4 of Section 10 and the North 1/2 of Section 11 lying Westerly of said
Interstate 95, LESS that portion of a strip of land constituting the main canal of the San
Sebastian Drainage District traversing the North 1/2 of Section 11 and the Northeast 1/4 of
Section 10 that lies within this legal, Township 30 South, Range 37 East, Brevard County,
Florida.
LESS property conveyed to City of Palm Bay as contained in Deed recorded in O.R. Book 7533.
Page 171 and O.R. Book 7532, Page 2932, of the Public Records of Brevard County, Florida.
AND LESS property conveyed to Brevard County, Florida, a political subdivision of the State of
Florida recorded in O.R. Book 8221, Page 641, of the Public Records of Brevard County, Florida.
PARCELC:
The North 1/2 of the Northwest 1/4 of the Southeast 1/4 of Section 3, Township 30 South,
Range 37, East, Brevard County, Florida.
13173-5 01223089.DOC;1 12872019
Filing 123614644 Exhibit "A" 05-2021-CA-021540-XXXX-XX
Norton Hammersley Alexandra S. Glauser, Esq.
(941) 954-4891 office
Norton, Hammersiey, Lopez & Skokos, PA.
(941) 329-1142 direct
aglauser@nhistaw.com
fea Estate va sion
ebruary 4,
VIA FEDEX & EMAIL
Freund & Brackey LLP
c/o Jonathan Freund
427 North Camden Drive, Second Floor
Beverly Hills, CA 90210
CON
Re: FORMAL DEMAND FOR RELEASE OF EARNEST MONEY
AGREEMENT FOR SALE OF REAL ESTATE with an effective date of August 19,
2019 (together with any other amendments or addendums being herein collectively
referred to as the "Contract"), by and between 81 GROUP, LLC, A DELAWARE
LIMITED LIABILITY COMPANY (“Buyer”) and EMERALD INVESTMENT
HOLDINGS, LLC, A FLORIDA LIMITED LIABILITY COMPANY (“Seller”)
Jonathan,
On behalf of the Seller. this letter is a formal demand for Freund & Brackey LLP (“Escrow
Agent”), who is in possession of $500,000.00 (“Earnest Money”) pursuant to the Contract, to immediately
release the Earnest Money directly to Seller using the enclosed wire instructions.
As of 12:01 p.m. (Eastern Time) on March 13th, 2020 Buyer was in default of the Contract, per
Section 9 thereof, by failing to perform within the closing date as specified. As such, under same Section
9 of the Contract, Seller may retain the Buyer’s Earnest Money deposit as liquidated damages and
terminate the Contract.
Pursuant to the letter titled FORMAL NOTICE OF DEFAULT sent to you and Buyer on January
22, 2021, and a follow up email sent to you and Buyer on January 28, 2021. the Seller exercised its right
to terminate the Contract and retain the deposit as liquidated damages, effective as of 12:01 p.m. (EST)
on Friday, January 29, 2021. | instructed the release of the Earnest Money as of that time, yet you have
failed to release the funds as instructed.
We would like to point out that the Seller has continuously and graciously pursued attempts to
allow Buyer time and reasonable options to cure its default, including requests that did not even require
the release of the deposit funds, but unfortunately at this point we do not feel that the Buyer reciprocated
those efforts. Going forward, the Seller is willing to consider reasonable requests to reinstate the Contract,
but that will require adequate communication from Rob as the Buyer, of which the lack thereof has
regrettably led us to the outcome today.
13173-5 01312142,D00X;1 2/4/2021
1819 Main See © Sut 610 « Sarasota, FL 34296 + Phone 919544691 « Fax 84% 9542128 © waa tisto.com
Business and Tax ¢ Estate Planning, Estate Admiaistration snc Asset Praservation + Real slate and Banking * Trial Practice and Dispute Resolution
Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX
Therefore, we must make this formal demand to immediately release the $500,000.00 Earnest
Money deposit directly to Seller using the enclosed wire instructions, or we will pursue immediate
appropriate action, and my client will seek any and all remedies available at law or in equity.
Should you have any questions regarding the foregoing, do not hesitate to contact me immediately.
Please govern yourself accordingly.
NorTON, HAMMERSLEY, LOPEZ & SKOKOS, P.A.
Alexandya S. Glauser, Esq.
Enclosed: Seller's Wire Instructions
13173-5 01312142. DOCK1 2/4/2021
Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX
4 SeacoastBank
incoming Domestic and International Wire Instructions
a |
Foie Y SeacoastBank.com Box 9012 T 806-706 9951
F 34995-9012
Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX
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Ship to: Ship from:
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Freund & Brackey LLP Norton, Hammersley, Lopez.
& Skokos
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Second Floor Suite 610
BEVERLY HILLS, CA Sarasota, FL
90210 34236
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Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX
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Filing # 123614644 E-Filed 03/23/2021 03:20:30 PM IN THE CIRCUIT COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT IN AND FOR BREVARD COUNTY, FLORIDA EMERALD INVESTMENT HOLDINGS, LLC, Plaintiff, Vv. Case No.: 81 GROUP, LLC and J. FREUND PC d/b/a FREUND LEGAL; Defendants. / COMPLAINT Plaintiff, EMERALD INVESTMENT HOLDINGS, LLC, hereby sues 81 GROUP, LLC as well as J. FREUND PC d/b/a FREUND LEGAL (collectively, “Defendants”) and alleges as follows: JURISDICTION AND VENUE 1 This is an action for declaratory relief as well as damages in excess of Thirty Thousand Dollars, exclusive of interest, costs, and attorneys’ fees. 2. Plaintiff EMERALD INVESTMENT HOLDINGS, LLC is currently the owner of a parcel of real property situated in Brevard County, Florida, containing approximately 1,550 acres and more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (the “Subject Property”). 3 Defendant 81 GROUP, LLC (“BUYER”) is a Charleston, South Carolina-based real estate acquisition and development company operating nationally with real estate assets in the United States and Europe. 4 Defendant J. FREUND PC d/b/a FREUND LEGAL (“ESCROW AGENT”) is a Beverly Hills law firm and the holder of escrow funds pursuant and attendant to a certain Filing 123614644 VS 05-2021-CA-021540-XXXX-XX agreement for the purchase and sale of real estate. 5 Plaintiff and Buyer executed an AGREEMENT FOR SALE OF REAL ESTATE with an effective date of August 19, 2019 which named ESCROW AGENT to be the agent holding earnest money funds pursuant to the Contract. A true and correct copy of that Contract shall be filed under seal given the ongoing nature of the marketing of the Subject Property and the risk of loss to Plaintiff which would result by disclosure of certain confidential terms and conditions in the subject Contract. 6. This Contract provides in Paragraph 34 that “[e]xclusive venue for all proceedings in connection with this Agreement shall be Brevard County, Florida, and all aspects of this Agreement shall be governed by the laws of the State of Florida, excluding choice of law provisions that would result in application of the law of a State other than Florida.” See the Contract. 7. Venue is proper before this Court and this Court has jurisdiction pursuant to Florida Statutes § 26.012. GENERAL ALLEGATIONS 8 Pursuant to Paragraph 3 the Contract of August 19, 2019, BUYER was to purchase the Subject Property and was to deposit with ESCROW AGENT a total sum of Five Hundred Thousand Dollars via two equal payments of Two-Hundred Fifty Thousand Dollars to be paid to Plaintiff and applied for BUYER’S benefit against the purchase price at closing. 9. Further, pursuant to Paragraph 24 of the Contract, each of “[Plaintiff] Seller, Buyer and Escrow Agent intend to be bound by the signatures on the telecopied or PDF document” and Jonathan Freund executed the Contract on behalf of J. FREUND PC (d/b/a FREUND LEGAL). 10. The Plaintiff and BUYER thereafter executed a number of amendments to the Filing 123614644 VS 05-2021-CA-021540-XXXX-XX Contract dated October 18, 2019 extending the inspection period and closing dates of the original Contract, changing the purchase price and terms, as well as the legal description of the property. The Amendments—First Amendment through Thirteenth Amendment—will be filed with the Court under seal given the extremely sensitive and confidential nature of the terms and conditions of the Contract while the marketing and attempts to sell the Subject Property are underway. 11. However, Buyer, without cause or legal justification, failed to close on the Contract by the final amended Closing Date and therefore defaulted under the terms of the Contract (as amended) as of 12:01 P.M. Eastern Time on March 13th, 2020!. As a defaulting Buyer under the terms of the Contract, pursuant to Section 9 thereof, Plaintiff was entitled at that time retain the BUYER’S Earnest Money deposit as liquidated damages and to terminate the Contract. See the Contract. 12. The ESCROW AGENT confirmed receipt of the proper escrow funds. 13. All other conditions precedent to the institution of this action have been performed or been waived. COUNT I- DECLARATORY JUDGMENT 14. The Plaintiff realleges and reavers the allegations of paragraphs 1 through 13 as though fully set forth herein. 15. There is a bona fide, actual, present, and practical need for a declaratory judgment as to the legal rights and responsibilities of the parties to this action. 16. All factual circumstances required for issuing declaratory judgment hereon are currently ascertained or ascertainable. 17. A present legal controversy exists as to the factual circumstances of this case, as ' BUYER also failed to execute amendments which were offered and which would have extended the closing date. Filing 123614644 VS 05-2021-CA-021540-XXXX-XX illustrated by demand letter from the Plaintiff to the ESCROW AGENT regarding the earnest money held related to the Contract for the Subject Property. 18. Dependent upon the issuance of declaratory relief by this Court are rights as to disbursement of the earnest money. 19. Plaintiff and BUYER have an actual, present, adverse and antagonistic interest in the Contract and entitlement to the earnest money held by the ESCROW AGENT in this matter. 20. By instituting this action, all adverse parties to the interests compromising the subject matter of this action will be before this Court. 21. The Plaintiff seeks not legal advice nor satisfaction of curiosity from this Court in its plea for Declaratory Judgment. 22. Pursuant to the terms of the Contract (as amended), the ESCROW AGENT has the following obligations with respect to disbursement of the earnest money: If at any time and from time to time Escrow Agent determines that all or any portion of the Earnest Money should be disbursed to either Seller or Buyer hereunder, Escrow Agent shall have the right to disburse same upon ten (10) days’ written notice to both Buyer and Seller of the proposed disbursement; provided, however, that Escrow Agent shall not be permitted to make the proposed disbursement if Escrow Agent receives any written objection to such disbursement from either Buyer or Seller within ten (10) days after Escrow Agent’s notice is received by Buyer and Seller. See the Contract. 23. Demand was made upon ESCROW AGENT by correspondence dated February 4, 2021. A true and correct copy of the Demand Letter is attached hereto as Exhibit “B.” 24. Once demand is made upon the ESCROW AGENT, the requirements under the Contract are as follows: In the event of a dispute between Buyer and Seller sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its possession under this Agreement, together with such legal pleadings 4 Filing 123614644 VS 05-2021-CA-021540-XXXX-XX as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement, except for any liabilities arising as a result of the Escrow Agent’s negligence, willful misconduct or breach of trust. See Exhibit “A.” 25. Plaintiff is unaware of and has not been provided a copy of any objection by the BUYER to Plaintiffs demand for disbursal of the earnest funds, nor any claim that BUYER is not in default under the terms of the Contract (as amended). 26. Plaintiff is entitled to an award of its reasonable attorneys’ fees in any action brought in connection with or arising out of the parties’ Contract (as amended). WHEREFORE, Plaintiff demands declaratory judgment against Defendants as follows: (a) Declaring that BUYER is and has been in default under the terms of the Contract (as amended) by failing, without cause, to close on the purchase of the Subject Property on or before March 13, 2020; (b) That the ESCROW AGENT has an obligation to either disburse to Plaintiff directly or to tender into the registry of this Court those earnest funds deposited therewith under the terms of the Contract (as amended); (c) That BUYER has no claim or entitlement to any of the earnest monies; and (d) Awarding against BUYER and in favor of Plaintiff its reasonable attorneys’ fees and expenses incurred in connection herewith, pre- and post-judgment interest, taxable costs incurred in bringing this action and any such other relief as this Court may deem just and proper. COUNT Il - BREACH OF CONTRACT 27. The Plaintiff realleges and reavers the allegations of paragraphs 1 through 13 as though fully set forth herein. 28. By failing or refusing, without cause, to close on the purchase of the Subject 5 Filing 123614644 VS 05-2021-CA-021540-XXXX-XX Property on or before March 13, 2020, BUYER is and has been in breach of the parties’ Contract (as amended). 29. Pursuant to the terms of the parties’ Contract (as amended), Plaintiff is entitled to, as liquidated damages, to be paid the earnest funds tendered by BUYER to the ESCROW AGENT. 30. BUYER has failed or refused to tender consent to the ESCROW AGENT to release such escrowed earnest monies despite clear entitlement by Plaintiff to those monies. 31. As a direct and proximate cause of this refusal, Plaintiff is incurring attorneys’ fees and expenses in connection herewith. 32. Plaintiff has performed under the parties’ Contract (as amended) and has not excused BUYER’S failure or refusal to perform or ESCROW AGENT’S refusal to tender to Plaintiff the earnest monies held in escrow. 33. Plaintiff is entitled to an award of its reasonable attorneys’ fees in any action brought in connection with or arising out of the parties’ Contract (as amended). WHEREFORE, Plaintiff demands judgment against BUYER awarding Plaintiff its liquidated damages, pre- and post-judgment interest, attorneys’ fees and taxable costs incurred in bringing this action and any such other relief as this Court may deem just and proper. NORTON, HAMMERSLEY, LOPEZ & SKOKOS, P.A. /s/ Joseph M. Herbert, Esq. Joseph M. Herbert, Esq. Florida Bar No. 084260 jherbert@nhlslaw.com 1819 Main St #610 Sarasota, FL 34236 941-954-4691 (Telephone) 941-400-7164 (Direct) Attorney for Plaintiff, EMERALD INVESTMENT HOLDINGS, LLC Filing 123614644 VS 05-2021-CA-021540-XXXX-XX EXHIBIT “A” LEGAL DESCRIPTION OF THE PROPERTY PARCEL A: The West 1/2 of Section I, the East 1/2 of Section 2 lying Easterly of said Interstate 95, the North 1/2 of Section 11 lying Easterly of said Interstate 95, and the Northwest 1/4 of Section 12, LESS and except that portion of a strip of land constituting the main canal of the San Sebastian Drainage District lying in Sections 11 and 12; ALSO LESS and except Borrow Pit No. 5 and Haul Route from Borrow Pit No. 5 being more particularly described as follows: Borrow Pit No. 5: A parcel of land in the Northwest 1/4 of Section 12 and Northeast 1/4 of Section 11, Township 30 South, Range 37 East, more particularly described as follows: Commence on the North boundary of Section 11, Township 30 South, Range 37 East at a point 1394.41 feet West from the Northeast corner thereof; run South 13°05'20" East 1550.05 feet; thence South 89°43'50" East 628.67 feet to the Point of Beginning; continue South 89°43'50" East 800 feet; thence North 00°16'10" East 800 feet; thence North 89°43'50" West 800 feet; thence South 00°16'10" West 800 feet to the Point of Beginning, AND Haul Route from Borrow Pit No. 5: That part of the Northeast 1/4 of Section 11, Township 30 South, Range 37 East lying Easterly of the right of way for Interstate Highway No. 95 and Northerly and within 50 feet of a line described as follows; begin at the Southwest comer of Borrow Pit No. 5 as described above and run North 89°42'50" West 628.67 feet to the survey line of Interstate Highway No. 95 and the end of said line as herein described. LESS property conveyed to City of Palm Bay as contained in Deeds recorded in O.R. Book 7533, Page_202 and O.R. Book 7533, Page 103, of the Public Records of Brevard County, Florida. AND LESS property conveyed to Brevard County, Florida, a political subdivision of the State of Florida recorded in O.R. Book 8226, Page 1144, of the Public Records of Brevard County, Florida. All lying and being in Township 30 South, Range 37 East, Brevard County, Florida. PARCEL B: All of Section 2 lying Westerly of said Interstate 95, LESS the West 1/2 of the Southwest 1/4 of the Southwest 1/4, Township 30 South, Range 37 East, Brevard County, Florida; The Northeast 1/4 of Section 3, EXCEPT the West 1/2 of the East 1/2 of the Northwest 1/4 of the Northeast 1/4, Township 30 South, Range 37 East, Brevard County, Florida; 13173-5 01223089.DOC;1 12872019 Filing 123614644 Exhibit "A" 05-2021-CA-021540-XXXX-XX The Northeast 1/4 of the Southeast 1/4, of Section 3, Township 30 South, Range 37 East, Brevard County, Florida; The Northeast 1/4 of Section 10 and the North 1/2 of Section 11 lying Westerly of said Interstate 95, LESS that portion of a strip of land constituting the main canal of the San Sebastian Drainage District traversing the North 1/2 of Section 11 and the Northeast 1/4 of Section 10 that lies within this legal, Township 30 South, Range 37 East, Brevard County, Florida. LESS property conveyed to City of Palm Bay as contained in Deed recorded in O.R. Book 7533. Page 171 and O.R. Book 7532, Page 2932, of the Public Records of Brevard County, Florida. AND LESS property conveyed to Brevard County, Florida, a political subdivision of the State of Florida recorded in O.R. Book 8221, Page 641, of the Public Records of Brevard County, Florida. PARCELC: The North 1/2 of the Northwest 1/4 of the Southeast 1/4 of Section 3, Township 30 South, Range 37, East, Brevard County, Florida. 13173-5 01223089.DOC;1 12872019 Filing 123614644 Exhibit "A" 05-2021-CA-021540-XXXX-XX Norton Hammersley Alexandra S. Glauser, Esq. (941) 954-4891 office Norton, Hammersiey, Lopez & Skokos, PA. (941) 329-1142 direct aglauser@nhistaw.com fea Estate va sion ebruary 4, VIA FEDEX & EMAIL Freund & Brackey LLP c/o Jonathan Freund 427 North Camden Drive, Second Floor Beverly Hills, CA 90210 CON Re: FORMAL DEMAND FOR RELEASE OF EARNEST MONEY AGREEMENT FOR SALE OF REAL ESTATE with an effective date of August 19, 2019 (together with any other amendments or addendums being herein collectively referred to as the "Contract"), by and between 81 GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Buyer”) and EMERALD INVESTMENT HOLDINGS, LLC, A FLORIDA LIMITED LIABILITY COMPANY (“Seller”) Jonathan, On behalf of the Seller. this letter is a formal demand for Freund & Brackey LLP (“Escrow Agent”), who is in possession of $500,000.00 (“Earnest Money”) pursuant to the Contract, to immediately release the Earnest Money directly to Seller using the enclosed wire instructions. As of 12:01 p.m. (Eastern Time) on March 13th, 2020 Buyer was in default of the Contract, per Section 9 thereof, by failing to perform within the closing date as specified. As such, under same Section 9 of the Contract, Seller may retain the Buyer’s Earnest Money deposit as liquidated damages and terminate the Contract. Pursuant to the letter titled FORMAL NOTICE OF DEFAULT sent to you and Buyer on January 22, 2021, and a follow up email sent to you and Buyer on January 28, 2021. the Seller exercised its right to terminate the Contract and retain the deposit as liquidated damages, effective as of 12:01 p.m. (EST) on Friday, January 29, 2021. | instructed the release of the Earnest Money as of that time, yet you have failed to release the funds as instructed. We would like to point out that the Seller has continuously and graciously pursued attempts to allow Buyer time and reasonable options to cure its default, including requests that did not even require the release of the deposit funds, but unfortunately at this point we do not feel that the Buyer reciprocated those efforts. Going forward, the Seller is willing to consider reasonable requests to reinstate the Contract, but that will require adequate communication from Rob as the Buyer, of which the lack thereof has regrettably led us to the outcome today. 13173-5 01312142,D00X;1 2/4/2021 1819 Main See © Sut 610 « Sarasota, FL 34296 + Phone 919544691 « Fax 84% 9542128 © waa tisto.com Business and Tax ¢ Estate Planning, Estate Admiaistration snc Asset Praservation + Real slate and Banking * Trial Practice and Dispute Resolution Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX Therefore, we must make this formal demand to immediately release the $500,000.00 Earnest Money deposit directly to Seller using the enclosed wire instructions, or we will pursue immediate appropriate action, and my client will seek any and all remedies available at law or in equity. Should you have any questions regarding the foregoing, do not hesitate to contact me immediately. Please govern yourself accordingly. NorTON, HAMMERSLEY, LOPEZ & SKOKOS, P.A. Alexandya S. Glauser, Esq. Enclosed: Seller's Wire Instructions 13173-5 01312142. DOCK1 2/4/2021 Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX 4 SeacoastBank incoming Domestic and International Wire Instructions a | Foie Y SeacoastBank.com Box 9012 T 806-706 9951 F 34995-9012 Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX Firefox hittps://www.fedex.com/shipping/him//en/Print!Frame.him! fe oe Shipment Receipt Address Information Ship to: Ship from: ‘o Jonathan Freund Karina Diaz Freund & Brackey LLP Norton, Hammersley, Lopez. & Skokos 427 North Camden Drive 1819 Main Street Second Floor Suite 610 BEVERLY HILLS, CA Sarasota, FL 90210 34236 US US 9413653122 9419544691 Shipment Information: Tracking no.: 772818862517 Ship date: 02/04/2021 Estimated shipping charges: 46.69 USD Package Information Pricing option: FedEx Standard Rate Service type: Priority Overnight Package type: FedEx Envelope Number of packages: 1 Total weight: 0.25 LBS Declared Value: 0.00 USD Special Services: Pickup/Drop-off: Drop off package at FedEx location Billing Information: Bill transportation to: Your reference: 13173-5 P.O. no.: Invoice no.; Department no.: Thank you for shipping online with FedEx ShipManager at fedex.com. Please Note Fedexwil not be respons'tie for anyclaim in excess of $109 ner package, whether the resuitafloss, damage, delay nés-daliviry misdelaery oF misinforr ates, unless wt declare a highe value, payan xdditonal charge. document your actual ‘95s and file a tmelyciaim, Limitations fours nthe current FecEx Service Guide apply. Your right ie vecawir tom FedEx forany .inctading istrinsic vakue of te packane, toss CF gales, income interest, profit, atameys fees, coa’s, and other forms af dumage whelner direct, incidersal, consequential, or special is Hed to the greater of $100 or he authorized dectared value. Recowsry cannot exceed actual cooumented loss, Moenfor Hers of extranrdinary value Is $1000, e.g. jaweiry precious metas, nego! i¢ instruments and other items listed in our Senice Guide. Vitter claims must be fied within Strict tine fim ss, Consult the appiicabie Fad€x Service Guide for details Ths est shige eharge maybe different than the ectuai charges for your shisment. Difersnces may occur based on actual waight, dimansians, and otner factors, Censutt he apelicable Guide or the Fedtx Rate Sheets for detais on how shipving charges are calculated, Filing 123614644 VS Exhibit "B” 05-2021-CA-021540-XXXX-XX 2of2 2/4/2021, 9:38 AM