Preview
FILED: NEW YORK COUNTY CLERK 04/04/2011 INDEX NO. 650159/2010
NYSCEF DOC. NO. 48 RECEIVED NYSCEF: 04/04/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
---- ------------------------ -------------------- --- --- ---- ------ -- )(
HARVEY RUDMAN and HAROLD KUPLESKY, Inde)( No. 650159/10
on Behalf of Each of Them Individually And
On Behalf Of Starrett City Preservation LLC,
Derivatively,
Plaintiffs,
- against -
CAROL GRAM DEANE, THE ESTATE OF
DISQUE D. DEANE by CAROL G. DEANE,
as TEMPORARY EXECUTRIX, SALT
KETTLE LLC, ST. GERVAIS LLC,
STARRTT CITY PRESERVATION LLC,
DD SPRIG CREEK LLC, SK SPRIG
CREEK LLC, SPRIG CREEK PLAZA
LLC, DD SHOPPING CENTER LLC and
SK SHOPPING CENTER LLC,
Defendants.
---- ---- - -- --- ---------- ------ ---- ---- ---------- --- --- ------------ )(
PLAINTIFFS' FIRST REQUEST FOR PRODUCTION OF
DOCUMENTS TO DEFENDANT SPRING CREEK PLAZA LLC
Pursuant to Section 3120 of the New York Civil Practice Law and Rules, Plaintiffs
Harey Rudman and Harold Kuplesky, individually and on behalf of Starett City Preservation
LLC, demand that Defendant Spring Creek Plaza LLC produce the following documents for
inspection and copying, in accordance with the instructions and definitions set forth below, at the
offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, 35th Floor, New
York, New York 10022, not later than May 20,2011, as set forth in the February 24,2011
Preliminar Conference Order.
529301.2 1
DEFINITIONS
1. "Carol Deane" means Defendant Carol Gram Deane and every person or entity
acting or purporting to act on her behalf.
2. "Clarke" means Mary Clarke and every person or entity acting or purorting to
act on her behalf.
3. "Curt Deane" means Cur Deane and every person or entity acting or purorting
to act on his behalf.
4. "DD/SCA" means Defendant DD Spring Creek LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation
Deane), and every person or entity acting or purorting to act on its behalf.
5. "DD/Shopping" means Defendant DD Shopping Center LLC and its predecessors,
successors, parents, subsidiaries, divisions and affliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation
Deane), and every person or entity acting or purorting to act on its behalf.
6. "Deane" means Disque D. Deane, the Estate of Disque D. Deane, and every
person or entity acting or purorting to act on behalf of him or his Estate.
7. "Deane Entity" means any partnership, corporation or any other entity in which
Deane, Carol Deane, or any other member of the Deane family has or had aiy direct or indirect
ownership interest.
8. "DHCR" means New York State Division of Housing and Community Renewal
and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or
former agents, officers, members, managers, employees, and representatives and every person or
entity acting or purorting to act on its behalf.
529301.2 2
9. "Fell" means G. Martin Fell and every person or entity acting or purorting to act
on his behalf.
10. "Grenadier" means Grenadier Realty Corp. and its predecessors, successors,
parents, subsidiaries, divisions and affliates, and any present or former agents, officers,
members, managers, employees, and representatives, and every person or entity acting or
purorting to act on its behalf.
11. "IRS" means the Internal Revenue Service and its predecessors, successors,
parents, subsidiaries, divisions and affiiates, and any present or former agents, offcers,
members, managers, employees, and representatives and every person or entity acting or
purporting to act on its behalf.
12. "Kuplesky" means Plaintiff Harold Kuplesky and every person or entity acting or
purorting to act on his behalf.
13. "LP/Shopping" means SC LP Shopping Center LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, general parners, limited parners, managers, employees, and representatives, and every
person or entity acting or purporting to act on its behalf.
14. The "Omnibus Assignments" means the Omnibus Assignments signed and
delivered by Deane and SKI to Plaintiffs, dated January 1, 2006.
15. "Poll" means Robert Poll and every person or entity acting or purorting to act on
his behalf.
16. "Preservation" means Defendant Starett City Preservation LLC and its
predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former
agents, officers, members, managers, employees, and representatives (including without
529301.2 3
limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every
person or entity acting or purorting to act on its behalf.
17. The "Preservation Agreement" means the Limited Liability Company Agreement
of Starett City Preservation LLC, entered into as of January 1, 2006.
18. "Recap Advisors" means Recap Real Estate Advisors, including CAS Financial
Advisory Services, and its predecessors, successors, parents, subsidiaries, divisions and affiliates,
and any present or former agents, officers, members, managers, employees, and representatives,
and every person or entity acting or purorting to act on its behalf.
19. The "Refinancing" means the appro)(imately $531.4 milion refinancing of the
Starett City housing comple)( that closed on or about December 17,2009, together with all
related transactions, including the release of certain properties from regulatory restraints and the
transfer of certain properties.
20. "Religious Site" means the yeshiva site that was formerly par of Starett City.
21. "Rudman" means Plaintiff Harvey Rudman and every person or entity acting or
purporting to act on his behalf.
22. "SCA" means Starett City Associates LP and its predecessors, successors,
parents, subsidiaries, divisions and affliates, and any present or former agents, officers, general
parners, limited parners, managers, employees, and representatives (including without
limitation Deane, Carol Deane, Cur Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell),
and every person or entity acting or purorting to act on its behalf.
23. "SCI" means Starett City, Inc. and its predecessors, successors, parents,
subsidiaries, divisions and affiiates, and any present or former agents, officers, directors,
shareholders, managers, employees, and representatives (including without limitation Deane,
529301.2 4
Carol Deane, Curt Deane, Clarke, Iris Sutz, Poll, T.K. Rangan, Jean Lerman, Felice Michetti and
Fell) and every person or entity acting or purorting to act on its behalf.
24. "Shopping Center" means the shopping center site that was formerly par of
Starett City and was later conveyed to Spring Creek.
25. "SKI" means Defendant Salt Kettle LLC and its predecessors, successors, parents,
subsidiaries, divisions and affiiates, and any present or former agents, officers, members,
managers, employees, and representatives (including without limitation Deane, Carol Deane,
Curt Deane. St. Gervais, Poll and Iris Sutz), and every person or entity acting or purorting to act
on its behalf.
26. "SK/SCA" means Defendant SK Spring Creek LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation SKI
and St. Gervais), and every person or entity acting or purporting to act on its behalf.
27. "SK/Shopping" means SK Shopping Center LLC and its predecessors, successors,
parents, subsidiaries, divisions and affliates, and any present or former agents, officers,
members, managers, employees, and representatives (including without limitation SKI and St.
Gervais), and every person or entity acting or purorting to act on its behalf.
28. "Spring Creek" means Defendant Spring Creek Plaza LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives, and every person or entity acting
or purorting to act on its behalf.
29. "St. Gervais" means Defendant St. Gervais LLC and its predecessors, successors,
parents, subsidiaries, divisions and affiliates, and any present or former agents, officers,
529301.2 5
members, managers, employees, and representatives (including without limitation Deane, Carol
Deane, Curt Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purorting to
act on its behalf.
30. "Starett City" means the Starett City regulated housing comple)( in Brooklyn,
also known as Spring Creek Towers, including but not limited to the land, the Shopping Center,
the Vacant Land Parcels, the Religious Site, the forty-si)( (46) residential buildings, the eight (8)
parking garages, the power plant and the sports club/community center.
31. "Vacant Land Parcels" means the seven undeveloped parcels of land that were
par of Starrett City and were later conveyed to Spring Creek.
32. "Wells Fargo" means Wells Fargo Ban, N.A. and its predecessors, successors,
parents, subsidiaries, divisions and affiliates (including Wachovia Ban NA and its affiliates),
and any present or former agents, officers, members, managers, employees, and representatives
and every person or entity acting or purorting to act on its behalf.
33. "Communication" means every maner of transmitting or receiving facts,
information, thoughts or opinions, whether written, oral or by any other means, including, but
not limited to, all memoranda, notices of meetings, conversations by telephone calls, records of
conversations or messages, whether in writing or upon any mechanical, electrical or electronic
recording devices, oral conversations and statements, electronic mail, te)(t messages, or instant
messages.
34. "Concerning" shall be construed to mean referring to, concerning, indicating,
reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning,
evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing
529301.2 6
upon, regarding, made in connection with or by reason of, deriving or arising from, constituting
in whole or in par, and being a draft, copy or summar of in whole or in part.
35. "Document" is used in the broadest sense and means any written, recorded,
transcribed, punched, videotaped, audiotaped, filmed or graphic matter, however produced or
reproduced, including, but not limited to, all original, and all non-identical copies and drafts of:
agreements; communications, including intracompany communications; correspondence;
facsimile transmissions; electronic mail; telegrams; telephone bils and records; telephone
messages; cables; memoranda; records; books; sumaries or records of personal conversations
or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements;
accountants' work papers; work papers; graphs; chars; maps; spreadsheets; E)(cel sheets;
diagrams; blueprints; tables; indices; pictures; recordings; tapes; microfilms; charges; accounts;
analytical records; minutes or records of meetings or conferences; reports and/or sumaries of
interviews or investigations; opinions or reports of consultants; appraisals; reports and/or
summaries of negotiations; brochures; pamphlets; circulars; trade letters; press releases;
contracts; e)(hibits to contracts; riders to contracts; stenographic, handwritten or any other notes;
projections, forecasts or other forward-looking statements; working papers; checks, front and
back, check stubs or receipts; wire transfers; invoice vouchers; tape data sheets; data processing
cards; magnetic or optical media or disks; te)(t messages; and instant messages.
36. "Person" or "persons" means any natural person, corporation, partnership,
proprietorship, association, organization, public authority, municipal corporation, state
governent, local government, all governental bodies and all other legal entities.
529301.2 7
37. The term "and" also means "or" and the term "or" shall also mean "and," as
necessary to bring within the scope of the Request Documents that might otherwise be construed
to be outside of its scope.
38. The term "each" shall be construed to include the ordinary meaning ofthe word
"every" and "every" shall be construed to include the ordinary meaning of the word "all" and
"all" shall be construed to include the ordinary meaning of the word "any." "And" as well as
"or" shall be construed either disjunctively or conjunctively so as to bring within the scope of the
Request documents that might otherwise be construed to be outside of its scope.
39. The use of the singular form of any word shall include the plural and vice versa.
INSTRUCTIONS
i. This Request for production of documents (the "Request") seeks responsive
documents created, drafted, edited, modified, received or obtained by you through the date of
your response.
2. This Request applies to Documents in your possession, custody or control,
regardless of whether such documents are held by you or your present or former affiiates,
designees, agents, employees, managers, owners, parnerships, representatives, attorneys, or any
other entity or person.
3. Where any copy of any document, the production of which is requested, is not
identical to any other copy thereof, by reason of any alterations, marginal notes, comments, or
material contained therein or attached thereto, or otherwise, all such non-identical copies shall be
produced separately.
529301.2 8
4. Documents that respond, in whole or in par, to any portion of any ofthese
Requests shall be produced in their entirety, without abbreviation or redaction, including all
attachments and enclosures.
5. You are instructed either to produce documents as they are kept in the usual
course of business, or to produce documents organized and labeled to correspond with the
categories in these Requests. In producing documents, documents that are physically attached to
each other when located for production shall be left so attached. Documents that are segregated
or separated from other documents, whether by inclusion of binders, fies, subfies, or by use of
dividers, tabs or any other method, shall be left so segregated or separated. Documents shall be
retained in the order in which they were maintained, in the fie where found. If no documents
e)(ist that are responsive to a paricular Request, you shall so state in writing.
6. With respect to any document Request that is withheld because of any privilege,
please provide the information described in Section 3122(b) of the New York Civil Practices
Laws and Rules. If any document or any portion of any document requested herein is withheld
from production, including any claim of a privilege, in sufficient detail to permit the Court to
adjudicate the validity of your withholding the document. Identify each document so withheld
by providing at least the following information:
a. the type of document (memorandum, letter, report, etc.);
b. the date of the document;
c. the title and subject matter of the document;
d. the identity and position of the author, the addressee, and all recipients of
the document; and
e. a statement of the nature of the legal privilege (including work product)
claimed.
529301.2 9
7. If a portion of an otherwise responsive document contains information subject to a
claim of privilege, those portions of the document subject to the claim of privilege shall be
deleted or redacted from the document, the deleted or redacted portions shall be clearly marked
as such, and the rest of the document shall be produced.
8. In the event that you contend that any of these Requests are objectionable, in
whole or in par, state with paricularity each such objection and the bases therefor, and respond
to the remainder of the document requests to the e)(tent that you are not objecting to it.
9. Pursuant to CPLR 310 1 (h), these Requests are to be deemed continuing in nature
and you are obliged to produce responsive documents and to supplement your production
whenever additional documents are located or their e)(istence ascertained.
DOCUMENTS TO BE PRODUCED
1. Organizational documents concerning DD/Shopping, SK/Shopping, and Spring
Creek, including but not limited to certificates of organization, operating agreements, partnership
agreements and all amendments thereto, by-laws and organizational charts.
2. Documents sufficient to identify the members of DD/Shopping, SK/Shopping and
Spring Creek and the managing member of LP/Shopping at all times since inception.
3. Documents concerning financial statements, internal control letters, representation
letters, reports to management and management responses prepared by, for, or on behalf ofDD/
Shopping, SK/Shopping or Spring Creek.
4. Copies of all insurance policies for which Spring Creek, DD/Shopping and
SK/Shopping are or were an insured, including but not limited to errors and omissions insurance
and directors' and offcers' liability insurance.
529301.2 10
5. Documents concerning any insurance claims made by any of the Defendants
regarding any of the claims or counterclaims asserted in this litigation.
6. Copies of Spring Creek's, DD/Shopping's and SK/Shopping's tal returs for
years 2009 and 2010.
7. Documents concerning any audit of Spring Creek, DD/Shopping or SK/Shopping
by any governent entity, including but not limited to the IRS.
8. Documents concerning the value of Starrett City or any portion thereof, between
2006 and the present, including but not limited to appraisals, internal analyses, property
insurance policies, statements of values or market estimates prepared by any consultant,
brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap
Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation
spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family
member.
9. Documents concerning Preservation, the Preservation Agreement, Rudman or
Kuplesky.
10. Documents concerning the Omnibus Assignments.
11. Documents concerning the possible sale or refinancing of Starett City or any
portion thereof, including but not limited to documents concerning internal communications and
analyses, and documents concerning communications with bans or other lenders, governental
agencies or potential buyers.
12. Documents concerning the Refinancing, including but not limited to closing
documents, commitment agreements, term sheets, checks, wire transfers, documents concerning
529301.2 11
the transfer of any assets or interests from SCA and documents concerning the use of all cash
proceeds of the Refinancing.
13. Documents concerning funds, assets, interests, ta)( or other benefits and any other
distributions or other items of value (collectively, "Assets") transferred to Spring Creek in
connection with or subsequent to the Refinancing, including but not limited to documents
concerning the determination of the type and amount of such Assets to be transferred.
14. Documents concerning Assets transferred among or between any ofthe
Defendants after December 15,2009, including but not limited to documents concerning the
determination of the type and amount of such Assets to be transferred.
15. Documents concerning Assets transferred from Spring Creek, DD/Shopping or
SK/Shopping to any person or entity, including but not limited to documents concerning the
determination of the type and amount of such Assets to be transferred.
16. Documents concerning the potential use, development, sale or refinancing of the
Shopping Center.
17. Documents concerning the value of the Shopping Center or any portion thereof,
including but not limited to appraisals, internal analyses, property insurance policies, statements
of values or market estimates prepared by any consultant, brokerage firm or lending institution
(including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells
Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz
and memoranda prepared by Deane or any Deane family member.
18. Documents concerning the potential or actual conveyance(s) of the Shopping
Center, including but not limited to documents concerning the reasons for any such
529301.2 12
conveyance(s) and the receipt of any Assets by Deane, Carol Deane, SKI, Spring Creek,
DD/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais, Preservation, Rudman, or
Kuplesky in connection with or as a result of such conveyance(s).
19. Documents concerning the potential use, development, sale or refinancing of any
of the Vacant Land Parcels.
20. Documents concerning the value of any of the Vacant Land Parcels, including but
not limited to appraisals, internal analyses, property insurance policies, statements of values or
market estimates prepared by any consultant, brokerage firm or lending institution (including but
not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich
Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda
prepared by Deane or any Deane family member.
21. Documents concerning the potential or actual conveyance( s) of any of the Vacant
Land Parcels, including but not limited to documents concerning the reasons for any such
conveyance(s) and the receipt of any Assets by Deane, Carol Deane, SKI, Spring Creek,
DD/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais, Preservation, Rudman, or
Kuplesky in connection with or as a result of such conveyance(s).
22. Documents concerning the donation or potential donation of the Religious Site,
any of the Vacant Land Parcels or any portiones) thereof, including but not limited to tal
analyses and documents identifying the individuals or entities who received ta)( deductions as a
result of said donationes).
23. Documents concerning the reasons for starting Spring Creek, DD/Shopping and
SK/Shopping.
529301.2 13
24. Documents concerning communications between SCA, Spring Creek or any
person or entity acting on behalf of SCA or Spring Creek, on the one hand, and any member of
Spring Creek, LP/Shopping or any member of LP/Shopping, on the other hand.
25. Documents concerning Spring Creek's accounting books and records, including
but not limited to general ledgers, jourals, other records of accounts and records maintained on
Quickbooks or any other electrically maintained accounting system.
26. Documents concerning the value of Spring Creek or any assets owned by Spring
Creek, between 2006 and the present, including but not limited to appraisals, internal analyses,
property insurance policies, statements of values or market estimates prepared by any consultant,
brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap
Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation
spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family
member.
27. Documents concerning the value ofDD/Shopping and SK/Shopping or any assets
owned by DD/Shopping and SK/Shopping, between 2006 and the present, including but not
limited to appraisals, internal analyses, property insurance policies, statements of values or
market estimates prepared by any consultant, brokerage firm or lending institution (including but
not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich
Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda
prepared by Deane or any Deane family member.
28. Calendars (electronic and/or paper) maintained by or on behalf of Deane, Carol
Deane, Cur Deane, Clarke or Iris Sutz.
529301.2 14
29. Documents concerning Carol Deane's power or authority to act on Deane's
behalf, including but not limited to any power of attorney.
30. Documents concerning payments made from Spring Creek or Grenadier, on the
one hand, to Cork Management LLC or Woodward Management LLC, on the other.
31. Documents concerning payments made after December 16, 2009 to individuals
employed by or associated with SCI, SCA, Grenadier or Recap Advisors, other than regular
salary or payments calculated based on partnership or membership interests, including but not
limited to payments to Poll, Felice Michetti, Iris Sutz, Jean Lerman, T.K. Rangan, Todd
Trehubenko, Fell and/or any Deane family member (including but not limited to Deane, Carol
Deane, Cur Deane and Clarke).
32. Documents concerning contracts entered into between Spring Creek, on the one
hand, and Grenadier, Recap Advisors or Poll, on the other.
33. Documents concerning any defenses asserted or to be asserted in this lawsuit.
Dated: New York, New York
April 1, 2011
437 Madison Avenue, 35th Floor
New York, New York 10022
(212) 907-7300
Attorneys for Plaintif
529301.2 15
Preview
FILED: NEW YORK COUNTY CLERK 04/04/2011 INDEX NO. 650159/2010 NYSCEF DOC. NO. 48 RECEIVED NYSCEF: 04/04/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ---- ------------------------ -------------------- --- --- ---- ------ -- )( HARVEY RUDMAN and HAROLD KUPLESKY, Inde)( No. 650159/10 on Behalf of Each of Them Individually And On Behalf Of Starrett City Preservation LLC, Derivatively, Plaintiffs, - against - CAROL GRAM DEANE, THE ESTATE OF DISQUE D. DEANE by CAROL G. DEANE, as TEMPORARY EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS LLC, STARRTT CITY PRESERVATION LLC, DD SPRIG CREEK LLC, SK SPRIG CREEK LLC, SPRIG CREEK PLAZA LLC, DD SHOPPING CENTER LLC and SK SHOPPING CENTER LLC, Defendants. ---- ---- - -- --- ---------- ------ ---- ---- ---------- --- --- ------------ )( PLAINTIFFS' FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO DEFENDANT SPRING CREEK PLAZA LLC Pursuant to Section 3120 of the New York Civil Practice Law and Rules, Plaintiffs Harey Rudman and Harold Kuplesky, individually and on behalf of Starett City Preservation LLC, demand that Defendant Spring Creek Plaza LLC produce the following documents for inspection and copying, in accordance with the instructions and definitions set forth below, at the offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, 35th Floor, New York, New York 10022, not later than May 20,2011, as set forth in the February 24,2011 Preliminar Conference Order. 529301.2 1 DEFINITIONS 1. "Carol Deane" means Defendant Carol Gram Deane and every person or entity acting or purporting to act on her behalf. 2. "Clarke" means Mary Clarke and every person or entity acting or purorting to act on her behalf. 3. "Curt Deane" means Cur Deane and every person or entity acting or purorting to act on his behalf. 4. "DD/SCA" means Defendant DD Spring Creek LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane), and every person or entity acting or purorting to act on its behalf. 5. "DD/Shopping" means Defendant DD Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane), and every person or entity acting or purorting to act on its behalf. 6. "Deane" means Disque D. Deane, the Estate of Disque D. Deane, and every person or entity acting or purorting to act on behalf of him or his Estate. 7. "Deane Entity" means any partnership, corporation or any other entity in which Deane, Carol Deane, or any other member of the Deane family has or had aiy direct or indirect ownership interest. 8. "DHCR" means New York State Division of Housing and Community Renewal and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives and every person or entity acting or purorting to act on its behalf. 529301.2 2 9. "Fell" means G. Martin Fell and every person or entity acting or purorting to act on his behalf. 10. "Grenadier" means Grenadier Realty Corp. and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purorting to act on its behalf. 11. "IRS" means the Internal Revenue Service and its predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former agents, offcers, members, managers, employees, and representatives and every person or entity acting or purporting to act on its behalf. 12. "Kuplesky" means Plaintiff Harold Kuplesky and every person or entity acting or purorting to act on his behalf. 13. "LP/Shopping" means SC LP Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, general parners, limited parners, managers, employees, and representatives, and every person or entity acting or purporting to act on its behalf. 14. The "Omnibus Assignments" means the Omnibus Assignments signed and delivered by Deane and SKI to Plaintiffs, dated January 1, 2006. 15. "Poll" means Robert Poll and every person or entity acting or purorting to act on his behalf. 16. "Preservation" means Defendant Starett City Preservation LLC and its predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former agents, officers, members, managers, employees, and representatives (including without 529301.2 3 limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every person or entity acting or purorting to act on its behalf. 17. The "Preservation Agreement" means the Limited Liability Company Agreement of Starett City Preservation LLC, entered into as of January 1, 2006. 18. "Recap Advisors" means Recap Real Estate Advisors, including CAS Financial Advisory Services, and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purorting to act on its behalf. 19. The "Refinancing" means the appro)(imately $531.4 milion refinancing of the Starett City housing comple)( that closed on or about December 17,2009, together with all related transactions, including the release of certain properties from regulatory restraints and the transfer of certain properties. 20. "Religious Site" means the yeshiva site that was formerly par of Starett City. 21. "Rudman" means Plaintiff Harvey Rudman and every person or entity acting or purporting to act on his behalf. 22. "SCA" means Starett City Associates LP and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, officers, general parners, limited parners, managers, employees, and representatives (including without limitation Deane, Carol Deane, Cur Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell), and every person or entity acting or purorting to act on its behalf. 23. "SCI" means Starett City, Inc. and its predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former agents, officers, directors, shareholders, managers, employees, and representatives (including without limitation Deane, 529301.2 4 Carol Deane, Curt Deane, Clarke, Iris Sutz, Poll, T.K. Rangan, Jean Lerman, Felice Michetti and Fell) and every person or entity acting or purorting to act on its behalf. 24. "Shopping Center" means the shopping center site that was formerly par of Starett City and was later conveyed to Spring Creek. 25. "SKI" means Defendant Salt Kettle LLC and its predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane, Carol Deane, Curt Deane. St. Gervais, Poll and Iris Sutz), and every person or entity acting or purorting to act on its behalf. 26. "SK/SCA" means Defendant SK Spring Creek LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation SKI and St. Gervais), and every person or entity acting or purporting to act on its behalf. 27. "SK/Shopping" means SK Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation SKI and St. Gervais), and every person or entity acting or purorting to act on its behalf. 28. "Spring Creek" means Defendant Spring Creek Plaza LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purorting to act on its behalf. 29. "St. Gervais" means Defendant St. Gervais LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, 529301.2 5 members, managers, employees, and representatives (including without limitation Deane, Carol Deane, Curt Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purorting to act on its behalf. 30. "Starett City" means the Starett City regulated housing comple)( in Brooklyn, also known as Spring Creek Towers, including but not limited to the land, the Shopping Center, the Vacant Land Parcels, the Religious Site, the forty-si)( (46) residential buildings, the eight (8) parking garages, the power plant and the sports club/community center. 31. "Vacant Land Parcels" means the seven undeveloped parcels of land that were par of Starrett City and were later conveyed to Spring Creek. 32. "Wells Fargo" means Wells Fargo Ban, N.A. and its predecessors, successors, parents, subsidiaries, divisions and affiliates (including Wachovia Ban NA and its affiliates), and any present or former agents, officers, members, managers, employees, and representatives and every person or entity acting or purorting to act on its behalf. 33. "Communication" means every maner of transmitting or receiving facts, information, thoughts or opinions, whether written, oral or by any other means, including, but not limited to, all memoranda, notices of meetings, conversations by telephone calls, records of conversations or messages, whether in writing or upon any mechanical, electrical or electronic recording devices, oral conversations and statements, electronic mail, te)(t messages, or instant messages. 34. "Concerning" shall be construed to mean referring to, concerning, indicating, reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning, evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing 529301.2 6 upon, regarding, made in connection with or by reason of, deriving or arising from, constituting in whole or in par, and being a draft, copy or summar of in whole or in part. 35. "Document" is used in the broadest sense and means any written, recorded, transcribed, punched, videotaped, audiotaped, filmed or graphic matter, however produced or reproduced, including, but not limited to, all original, and all non-identical copies and drafts of: agreements; communications, including intracompany communications; correspondence; facsimile transmissions; electronic mail; telegrams; telephone bils and records; telephone messages; cables; memoranda; records; books; sumaries or records of personal conversations or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements; accountants' work papers; work papers; graphs; chars; maps; spreadsheets; E)(cel sheets; diagrams; blueprints; tables; indices; pictures; recordings; tapes; microfilms; charges; accounts; analytical records; minutes or records of meetings or conferences; reports and/or sumaries of interviews or investigations; opinions or reports of consultants; appraisals; reports and/or summaries of negotiations; brochures; pamphlets; circulars; trade letters; press releases; contracts; e)(hibits to contracts; riders to contracts; stenographic, handwritten or any other notes; projections, forecasts or other forward-looking statements; working papers; checks, front and back, check stubs or receipts; wire transfers; invoice vouchers; tape data sheets; data processing cards; magnetic or optical media or disks; te)(t messages; and instant messages. 36. "Person" or "persons" means any natural person, corporation, partnership, proprietorship, association, organization, public authority, municipal corporation, state governent, local government, all governental bodies and all other legal entities. 529301.2 7 37. The term "and" also means "or" and the term "or" shall also mean "and," as necessary to bring within the scope of the Request Documents that might otherwise be construed to be outside of its scope. 38. The term "each" shall be construed to include the ordinary meaning ofthe word "every" and "every" shall be construed to include the ordinary meaning of the word "all" and "all" shall be construed to include the ordinary meaning of the word "any." "And" as well as "or" shall be construed either disjunctively or conjunctively so as to bring within the scope of the Request documents that might otherwise be construed to be outside of its scope. 39. The use of the singular form of any word shall include the plural and vice versa. INSTRUCTIONS i. This Request for production of documents (the "Request") seeks responsive documents created, drafted, edited, modified, received or obtained by you through the date of your response. 2. This Request applies to Documents in your possession, custody or control, regardless of whether such documents are held by you or your present or former affiiates, designees, agents, employees, managers, owners, parnerships, representatives, attorneys, or any other entity or person. 3. Where any copy of any document, the production of which is requested, is not identical to any other copy thereof, by reason of any alterations, marginal notes, comments, or material contained therein or attached thereto, or otherwise, all such non-identical copies shall be produced separately. 529301.2 8 4. Documents that respond, in whole or in par, to any portion of any ofthese Requests shall be produced in their entirety, without abbreviation or redaction, including all attachments and enclosures. 5. You are instructed either to produce documents as they are kept in the usual course of business, or to produce documents organized and labeled to correspond with the categories in these Requests. In producing documents, documents that are physically attached to each other when located for production shall be left so attached. Documents that are segregated or separated from other documents, whether by inclusion of binders, fies, subfies, or by use of dividers, tabs or any other method, shall be left so segregated or separated. Documents shall be retained in the order in which they were maintained, in the fie where found. If no documents e)(ist that are responsive to a paricular Request, you shall so state in writing. 6. With respect to any document Request that is withheld because of any privilege, please provide the information described in Section 3122(b) of the New York Civil Practices Laws and Rules. If any document or any portion of any document requested herein is withheld from production, including any claim of a privilege, in sufficient detail to permit the Court to adjudicate the validity of your withholding the document. Identify each document so withheld by providing at least the following information: a. the type of document (memorandum, letter, report, etc.); b. the date of the document; c. the title and subject matter of the document; d. the identity and position of the author, the addressee, and all recipients of the document; and e. a statement of the nature of the legal privilege (including work product) claimed. 529301.2 9 7. If a portion of an otherwise responsive document contains information subject to a claim of privilege, those portions of the document subject to the claim of privilege shall be deleted or redacted from the document, the deleted or redacted portions shall be clearly marked as such, and the rest of the document shall be produced. 8. In the event that you contend that any of these Requests are objectionable, in whole or in par, state with paricularity each such objection and the bases therefor, and respond to the remainder of the document requests to the e)(tent that you are not objecting to it. 9. Pursuant to CPLR 310 1 (h), these Requests are to be deemed continuing in nature and you are obliged to produce responsive documents and to supplement your production whenever additional documents are located or their e)(istence ascertained. DOCUMENTS TO BE PRODUCED 1. Organizational documents concerning DD/Shopping, SK/Shopping, and Spring Creek, including but not limited to certificates of organization, operating agreements, partnership agreements and all amendments thereto, by-laws and organizational charts. 2. Documents sufficient to identify the members of DD/Shopping, SK/Shopping and Spring Creek and the managing member of LP/Shopping at all times since inception. 3. Documents concerning financial statements, internal control letters, representation letters, reports to management and management responses prepared by, for, or on behalf ofDD/ Shopping, SK/Shopping or Spring Creek. 4. Copies of all insurance policies for which Spring Creek, DD/Shopping and SK/Shopping are or were an insured, including but not limited to errors and omissions insurance and directors' and offcers' liability insurance. 529301.2 10 5. Documents concerning any insurance claims made by any of the Defendants regarding any of the claims or counterclaims asserted in this litigation. 6. Copies of Spring Creek's, DD/Shopping's and SK/Shopping's tal returs for years 2009 and 2010. 7. Documents concerning any audit of Spring Creek, DD/Shopping or SK/Shopping by any governent entity, including but not limited to the IRS. 8. Documents concerning the value of Starrett City or any portion thereof, between 2006 and the present, including but not limited to appraisals, internal analyses, property insurance policies, statements of values or market estimates prepared by any consultant, brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 9. Documents concerning Preservation, the Preservation Agreement, Rudman or Kuplesky. 10. Documents concerning the Omnibus Assignments. 11. Documents concerning the possible sale or refinancing of Starett City or any portion thereof, including but not limited to documents concerning internal communications and analyses, and documents concerning communications with bans or other lenders, governental agencies or potential buyers. 12. Documents concerning the Refinancing, including but not limited to closing documents, commitment agreements, term sheets, checks, wire transfers, documents concerning 529301.2 11 the transfer of any assets or interests from SCA and documents concerning the use of all cash proceeds of the Refinancing. 13. Documents concerning funds, assets, interests, ta)( or other benefits and any other distributions or other items of value (collectively, "Assets") transferred to Spring Creek in connection with or subsequent to the Refinancing, including but not limited to documents concerning the determination of the type and amount of such Assets to be transferred. 14. Documents concerning Assets transferred among or between any ofthe Defendants after December 15,2009, including but not limited to documents concerning the determination of the type and amount of such Assets to be transferred. 15. Documents concerning Assets transferred from Spring Creek, DD/Shopping or SK/Shopping to any person or entity, including but not limited to documents concerning the determination of the type and amount of such Assets to be transferred. 16. Documents concerning the potential use, development, sale or refinancing of the Shopping Center. 17. Documents concerning the value of the Shopping Center or any portion thereof, including but not limited to appraisals, internal analyses, property insurance policies, statements of values or market estimates prepared by any consultant, brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 18. Documents concerning the potential or actual conveyance(s) of the Shopping Center, including but not limited to documents concerning the reasons for any such 529301.2 12 conveyance(s) and the receipt of any Assets by Deane, Carol Deane, SKI, Spring Creek, DD/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais, Preservation, Rudman, or Kuplesky in connection with or as a result of such conveyance(s). 19. Documents concerning the potential use, development, sale or refinancing of any of the Vacant Land Parcels. 20. Documents concerning the value of any of the Vacant Land Parcels, including but not limited to appraisals, internal analyses, property insurance policies, statements of values or market estimates prepared by any consultant, brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 21. Documents concerning the potential or actual conveyance( s) of any of the Vacant Land Parcels, including but not limited to documents concerning the reasons for any such conveyance(s) and the receipt of any Assets by Deane, Carol Deane, SKI, Spring Creek, DD/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais, Preservation, Rudman, or Kuplesky in connection with or as a result of such conveyance(s). 22. Documents concerning the donation or potential donation of the Religious Site, any of the Vacant Land Parcels or any portiones) thereof, including but not limited to tal analyses and documents identifying the individuals or entities who received ta)( deductions as a result of said donationes). 23. Documents concerning the reasons for starting Spring Creek, DD/Shopping and SK/Shopping. 529301.2 13 24. Documents concerning communications between SCA, Spring Creek or any person or entity acting on behalf of SCA or Spring Creek, on the one hand, and any member of Spring Creek, LP/Shopping or any member of LP/Shopping, on the other hand. 25. Documents concerning Spring Creek's accounting books and records, including but not limited to general ledgers, jourals, other records of accounts and records maintained on Quickbooks or any other electrically maintained accounting system. 26. Documents concerning the value of Spring Creek or any assets owned by Spring Creek, between 2006 and the present, including but not limited to appraisals, internal analyses, property insurance policies, statements of values or market estimates prepared by any consultant, brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 27. Documents concerning the value ofDD/Shopping and SK/Shopping or any assets owned by DD/Shopping and SK/Shopping, between 2006 and the present, including but not limited to appraisals, internal analyses, property insurance policies, statements of values or market estimates prepared by any consultant, brokerage firm or lending institution (including but not limited to CB Richard Ells, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 28. Calendars (electronic and/or paper) maintained by or on behalf of Deane, Carol Deane, Cur Deane, Clarke or Iris Sutz. 529301.2 14 29. Documents concerning Carol Deane's power or authority to act on Deane's behalf, including but not limited to any power of attorney. 30. Documents concerning payments made from Spring Creek or Grenadier, on the one hand, to Cork Management LLC or Woodward Management LLC, on the other. 31. Documents concerning payments made after December 16, 2009 to individuals employed by or associated with SCI, SCA, Grenadier or Recap Advisors, other than regular salary or payments calculated based on partnership or membership interests, including but not limited to payments to Poll, Felice Michetti, Iris Sutz, Jean Lerman, T.K. Rangan, Todd Trehubenko, Fell and/or any Deane family member (including but not limited to Deane, Carol Deane, Cur Deane and Clarke). 32. Documents concerning contracts entered into between Spring Creek, on the one hand, and Grenadier, Recap Advisors or Poll, on the other. 33. Documents concerning any defenses asserted or to be asserted in this lawsuit. Dated: New York, New York April 1, 2011 437 Madison Avenue, 35th Floor New York, New York 10022 (212) 907-7300 Attorneys for Plaintif 529301.2 15