Preview
INDEX NO. 650159/2010
FILED: NEW YORK COUNTY CLERK 03/24/2011
NYSCEF DOC. NO. 37 RECEIVED NYSCEF 03/24/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
eee anna enennne: sirbaanweneeunacaremeres
HARVEY RUDMAN and HAROLD KUPLESKY,
on behalf of Each of Them Individually And
Derivatively,
Plaintiffs,
-against- ANSWER OF CAROL
GRAM DEANE
CAROL GRAM DEANE, ESTATE OF DISQUE D.
DEANE BY CAROL G. DEANE AS TEMPORARY
EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS
LLC, STARRETT CITY PRESERVATION LLC,
DD SPRING CREEK LLC, SK SPRING CREEK Index No. 650159/10
LLC, SPRING CREEK PLAZA LLC, DD
SHOPPING CENTER LLC and SK SHOPPING
CENTER LLC,
Defendants.
Reiterates sees cs veirweicntnes este bein teens te entree et eveten een
Defendant Carol Gram Deane, by her attorneys, Newman & Greenberg, as and for
her Answer to Plaintiffs' Second Amended Complaint ("the Complaint"), states as
follows:
1. Denies the allegation in Paragraph | of the Complaint, except admits that
Starrett City is a regulated housing facility located in Brooklyn, New York; is one of the
largest and most successful federally-funded housing complexes in the nation; and she
was married to Disque D. Deane prior to his death.
2. Denies the allegation in Paragraph 2 of the Complaint, except admits that
Rudman and Kuplesky assisted in the management of Starrett City.
3. Denies the allegation in Paragraph 3 of the Complaint.
4. Denies the allegation in Paragraph 4 of the Complaint.
5. Denies the allegation in Paragraph 5 of the Complaint, except admits that a
limited liability company called Starrett City Preservation LLC ("Preservation") was
formed and plaintiffs, among others, acquired membership interests in Preservation.
6. Denies the allegation in Paragraph 6 of the Complaint, except admits that on
December 17, 2009, a $531.4 million refinancing of Starrett City was completed.
7. Denies the allegation in Paragraph 7 of the Complaint.
8. Admits the allegation in Paragraph 8 of the Complaint.
9. Admits the allegation in Paragraph 9 of the Complaint.
10. Admits the allegation in Paragraph 10 of the Complaint.
11. Denies the allegation in Paragraph 11 of the Complaint, except admits that St.
Gervais has the largest limited partner interest in SCA.
12. Denies the allegation in Paragraph 12 of the Complaint.
13. Denies having knowledge or information sufficient to admit or deny the
allegation in Paragraph 13 of the Complaint.
14. Denies having knowledge or information sufficient to admit or deny the
allegation in Paragraph 14 of the Complaint.
15. Denies the allegation in Paragraph 15 of the Complaint, except admits that she
resides at 14 Walnut Street, Boston, Massachusetts; was the wife of Disque D. Deane
prior to his death; is a co-chairperson of the MGP, the managing member of Preservation;
the manager of SKI, and the operating manager and member of St. Gervais; a director and
officer of SCI; and the chairwoman of the Starrett Management Committee of SCI.
16. Denies having knowledge or information sufficient to admit or deny the
allegation in Paragraph 16 of the Complaint, except admits that Disque D. Deane resided
with her at the same address in Boston, Massachusetts, Disque D. Deane was her
husband, he was the managing general partner of SCA, and the Deane family owns
directly or indirectly approximately two-thirds of the membership interests in
Preservation.
17. Admits the allegation in Paragraph 17 of the Complaint.
18. Denies the allegation in Paragraph 18 of the Complaint, except admits that St.
Gervais is a Delaware limited liability company, The Prentice-Hall Corporation System,
Inc. is St. Gervais's agent for service of process, and St. Gervais is the largest member of
Preservation, the sole member of SKI and the largest limited partner of SCA.
19. Admits the allegation in Paragraph 19 of the Complaint.
20. Admits the allegation in Paragraph 20 of the Complaint, except denies that
Carol Deane is the Vice President of DD/SCA.
21. Admits the allegation in Paragraph 21 of the Complaint.
22. Denies the allegation in Paragraph 22 of the Complaint, except admits that
Spring Creek is a Delaware limited liability company formed in or about November 2009
with its principal place of business in New York, New York, that in December 2009 SCA
transferred certain parcels of land referred to to Spring Creek, that DD Shopping Center
LLC is the Managing Member of Spring Creek and that she initially was the Vice-
President and is now the President of Spring Creek and denies knowledge or information
as to what "as discussed below" refers to.
23. Admits the allegation in Paragraph 23 of the Complaint, except denies having
knowledge or information as to what "discussed further below" refers to.
24. Admits the allegation in Paragraph 24 of the Complaint, except denies having
knowledge or information as to what "discussed further below" refers to and denies the
assertions in the last sentence of Paragraph 24.
25. Personal jurisdiction is not contested.
26. Venue is not contested.
27. Admits the allegation in Paragraph 27 of the Complaint.
28. Denies having knowledge or information sufficient to admit or deny the truth
of the allegation in Paragraph 28 of the Complaint, except admits that plaintiff Rudman
held himself out as a Certified Public Accountant.
29. Denies the allegation in Paragraph 29 of the Complaint, except admits that
Rudman assisted the MGP of Starrett City.
30. Denies having knowledge or information sufficient to admit or deny the truth
of the allegation in Paragraph 30 of the Complaint, except denies that Disque D. Deane
recruited Kuplesky in 1999 and admits that Kuplesky assisted with the Phipps Plaza West
complex and Starrett City.
31. Denies the allegation in Paragraph 31 of the Complaint, except admits that
Kuplesky had an ownership interest in Cork Management LLC.
32. Denies the allegation in Paragraph 32 of the Complaint, except admits that
Rudman and Kuplesky were identified in draft sales contracts.
33. Declines to answer the allegation in Paragraph 33 of the Complaint, and is not
obliged to do so, because the allegation is irrelevant and gratuitous.
34. Denies the allegation in Paragraph 34 of the Complaint.
35. Denies having knowledge or information sufficient to admit or deny the
allegation in Paragraph 35 of the Complaint.
36. Denies the allegation in Paragraph 36 of the Complaint.
37. Denies the allegation in Paragraph 37 of the Complaint.
38. Denies the allegation in Paragraph 38 of the Complaint.
39. Denies the allegation in Paragraph 39 of the Complaint.
40. Denies the allegation in Paragraph 40 of the Complaint, except admits that
some written statements to the limited partners were made by Disque D. Deane.
41. Denies the allegation in Paragraph 41 of the Complaint.
42. Denies the allegation in Paragraph 42 of the Complaint, except admits the
Sixteenth Amendment was executed in or about 2003 and refers the Court to that
Amendment.
43. Denies the allegation in Paragraph 43 of the Complaint, and refers the Court to
the Sixteenth Amendment.
44. Denies the allegation in Paragraph 44 of the Complaint, except admits that in
2004 Disque D. Deane suffered a stroke but remained active in the business, and Curt
Deane, Mary Clarke and Carol Gram Deane have been involved in the operation of
Starrett City, Mary Clarke and Curt Deane are also directors and officers of SCI and both
are managers of St. Gervais, and Carol Deane has worked out of Disque Deane’s office.
45. Denies the allegation in paragraph 45 of the Complaint.
46. Denies the allegation in Paragraph 46 of the Complaint, except admits that a
copy of the Preservation Agreement is attached as Exhibit 1 to the Complaint and refers
the Court thereto.
47. Admits the allegation in Paragraph 47 of the Complaint, except denies that she
controls any interest in the “Board” of Preservation.
48. Denies the allegation in Paragraph 48 of the Complaint, and refers the Court to
the Preservation Agreement and related writings and to the Assignments.
49. Denies the allegation in Paragraph 49 of the Complaint, except admits that the
partial quotation from the Agreement is accurate as far as it goes.
50. Denies the allegation in Paragraph 50 of the Complaint, except admits that the
Omnibus Assignments executed by the MGP and SKI are attached to the Complaint as
Exhibits 2 and 3, respectively, and the partial quotations from the Agreement are accurate
as far as they go.
51. Denies the allegation in Paragraph 51 of the Complaint, except admits that the
Complaint's partial quotations from the Agreement are accurate as far as they go.
52. Admits the allegation in Paragraph 52 of the Complaint.
53. Admits the allegation in Paragraph 53 of the Complaint.
54. Denies the allegation in Paragraph 54 of the Complaint, except admits that the
partial quotations from the Agreement are accurate as far as they go.
55. Admits the allegation in Paragraph 55 of the Complaint.
56. Denies the allegation in Paragraph 56 of the Complaint.
57. Denies the allegation in Paragraph 57 of the Complaint, except admits that
Disque D. Deane executed certain letters to SCA/SCI’s auditors and refers the Court to
them, that the words in the incomplete quotation appear in the financial statements
referred to and that Iris Sutz, SCA‘s controller and a member of St. Gervais, assisted with
the preparation of the financial statements since 2006.
58. Denies having knowledge or information sufficient to admit or deny the truth
of the allegation in Paragraph 58 of the Complaint, except admits that the SCA/SCI
Consolidated Financial Statements were annually received by all directors of SCI and
distributed to all limited and general partners of SCA.
59. Denies the allegation in Paragraph 59 of the Complaint.
60. Denies the allegation in Paragraph 60 of the Complaint.
61. Admits the allegation in Paragraph 61 of the Complaint, except denies that
solicitations were distributed to “hundreds of prospective purchasers” and denies
knowledge or information sufficient to admit or deny the assertion that plaintiffs assisted
and participated in “substantially all aspects” of the sale efforts.
62. Denies the allegation in Paragraph 62 of the Complaint, except admits that
plaintiffs assisted in "the sale process."
63. Denies knowledge or information sufficient to admit or deny the truth of the
allegation in Paragraph 63 of the Complaint, except admits that in or about February 2007
the MGP accepted an offer at a sale price of $1.3 billion, which was subsequently
abandoned because certain regulatory approvals could not be obtained for the purchaser.
64. Denies the allegation in Paragraph 64 of the Complaint.
65. Denies the allegation in Paragraph 65 of the Complaint, except admits that a
Memorandum of Understanding ("MOU") with respect to a sale of Starrett City was
executed in May 2008.
66. Denies the allegation in Paragraph 66 of the Complaint, except admits that
plaintiffs assisted in another a sale effort after the MOU was signed.
67. Denies the allegation in Paragraph 67 of the Complaint, except admits that the
offers received during the second sale effort were considerably lower than before.
68. Denies the allegation in Paragraph 68 of the Complaint, except admits that, "to
establish a framework for SCA to complete a preservation sale of Starrett City," the MOU
was extended in or about October 2008 (emphasis added).
69. Denies the allegation in Paragraph 69 of the Complaint, except admits that a
second round of offers from several prospective purchasers of Starrett City was received,
an $810 million offer was accepted, and that plaintiffs were identified in draft sale
agreements.
70. Denies the allegation in paragraph 70 of the Complaint, except admits that the
New York Times reported that SCA told public officials that "they were exploring their
options, including a possible refinancing of the complex."
71. Denies the allegation in Paragraph 71 of the Complaint, except admits that in
April 2009 Wachovia Bank was paid $150,000 in connection with a refinancing effort for
Starrett City.
72. Admits the allegation in Paragraph 72 of the Complaint, except denies that the
plan referred to was "concrete" in early April 2009.
73. Admits the allegation in Paragraph 73 of the Complaint.
74. Admits the allegation in Paragraph 74 of the Complaint that on July 30, 2009,
the MGP circulated a cover letter and a Consent Solicitation dated July 29, 2009, and
refers to those documents for the terms and conditions of that Consent Solicitation.
75. Admits the allegation in Paragraph 75 of the Complaint.
76. Denies knowledge or information sufficient to admit or deny the truth of the
allegation in Paragraph 76 of the Complaint.
77. Admits the allegation in Paragraph 77 of the Complaint.
78. Admits the allegation in Paragraph 78 of the Complaint, except denies the use
of the word “similarly.”
79. Admits the allegation in Paragraph 79 that on December 17, 2009, the
refinancing of Starrett City closed, and refers the Court to the closing documents for the
terms and conditions of that refinancing.
80. Denies the allegation in Paragraph 80 of the Complaint.
81. Admits the allegation in Paragraph 81 of the Complaint, except denies that a
$250,000 reserve for the shopping center exists.
82. Denies the allegation in Paragraph 82 of the Complaint, except admits that on
or about December 23, 2009, SCA returned the partners! original net equity contribution
aggregating approximately $119 million.
83. Denies the allegation in Paragraph 83 of the Complaint and refers the Court to
the legal documents involved.
84. Denies the allegation in Paragraph 84 of the Complaint and refers the Court to
the legal documents involved, except admits that the total interest of the MGP and SKI in
SCA increased to 19.9%.
85. Denies the allegation in Paragraph 85 of the Complaint.
86. Denies the allegation in Paragraph 86 of the Complaint.
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87. Denies the allegation in Paragraph 87 of the Complaint.
88. Denies the allegation in Paragraph 88 of the Complaint.
89. Denies the allegation in Paragraph 89 of the Complaint.
90. Denies the allegation in Paragraph 90 of the Complaint.
91. Denies the allegation in Paragraph 91 of the Complaint, except admits that
Preservation distributed approximately $3.7 million to plaintiffs, who purported to accept
that distribution with a reservation of rights.
92. Denies the allegation in Paragraph 92 of the Complaint.
93. Denies the allegation in Paragraph 93 of the Complaint, except admits that
Kuplesky ceased employment by Deane-related entities no later than December 15, 2008,
and ceased being a member of Cork and a member of the Board of Preservation no later
than December 15, 2008, and admits that Rudman ceased employment by Deane-related
entities no later than April 29, 2009.
94. Admits the allegation in Paragraph 94 of the Complaint, except asserts that the
share ratios of plaintiffs have been reduced to zero in accordance with the Preservation
Agreement.
95. Denies the allegation in Paragraph 95 of the Complaint.
96. Admits the allegation in Paragraph 96 of the Complaint.
97. Denies the allegation in Paragraph 97 of the Complaint.
98. Admits the allegation in Paragraph 98 of the Complaint.
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99. Admits the allegation in Paragraph 99 of the Complaint.
100. Admits the allegation in Paragraph 100 of the Complaint.
101. Denies the allegation in Paragraph 101 of the Complaint, except admits that
Footnote | is quoted accurately.
102. Denies the allegation in Paragraph 102 of the Complaint.
103. Admits the allegation in paragraph 103 of the Complaint.
104. Denies the allegation in paragraph 104 of the Complaint, except admits that
Exhibit 5 to the Solicitation is attached as Exhibit 4 to the Complaint.
105 . Denies the allegation in Paragraph 105 of the Complaint.
106 . Denies the allegation in Paragraph 106 of the Complaint.
107 . Admits the allegation in paragraph 107 of the Complaint.
108 . Denies the allegation in Paragraph 108 of the Complaint.
109 . Denies the allegation in Paragraph 109 of the Complaint, except admits that a
non-Deane family employee was hired in December 2008, replaced Rudman as President
of SCI in April 2009 and was also appointed as President of Spring Creek upon its
creation.
110. Denies the allegation in Paragraph 110 of the Complaint.
111. Denies the allegation in Paragraph 111 of the Complaint.
ANSWERING THE FIRST CLAIM FOR RELIEF
112. Answering Paragraph 112 of the Complaint, repeats and realleges her
12
responses to Paragraphs | through 111 of the Complaint as though fully set forth herein.
113. Denies the allegation in Paragraph 113 of the Complaint because it states a
legal conclusion and therefore does not require a response.
114. Denies the allegation in Paragraph 114 of the Complaint because it states a
legal conclusion and therefore does not require a response.
115. Denies the allegation in Paragraph 115 of the Complaint.
116. Denies the allegation in Paragraph 116 of the Complaint.
117. Denies the allegation in Paragraph 117 of the Complaint.
118 . Denies the allegation in Paragraph 118 of the Complaint.
ANSWERING THE SECOND THROUGH FOURTH CLAIMS FOR RELIEF
119-139. Makes no response to the allegations in Paragraphs 119-139 of the
Complaint because she is not a named party under the Second through Fourth Claims for
Relief.
ANSWERING THE FIFTH CLAIM FOR RELIEF
140. Answering Paragraph 140 of the Complaint, repeats and realleges her
responses to Paragraphs | through 139 of the Complaint as though fully set forth herein.
141. Denies the allegation in Paragraph 141 of the Complaint because it states a
legal conclusion and therefore does not require a response.
142. Denies the allegation in Paragraph 142 of the Complaint.
143. Denies the allegation in Paragraph 143 of the Complaint because it states a
13
legal conclusion and therefore does not require a response.
144. Denies the allegation in Paragraph 144 of the Complaint.
145. Denies the allegation in Paragraph 145 of the Complaint.
146. Denies the allegation in Paragraph 146 of the Complaint.
ANSWERING THE SIXTH CLAIM FOR RELIEF
147, Answering Paragraph 147 of the Complaint, repeats and realleges her
responses to Paragraphs | through 146 of the Complaint as though fully set forth herein
148. Denies the allegation in paragraph 148 of the Complaint.
149. Denies the allegation in paragraph 149 of the Complaint because it states a
legal conclusion and therefore does not require a response.
150. Denies the allegation in Paragraph 150 of the Complaint.
151. Denies the allegation in Paragraph 151 of the Complaint.
152. Denies the allegation in Paragraph 152 of the Complaint.
153. Denies the allegation in Paragraph 153 of the Complaint.
ANSWERING THE SEVENTH CLAIM FOR RELIEF
154-157. Makes no response to the allegations Paragraphs 154-157 of the
Complaint because she is not a named party under the Seventh Claim for Relief.
ANSWERING THE EIGHTH CLAIM FOR RELIEF
158. Answering Paragraph 158 of the Complaint, repeats and realleges her
responses to Paragraphs | through 157 of the Complaint as though fully set forth herein.
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159. Admits the allegations in paragraph 159 of the Complaint.
160. Denies the allegation in Paragraph 160 of the Complaint.
161. Denies the allegation in Paragraph 161 of the Complaint.
162. Denies the allegation in Paragraph 162 of the Complaint.
ANSWERING THE NINTH CLAIM FOR RELIEF
163. Answering Paragraph 163 of the Complaint, repeats and realleges her
responses to Paragraphs | through 162 of the Complaint as though fully set forth herein.
164. Denies the allegation in Paragraph 164 of the Complaint, except admits that
the interests of the MGP and SKI in SCA are continuing, and that assignments to
Preservation were made, as reflected in the Omnibus Assignments.
165. Denies the allegation in Paragraph 165 of the Complaint.
166. Admits that Section 3.3 of the Preservation Agreement is accurately, but only
partially, quoted in Paragraph 166 of the Complaint, and refers to the Preservation
Agreement for the full text of that Section.
167. Denies the allegation in Paragraph 167 of the Complaint.
168. Denies the allegation in Paragraph 168 of the Complaint.
169. Admits that the allegations in Paragraph 169 of the Complaint appear
to
reflect plaintiffs' claim, but denies that the claim has any validity.
170. Denies the allegation in Paragraph 170 of the Complaint, but admits that
there is a dispute between the parties.
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171. Denies the allegation in Paragraph 171 of the Complaint.
ANSWERING THE TENTH CLAIM FOR RELIEF
172, Answering Paragraph 172 of the Complaint, repeats and realleges her
responses to Paragraphs | through 171 of the Complaint as though fully set forth herein.
173. Denies the allegations in Paragraph 173 of the Complaint, except admits that
the interests of Deane and SKI in SCA are continuing, and that assignments to
Preservation were made, as reflected in the Omnibus Assignments.
174. Denies the allegation in Paragraph 174 of the Complaint.
175. Denies the allegation in Paragraph 175 of the Complaint, except admits that
on or about December 17, 2009, SCA transferred tax free the shopping center and the
vacate parcels to Spring Creek with the same percentage structure as exists for the
interests held in SCA.
176. Denies the allegation in Paragraph 176 of the Complaint.
177. Denies the allegation in Paragraph 177 of the Complaint.
178. Admits that the allegation in Paragraph 178 of the Complaint appears
to
reflect plaintiffs' baseless claim, but denies that the claim has any validity.
179. Denies the allegation in Paragraph 179 of the Complaint, but admits
that
plaintiffs' baseless position is at odds with defendants' meritorious positi
on.
180. Denies the allegation in Paragraph 180 of the Complaint.
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FIRST AFFIRMATIVE DEFENSE
181. Plaintiffs' claims are barred, in whole or in part, by the doctrine of estoppel.
SECOND AFFIRMATIVE DEFENSE
182. Plaintiffs' claims are barred, in whole or in part, by the doctrine of waiver.
THIRD AFFIRMATIVE DEFENSE
183. Plaintiffs' claims are barred, in whole or in part, by the doctrine of unclean
hands.
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WHEREFORE, defendant Carol Gram Deane demands judgment dismissing the
Complaint in its entirety and for such other and further relief as this Court may deem just
and proper.
Dated: New York, New York
March 24, 2011
NEWMAN & GREENBERG
By
Richard A. Greenberg
Attorneys for Carol Gram Deane
950 Third Avenue
New York, New York 10022
(212) 308-7900
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Preview
INDEX NO. 650159/2010 FILED: NEW YORK COUNTY CLERK 03/24/2011 NYSCEF DOC. NO. 37 RECEIVED NYSCEF 03/24/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK eee anna enennne: sirbaanweneeunacaremeres HARVEY RUDMAN and HAROLD KUPLESKY, on behalf of Each of Them Individually And Derivatively, Plaintiffs, -against- ANSWER OF CAROL GRAM DEANE CAROL GRAM DEANE, ESTATE OF DISQUE D. DEANE BY CAROL G. DEANE AS TEMPORARY EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS LLC, STARRETT CITY PRESERVATION LLC, DD SPRING CREEK LLC, SK SPRING CREEK Index No. 650159/10 LLC, SPRING CREEK PLAZA LLC, DD SHOPPING CENTER LLC and SK SHOPPING CENTER LLC, Defendants. Reiterates sees cs veirweicntnes este bein teens te entree et eveten een Defendant Carol Gram Deane, by her attorneys, Newman & Greenberg, as and for her Answer to Plaintiffs' Second Amended Complaint ("the Complaint"), states as follows: 1. Denies the allegation in Paragraph | of the Complaint, except admits that Starrett City is a regulated housing facility located in Brooklyn, New York; is one of the largest and most successful federally-funded housing complexes in the nation; and she was married to Disque D. Deane prior to his death. 2. Denies the allegation in Paragraph 2 of the Complaint, except admits that Rudman and Kuplesky assisted in the management of Starrett City. 3. Denies the allegation in Paragraph 3 of the Complaint. 4. Denies the allegation in Paragraph 4 of the Complaint. 5. Denies the allegation in Paragraph 5 of the Complaint, except admits that a limited liability company called Starrett City Preservation LLC ("Preservation") was formed and plaintiffs, among others, acquired membership interests in Preservation. 6. Denies the allegation in Paragraph 6 of the Complaint, except admits that on December 17, 2009, a $531.4 million refinancing of Starrett City was completed. 7. Denies the allegation in Paragraph 7 of the Complaint. 8. Admits the allegation in Paragraph 8 of the Complaint. 9. Admits the allegation in Paragraph 9 of the Complaint. 10. Admits the allegation in Paragraph 10 of the Complaint. 11. Denies the allegation in Paragraph 11 of the Complaint, except admits that St. Gervais has the largest limited partner interest in SCA. 12. Denies the allegation in Paragraph 12 of the Complaint. 13. Denies having knowledge or information sufficient to admit or deny the allegation in Paragraph 13 of the Complaint. 14. Denies having knowledge or information sufficient to admit or deny the allegation in Paragraph 14 of the Complaint. 15. Denies the allegation in Paragraph 15 of the Complaint, except admits that she resides at 14 Walnut Street, Boston, Massachusetts; was the wife of Disque D. Deane prior to his death; is a co-chairperson of the MGP, the managing member of Preservation; the manager of SKI, and the operating manager and member of St. Gervais; a director and officer of SCI; and the chairwoman of the Starrett Management Committee of SCI. 16. Denies having knowledge or information sufficient to admit or deny the allegation in Paragraph 16 of the Complaint, except admits that Disque D. Deane resided with her at the same address in Boston, Massachusetts, Disque D. Deane was her husband, he was the managing general partner of SCA, and the Deane family owns directly or indirectly approximately two-thirds of the membership interests in Preservation. 17. Admits the allegation in Paragraph 17 of the Complaint. 18. Denies the allegation in Paragraph 18 of the Complaint, except admits that St. Gervais is a Delaware limited liability company, The Prentice-Hall Corporation System, Inc. is St. Gervais's agent for service of process, and St. Gervais is the largest member of Preservation, the sole member of SKI and the largest limited partner of SCA. 19. Admits the allegation in Paragraph 19 of the Complaint. 20. Admits the allegation in Paragraph 20 of the Complaint, except denies that Carol Deane is the Vice President of DD/SCA. 21. Admits the allegation in Paragraph 21 of the Complaint. 22. Denies the allegation in Paragraph 22 of the Complaint, except admits that Spring Creek is a Delaware limited liability company formed in or about November 2009 with its principal place of business in New York, New York, that in December 2009 SCA transferred certain parcels of land referred to to Spring Creek, that DD Shopping Center LLC is the Managing Member of Spring Creek and that she initially was the Vice- President and is now the President of Spring Creek and denies knowledge or information as to what "as discussed below" refers to. 23. Admits the allegation in Paragraph 23 of the Complaint, except denies having knowledge or information as to what "discussed further below" refers to. 24. Admits the allegation in Paragraph 24 of the Complaint, except denies having knowledge or information as to what "discussed further below" refers to and denies the assertions in the last sentence of Paragraph 24. 25. Personal jurisdiction is not contested. 26. Venue is not contested. 27. Admits the allegation in Paragraph 27 of the Complaint. 28. Denies having knowledge or information sufficient to admit or deny the truth of the allegation in Paragraph 28 of the Complaint, except admits that plaintiff Rudman held himself out as a Certified Public Accountant. 29. Denies the allegation in Paragraph 29 of the Complaint, except admits that Rudman assisted the MGP of Starrett City. 30. Denies having knowledge or information sufficient to admit or deny the truth of the allegation in Paragraph 30 of the Complaint, except denies that Disque D. Deane recruited Kuplesky in 1999 and admits that Kuplesky assisted with the Phipps Plaza West complex and Starrett City. 31. Denies the allegation in Paragraph 31 of the Complaint, except admits that Kuplesky had an ownership interest in Cork Management LLC. 32. Denies the allegation in Paragraph 32 of the Complaint, except admits that Rudman and Kuplesky were identified in draft sales contracts. 33. Declines to answer the allegation in Paragraph 33 of the Complaint, and is not obliged to do so, because the allegation is irrelevant and gratuitous. 34. Denies the allegation in Paragraph 34 of the Complaint. 35. Denies having knowledge or information sufficient to admit or deny the allegation in Paragraph 35 of the Complaint. 36. Denies the allegation in Paragraph 36 of the Complaint. 37. Denies the allegation in Paragraph 37 of the Complaint. 38. Denies the allegation in Paragraph 38 of the Complaint. 39. Denies the allegation in Paragraph 39 of the Complaint. 40. Denies the allegation in Paragraph 40 of the Complaint, except admits that some written statements to the limited partners were made by Disque D. Deane. 41. Denies the allegation in Paragraph 41 of the Complaint. 42. Denies the allegation in Paragraph 42 of the Complaint, except admits the Sixteenth Amendment was executed in or about 2003 and refers the Court to that Amendment. 43. Denies the allegation in Paragraph 43 of the Complaint, and refers the Court to the Sixteenth Amendment. 44. Denies the allegation in Paragraph 44 of the Complaint, except admits that in 2004 Disque D. Deane suffered a stroke but remained active in the business, and Curt Deane, Mary Clarke and Carol Gram Deane have been involved in the operation of Starrett City, Mary Clarke and Curt Deane are also directors and officers of SCI and both are managers of St. Gervais, and Carol Deane has worked out of Disque Deane’s office. 45. Denies the allegation in paragraph 45 of the Complaint. 46. Denies the allegation in Paragraph 46 of the Complaint, except admits that a copy of the Preservation Agreement is attached as Exhibit 1 to the Complaint and refers the Court thereto. 47. Admits the allegation in Paragraph 47 of the Complaint, except denies that she controls any interest in the “Board” of Preservation. 48. Denies the allegation in Paragraph 48 of the Complaint, and refers the Court to the Preservation Agreement and related writings and to the Assignments. 49. Denies the allegation in Paragraph 49 of the Complaint, except admits that the partial quotation from the Agreement is accurate as far as it goes. 50. Denies the allegation in Paragraph 50 of the Complaint, except admits that the Omnibus Assignments executed by the MGP and SKI are attached to the Complaint as Exhibits 2 and 3, respectively, and the partial quotations from the Agreement are accurate as far as they go. 51. Denies the allegation in Paragraph 51 of the Complaint, except admits that the Complaint's partial quotations from the Agreement are accurate as far as they go. 52. Admits the allegation in Paragraph 52 of the Complaint. 53. Admits the allegation in Paragraph 53 of the Complaint. 54. Denies the allegation in Paragraph 54 of the Complaint, except admits that the partial quotations from the Agreement are accurate as far as they go. 55. Admits the allegation in Paragraph 55 of the Complaint. 56. Denies the allegation in Paragraph 56 of the Complaint. 57. Denies the allegation in Paragraph 57 of the Complaint, except admits that Disque D. Deane executed certain letters to SCA/SCI’s auditors and refers the Court to them, that the words in the incomplete quotation appear in the financial statements referred to and that Iris Sutz, SCA‘s controller and a member of St. Gervais, assisted with the preparation of the financial statements since 2006. 58. Denies having knowledge or information sufficient to admit or deny the truth of the allegation in Paragraph 58 of the Complaint, except admits that the SCA/SCI Consolidated Financial Statements were annually received by all directors of SCI and distributed to all limited and general partners of SCA. 59. Denies the allegation in Paragraph 59 of the Complaint. 60. Denies the allegation in Paragraph 60 of the Complaint. 61. Admits the allegation in Paragraph 61 of the Complaint, except denies that solicitations were distributed to “hundreds of prospective purchasers” and denies knowledge or information sufficient to admit or deny the assertion that plaintiffs assisted and participated in “substantially all aspects” of the sale efforts. 62. Denies the allegation in Paragraph 62 of the Complaint, except admits that plaintiffs assisted in "the sale process." 63. Denies knowledge or information sufficient to admit or deny the truth of the allegation in Paragraph 63 of the Complaint, except admits that in or about February 2007 the MGP accepted an offer at a sale price of $1.3 billion, which was subsequently abandoned because certain regulatory approvals could not be obtained for the purchaser. 64. Denies the allegation in Paragraph 64 of the Complaint. 65. Denies the allegation in Paragraph 65 of the Complaint, except admits that a Memorandum of Understanding ("MOU") with respect to a sale of Starrett City was executed in May 2008. 66. Denies the allegation in Paragraph 66 of the Complaint, except admits that plaintiffs assisted in another a sale effort after the MOU was signed. 67. Denies the allegation in Paragraph 67 of the Complaint, except admits that the offers received during the second sale effort were considerably lower than before. 68. Denies the allegation in Paragraph 68 of the Complaint, except admits that, "to establish a framework for SCA to complete a preservation sale of Starrett City," the MOU was extended in or about October 2008 (emphasis added). 69. Denies the allegation in Paragraph 69 of the Complaint, except admits that a second round of offers from several prospective purchasers of Starrett City was received, an $810 million offer was accepted, and that plaintiffs were identified in draft sale agreements. 70. Denies the allegation in paragraph 70 of the Complaint, except admits that the New York Times reported that SCA told public officials that "they were exploring their options, including a possible refinancing of the complex." 71. Denies the allegation in Paragraph 71 of the Complaint, except admits that in April 2009 Wachovia Bank was paid $150,000 in connection with a refinancing effort for Starrett City. 72. Admits the allegation in Paragraph 72 of the Complaint, except denies that the plan referred to was "concrete" in early April 2009. 73. Admits the allegation in Paragraph 73 of the Complaint. 74. Admits the allegation in Paragraph 74 of the Complaint that on July 30, 2009, the MGP circulated a cover letter and a Consent Solicitation dated July 29, 2009, and refers to those documents for the terms and conditions of that Consent Solicitation. 75. Admits the allegation in Paragraph 75 of the Complaint. 76. Denies knowledge or information sufficient to admit or deny the truth of the allegation in Paragraph 76 of the Complaint. 77. Admits the allegation in Paragraph 77 of the Complaint. 78. Admits the allegation in Paragraph 78 of the Complaint, except denies the use of the word “similarly.” 79. Admits the allegation in Paragraph 79 that on December 17, 2009, the refinancing of Starrett City closed, and refers the Court to the closing documents for the terms and conditions of that refinancing. 80. Denies the allegation in Paragraph 80 of the Complaint. 81. Admits the allegation in Paragraph 81 of the Complaint, except denies that a $250,000 reserve for the shopping center exists. 82. Denies the allegation in Paragraph 82 of the Complaint, except admits that on or about December 23, 2009, SCA returned the partners! original net equity contribution aggregating approximately $119 million. 83. Denies the allegation in Paragraph 83 of the Complaint and refers the Court to the legal documents involved. 84. Denies the allegation in Paragraph 84 of the Complaint and refers the Court to the legal documents involved, except admits that the total interest of the MGP and SKI in SCA increased to 19.9%. 85. Denies the allegation in Paragraph 85 of the Complaint. 86. Denies the allegation in Paragraph 86 of the Complaint. 10 87. Denies the allegation in Paragraph 87 of the Complaint. 88. Denies the allegation in Paragraph 88 of the Complaint. 89. Denies the allegation in Paragraph 89 of the Complaint. 90. Denies the allegation in Paragraph 90 of the Complaint. 91. Denies the allegation in Paragraph 91 of the Complaint, except admits that Preservation distributed approximately $3.7 million to plaintiffs, who purported to accept that distribution with a reservation of rights. 92. Denies the allegation in Paragraph 92 of the Complaint. 93. Denies the allegation in Paragraph 93 of the Complaint, except admits that Kuplesky ceased employment by Deane-related entities no later than December 15, 2008, and ceased being a member of Cork and a member of the Board of Preservation no later than December 15, 2008, and admits that Rudman ceased employment by Deane-related entities no later than April 29, 2009. 94. Admits the allegation in Paragraph 94 of the Complaint, except asserts that the share ratios of plaintiffs have been reduced to zero in accordance with the Preservation Agreement. 95. Denies the allegation in Paragraph 95 of the Complaint. 96. Admits the allegation in Paragraph 96 of the Complaint. 97. Denies the allegation in Paragraph 97 of the Complaint. 98. Admits the allegation in Paragraph 98 of the Complaint. 11 99. Admits the allegation in Paragraph 99 of the Complaint. 100. Admits the allegation in Paragraph 100 of the Complaint. 101. Denies the allegation in Paragraph 101 of the Complaint, except admits that Footnote | is quoted accurately. 102. Denies the allegation in Paragraph 102 of the Complaint. 103. Admits the allegation in paragraph 103 of the Complaint. 104. Denies the allegation in paragraph 104 of the Complaint, except admits that Exhibit 5 to the Solicitation is attached as Exhibit 4 to the Complaint. 105 . Denies the allegation in Paragraph 105 of the Complaint. 106 . Denies the allegation in Paragraph 106 of the Complaint. 107 . Admits the allegation in paragraph 107 of the Complaint. 108 . Denies the allegation in Paragraph 108 of the Complaint. 109 . Denies the allegation in Paragraph 109 of the Complaint, except admits that a non-Deane family employee was hired in December 2008, replaced Rudman as President of SCI in April 2009 and was also appointed as President of Spring Creek upon its creation. 110. Denies the allegation in Paragraph 110 of the Complaint. 111. Denies the allegation in Paragraph 111 of the Complaint. ANSWERING THE FIRST CLAIM FOR RELIEF 112. Answering Paragraph 112 of the Complaint, repeats and realleges her 12 responses to Paragraphs | through 111 of the Complaint as though fully set forth herein. 113. Denies the allegation in Paragraph 113 of the Complaint because it states a legal conclusion and therefore does not require a response. 114. Denies the allegation in Paragraph 114 of the Complaint because it states a legal conclusion and therefore does not require a response. 115. Denies the allegation in Paragraph 115 of the Complaint. 116. Denies the allegation in Paragraph 116 of the Complaint. 117. Denies the allegation in Paragraph 117 of the Complaint. 118 . Denies the allegation in Paragraph 118 of the Complaint. ANSWERING THE SECOND THROUGH FOURTH CLAIMS FOR RELIEF 119-139. Makes no response to the allegations in Paragraphs 119-139 of the Complaint because she is not a named party under the Second through Fourth Claims for Relief. ANSWERING THE FIFTH CLAIM FOR RELIEF 140. Answering Paragraph 140 of the Complaint, repeats and realleges her responses to Paragraphs | through 139 of the Complaint as though fully set forth herein. 141. Denies the allegation in Paragraph 141 of the Complaint because it states a legal conclusion and therefore does not require a response. 142. Denies the allegation in Paragraph 142 of the Complaint. 143. Denies the allegation in Paragraph 143 of the Complaint because it states a 13 legal conclusion and therefore does not require a response. 144. Denies the allegation in Paragraph 144 of the Complaint. 145. Denies the allegation in Paragraph 145 of the Complaint. 146. Denies the allegation in Paragraph 146 of the Complaint. ANSWERING THE SIXTH CLAIM FOR RELIEF 147, Answering Paragraph 147 of the Complaint, repeats and realleges her responses to Paragraphs | through 146 of the Complaint as though fully set forth herein 148. Denies the allegation in paragraph 148 of the Complaint. 149. Denies the allegation in paragraph 149 of the Complaint because it states a legal conclusion and therefore does not require a response. 150. Denies the allegation in Paragraph 150 of the Complaint. 151. Denies the allegation in Paragraph 151 of the Complaint. 152. Denies the allegation in Paragraph 152 of the Complaint. 153. Denies the allegation in Paragraph 153 of the Complaint. ANSWERING THE SEVENTH CLAIM FOR RELIEF 154-157. Makes no response to the allegations Paragraphs 154-157 of the Complaint because she is not a named party under the Seventh Claim for Relief. ANSWERING THE EIGHTH CLAIM FOR RELIEF 158. Answering Paragraph 158 of the Complaint, repeats and realleges her responses to Paragraphs | through 157 of the Complaint as though fully set forth herein. 14 159. Admits the allegations in paragraph 159 of the Complaint. 160. Denies the allegation in Paragraph 160 of the Complaint. 161. Denies the allegation in Paragraph 161 of the Complaint. 162. Denies the allegation in Paragraph 162 of the Complaint. ANSWERING THE NINTH CLAIM FOR RELIEF 163. Answering Paragraph 163 of the Complaint, repeats and realleges her responses to Paragraphs | through 162 of the Complaint as though fully set forth herein. 164. Denies the allegation in Paragraph 164 of the Complaint, except admits that the interests of the MGP and SKI in SCA are continuing, and that assignments to Preservation were made, as reflected in the Omnibus Assignments. 165. Denies the allegation in Paragraph 165 of the Complaint. 166. Admits that Section 3.3 of the Preservation Agreement is accurately, but only partially, quoted in Paragraph 166 of the Complaint, and refers to the Preservation Agreement for the full text of that Section. 167. Denies the allegation in Paragraph 167 of the Complaint. 168. Denies the allegation in Paragraph 168 of the Complaint. 169. Admits that the allegations in Paragraph 169 of the Complaint appear to reflect plaintiffs' claim, but denies that the claim has any validity. 170. Denies the allegation in Paragraph 170 of the Complaint, but admits that there is a dispute between the parties. 15 171. Denies the allegation in Paragraph 171 of the Complaint. ANSWERING THE TENTH CLAIM FOR RELIEF 172, Answering Paragraph 172 of the Complaint, repeats and realleges her responses to Paragraphs | through 171 of the Complaint as though fully set forth herein. 173. Denies the allegations in Paragraph 173 of the Complaint, except admits that the interests of Deane and SKI in SCA are continuing, and that assignments to Preservation were made, as reflected in the Omnibus Assignments. 174. Denies the allegation in Paragraph 174 of the Complaint. 175. Denies the allegation in Paragraph 175 of the Complaint, except admits that on or about December 17, 2009, SCA transferred tax free the shopping center and the vacate parcels to Spring Creek with the same percentage structure as exists for the interests held in SCA. 176. Denies the allegation in Paragraph 176 of the Complaint. 177. Denies the allegation in Paragraph 177 of the Complaint. 178. Admits that the allegation in Paragraph 178 of the Complaint appears to reflect plaintiffs' baseless claim, but denies that the claim has any validity. 179. Denies the allegation in Paragraph 179 of the Complaint, but admits that plaintiffs' baseless position is at odds with defendants' meritorious positi on. 180. Denies the allegation in Paragraph 180 of the Complaint. 16 FIRST AFFIRMATIVE DEFENSE 181. Plaintiffs' claims are barred, in whole or in part, by the doctrine of estoppel. SECOND AFFIRMATIVE DEFENSE 182. Plaintiffs' claims are barred, in whole or in part, by the doctrine of waiver. THIRD AFFIRMATIVE DEFENSE 183. Plaintiffs' claims are barred, in whole or in part, by the doctrine of unclean hands. 17 WHEREFORE, defendant Carol Gram Deane demands judgment dismissing the Complaint in its entirety and for such other and further relief as this Court may deem just and proper. Dated: New York, New York March 24, 2011 NEWMAN & GREENBERG By Richard A. Greenberg Attorneys for Carol Gram Deane 950 Third Avenue New York, New York 10022 (212) 308-7900 18