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INDEX NO. 650159/2010
‘| NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 03/24/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
~*
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HARVEY RUDMAN and HAROLD KUPLESKY, Index No. 650159/10
on behalf of Each of Them Individually And
Derivatively,
Plaintiffs,
-against- DEFENDANTS’ FIRST
: NOTICE FOR DISCOVERY
CAROL GRAM DEANE, ESTATE OF DISQUE D. AND INSPECTION
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
LLC, SPRING CREEK PLAZA LLC, DD
SHOPPING CENTER LLC and SK SHOPPING
CENTER LLC,
Defendants.
eee nen nee nee e eee eee eee e eee neeeenes
PLEASE TAKE NOTICE that, pursuant to Article. 31 of the Civil Practice Law
and Rules, Defendants, by and through their undersigned attorneys, hereby request that
Plaintiffs produce, within thirty (30) days of receipt of this Notice, for Defendants’
inspection and copying at the law offices of Warner Partners, P.C., 950 Third Avenue,
32nd Flr., New York, New York 10022, all documents described herein that are within
the possession, custody or control of Plaintiffs in accordance with the definitions and
instructions set forth below.
a
DEFINITIONS
As used herein, the following terms have the following meanings:
1. The term "communication" means the transmittal of information (in the form of
facts, ideas, inquiries or otherwise) and any records concerning such transmittal,
including any documents or materials exchanged, obtained, received or transmitted
therewith.
2. The terms "concerning" or "relating to" mean relating to, concerning in any way,
referring to, reflecting, recording, memorializing, showing, mentioning, supporting,
regarding, describing, evidencing or constituting, either directly or indirectly.
3. The terms "document” or "documents" mean any written, printed or recorded
matter of any kind, including but not limited to: all writings and recordings, including the
originals and all non-identical copies, whether different from the original by reason of any
notation made on such copies or otherwise (including but without limitation to email and
attachments, correspondence, memoranda, notes, diaries, minutes, statistics, letters,
telegrams, minutes, contracts, reports, studies, checks, statements, tags, labels, invoices,
brochures, periodicals, telegrams, receipts, returns, summaries, pamphlets, books,
interoffice and intraoffice communications, offers, notations of any sort of conversations,
working papers, applications, permits, file wrappers, indices, telephone calls, meetings or
printouts, teletypes, telefax, invoices, worksheets, and all drafts, alterations,
modifications, changes and amendments of any of the foregoing), graphic or aural
representations of any kind (including without limitation photographs, charts, microfiche,
microfilm, videotape, recordings, motion pictures, plans, drawings, surveys), and
electronic, mechanical, magnetic, optical or electric records or representations of any kind
(including without limitation computer files and programs, tapes, cassettes, discs,
recordings, audio systems, audiotapes and discs, back up data, cell phone memory, chat
rooms, computer users’ cookie files, databases, deleted information, drives, email, email
attachments, embedded data, external hard drives or "thumb" drives, fax machines,
handheld wireless devices, hardware, images, instant messages, internet cache files,
internet data, internet service providers, intranets, laptops, memory sticks and flash
media, metadata, paging devices, personal computers, personal digital assistants, printers,
removable discs including floppy discs, CDs and DVDs, servers (external and internal),
software, temporary files, videotapes, voicemail, and word processing documents).
4, The terms "person" or "persons" mean any natural person, firm, association,
partnership, corporation or other form of legal, governmental or business entity, public or
private, and any present or former officer, director, partner, agent, employee or
representative of such entity.
5. The term "correspondence" means any letter, note, memorandum, report, notice,
facsimile transmission, e-mail transmission, and any document that was sent or received
from one or more persons to one or more persons, regardless of authorship or origin,
including that which was directed as a copy.
6. The terms "and" and "or" are used interchangeably and mean and are to be
construed either disjunctively or conjunctively as necessary to bring within the scope of
the discovery request any and all responses that might otherwise be construed to be
outside of the respondent's scope, and are to be read as requiring and requesting a broader
and expanded range of inclusive documents and shall not be interpreted or construed to be
exclusive in any manner.
7. In order to bring within the scope of these document requests all conceivably
relevant and responsive documents that might otherwise be construed to be outside their
scope:
a. the singular of each word shall be construed to include its plural and vice
versa;
b. the words "all," "any," "each" and "every" shall each be construed as all,
any, each and every;
c. the word "including" shall mean “including without limitation", and
d. whenever used herein, the past tense shall include the present tense, and
vice versa, and any reference to any gender includes the other gender.
8. The term "identify" (or a request to provide an “identity") when used with
respect to a Person means to state the full name, current, or if not available, last known
address, telephone number and affiliation with any parties to this action. "Identify" (or
request to provide and "identify") when used with respect to a document means to state
the author(s), date, recipient(s), type, subject matter and any bates or other identifying
number for the document.
a
9, All other names or terms herein not specifically defined or identified shail have
the same meaning as is commonly understood and referred to by and among the parties.
10. The term "Plaintiffs," "you," or "your" means, unless otherwise specified,
Harvey Rudman and Harold Kuplesky, and each of their affiliates, subsidiaries,
predecessors, successors, and all employees, agents, attorneys, accountants,
representatives and other persons who acted, or purported to act, on its behalf.
11. The term "Complaint" refers to the Second Amended Complaint filed by
Plaintiffs in this action.
12. The term "Defendants" refers to Carol Gram Deane, Disque D, Deane, Salt
Kettle LLC, St. Gervais LLC, Starrett City Preservation LLC, DD Spring Creek LLC, SK
Spring Creek LLC, Spring Creek Plaza LLC, DD Shopping Center LLC and SK
Shopping Center LLC.
13. The term "Answer" refers to the Answers filed by Defendants in this action.
14, The term "SCA" refers to Starrett City Associates LP.
15. The term "Kramer Levin" refers to the law firm of Kramer Levin Nafitalis &
Frankel LLP.
16. The term "Sixteenth Amendment" refers to the Sixteenth Amendment to the
Second Amended and Restated Agreement of Limited Partnership for SCA.
17. The reference to “Paragraph” means the numbered paragraph in the Second
Amended Compiaint of Plaintiffs.
INSTRUCTIONS
1. These requests cover all documents in, or subject to, your possession, custody,
or control, including all documents that you have the effective ability to obtain, that are
responsive, in whole or in part, to this request. All documents should be produced in the
manner in which they are kept in the usual course of business, or organized and labeled to
correspond to the categories specified herein to which they are responsive.
2. Unless otherwise specified, each document request shall be construed
independently, and no request limits the scope of any other document request.
3. You are to produce any and all drafts and copies of each document that are
responsive to any request, and all copies of such documents that are not identical in any
respect, including, but not limited to, copies containing handwritten notes, markings,
stamps or interlineations.
4. You are to produce any and all drafts and copies of each document that are
responsive to any request, and all copies of such documents that are not identical in any
respect, including, but not limited to, copies containing handwritten notes, markings,
stamps or interlineations.
5. If any document is not produced because of a claim of privilege, then a list is to
be furnished identifying as to each document so withheld (i) the nature of the privilege
(including work product) which is being claimed, (ii) the type of document, (iii) the
subject matter of the document, (iv) the date of the document, (v) the author(s) of the
document and (vi) the addressee(s) and recipient(s) of the document.
6. If any document has not been produced because it has been destroyed, then
state (a) the contents thereof; (b) a description thereof, including the date, author and
addresses, if any; (c) the date of such loss, misplacement or destruction; (d) the person
who destroyed the document; (e) the person who ordered its destruction; and (f) the
location of any copy thereof.
7, These document requests shall be deemed continuing so as to require prompt
and supplemental production or response if additional documents or information are
obtained between the time of initial production or response and the time of hearing or
trial, to the extent that such obligation may be imposed under Article 31 of the CPLR.
DOCUMENTS REQUESTED
1. All documents relating to communications by, between or among Plaintiffs,
Defendants or Kramer Levin concerning the drafting of the Limited Liability Company
Agreement of Starrett City Preservation LLC.
2. All documents concerning communications by, between or among Plaintiffs,
Defendants or Kramer Levin concerning the drafting of the Omnibus Assignments
executed by Disque D. Deane and Salt Kettle, LLC.
3. All documents in the possession of Plaintiffs or their agents taken by Rudman
from the custody and possession of Disque D. Deane and the Deane Group and described
wen
in a letter from one of Plaintiffs’ attorneys (Jacqueline Veit, Esq.) as “reflecting business
information of [various] Deane entities, as well as . . . personal information concerning
[Disque D.] Deane or his family members.”
4. All documents supporting the claim by Plaintiffs in Paragraph 2 that “Rudman
and Kuplesky brought decades of pertinent experience to the management and operation
of Starrett City” (emphasis added).
5. All documents supporting or concerning the allegation in Paragraph 3 that
“limited partners in [SCA] . . . began to pressure the Deanes, and in particular Disque
Deane, to relinquish his position as Managing General Partner of SCA.”
6. All documents supporting or concerning the allegation in Paragraph 4 that SCA
“increased the general partners’ share of certain distributions” in order to increase
benefits under the management incentive agreement referenced in Paragraph 4.
7. All documents supporting or concerning the allegation in Paragraph 5
elucidating the “clear purpose” referred to and the meaning of “upside” as used in this
Paragraph.
8. All documents supporting or concerning the allegation in Paragraph 12 that
Preservation was "established solely as a means of enabling the general partners to share
their economic interests in SCA with the management team of Starrett City, including
Plaintiffs."
9. All documents relating to communications by, between and among the Limited
Partners of SCA concerning Disque D. Deane's ability to remain as MGP.
10. All documents supporting or concerning the allegation in Paragraph 16 that
Deane gained his substantial share of Starrett City from limited partners “for far less than
the MGP’s believed was the value of such interests.”
11. All documents supporting or concerning the allegation in Paragraph 28 that
Rudman was recruited by Deane for inter alia “his first hand experience gained from
previously residing in another large regulated housing complex.”
12, All documents supporting or concerning the allegation in Paragraph 29 of all
of the assistance in multiple areas provided by Rudman to Deane.
13. All documents supporting or concerning the allegation in Paragraph 30 that
Kuplesky was “recruited by Deane in 1999,”
14. All documents supporting or concerning the allegation in Paragraph 34 that
Deane “frequently bragged about his dictatorial control and methods.”
15. All documents supporting or concerning the allegation in Paragraph 35 that
[bJeginning in or around 2000 . . . limited partners of SCA began questioning [Deane’s]
ability to remain as MGP” and “expressed concern about management stability and a
succession plan for the MGP.”
16. All documents supporting the allegation in Paragraph 38 of the Complaint that
Plaintiffs were “viewed as objective by these constituencies” and that the Deanes
“announced to the Plaintiffs and limited partners of SCA" that if Deane
remained as MGP, they would create and fund a management incentive program for the
Plaintiffs.
17. All documents concerning Defendants! alleged communications with SCA‘'s
Limited Partners concerning a management incentive program.
18. All documents supporting the allegation in Paragraph 39 of the Complaint that
Carol Gram Deane and Disque D. Deane told the limited partners that the MGP’s and
SKI's increased share in the residual interest in SCA would be used to fund the incentive
compensation payments to the management team.
19. All documents supporting or concerning the allegation in Paragraph 40 of the
Complaint that Carol Deane and Deane told limited partners of SCA that the increased
residual interest “will compensate my office management for the future very difficult
period."
20. The document in which Deane wrote to SCA limited partners that the
Sixteenth Amendment would "create a residual incentive for the SCA staff" and is "in
your interest because it incentivizes the SCA staff to develop creative proposals for
privatization” as alleged in Paragraph 40 of the Complaint.
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21, All documents supporting the allegation in Paragraph 40 of the Complaint that
"Deane authorized Rudman to advise other SCA partners that Deane ‘will not personally
benefit from this amendment but it will serve as the basis of assuring continuity of
management. um
22, All documents supporting the allegation in Paragraph 40 of the Complaint that
limited partners were told by Carol Deane that “out of the GP's [general partners']
position, Rudman and his team would be entitled to share in the future sale or refinancing
proceeds."
23. All documents supporting the allegation in Paragraph 40 of the Complaint that
a limited partner expressed to Carol Gram Deane, Disque D. Deane and Rudman his
desire "for Harvey Rudman and his team to have a real incentive to produce a profitable
sale or refinancing of Starrett,” and that he was "interested in giving maximum motivation
to [Rudman] and his colleagues rather than to [Deane]" with the proposed amendment.
24, All documents referred to in Paragraph 40 of the Complaint.
25. All documents concerning the drafting, negotiation or approval by SCA's
Limited Partners of the Sixteenth Amendment to the Second Amended and Restated
Agreement of Limited Partnership for SCA.
26. All documents concerning alleged communications between Defendants and
SCA's Limited Partners concerning the Sixteenth Amendment.
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27, All documents supporting or concerning the allegation in Paragraph 42
regarding Deane’s alleged “estate-planning purposes” claim.
28. All documents concerning the allegation in Paragraph 45 of the Complaint that
after Deane's stroke, the limited partners intensified their “pressure” on the Deane family
to confirm in writing its succession plan and the management incentive arrangement that
had been promised to the management team, including Plaintiffs.
29. All documents relating to the drafting of footnote | to the audited SCA/SCI
consolidated Financial Statements for 2006, 2007 and 2008.
30. All documents supporting or concerning the allegation in Paragraph 58 of the
Complaint that “governmental regulators, lenders and limited partners” relied on the
audited SCA/SCI consolidated Financial Statements, “including in connection with the
Refinancing.”
31. All documents supporting or concerning the allegation in Paragraph 60 of the
Complaint that Plaintiffs engaged in "considerable efforts" to enable SCA to enter into a
transaction that would allow SCA to access the equity that had built up in the property
since the 1970s.
32, All documents supporting or concerning the allegation in Paragraph 60 of the
Complaint that a refinancing of Starrett City was discussed between and among the MGP
(including through Carol Deane, Mary Clarke, and Curt Deane), Plaintiffs, governmental
agencies and officials, and others.
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33. All documents supporting or concerning the allegation in Paragraph 61 that
“Plaintiffs assisted and participated in substantially all aspects of” the efforts referred to.
34. Ail documents supporting the allegation in Paragraph 62 of the Complaint that
plaintiffs "provided extraordinary efforts in connection with the sale process."
35. All documents supporting the allegation in Paragraph 64 of the Complaint that
during the second half of 2007, the MGP, the Plaintiffs, or consultants retained by the
MGP explored the option of refinancing.
36. All documents constituting analyses related to a refinancing of Starrett City
referred to in Paragraph 64 of the Complaint.
37. All documents reflecting the discussions that occurred internally, with
counsel, and with city, state and federal regulators with respect to refinancing as alleged
in Paragraph 64 of the Complaint.
38. All documents relating to the September 2007 meeting with the Commissioner
of several government agencies alleged in Paragraph 64 of the Complaint.
39. All documents supporting or concerning the allegation in Paragraph 65 of the
Complaint that throughout early 2008, negotiations took place between the MGP,
Plaintiffs and pertinent regulators with respect to a refinancing of SCA.
40. All documents supporting or concerning the allegation in Paragraph 66 of the
Complaint that Plaintiffs "worked to put the federal subsidies in place pursuant to the
MOU for a... refinancing."
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41, All documents supporting or concerning the allegation in Paragraph 67 of the
Complaint that the MGP "turned his attention to . . . refinancing.”
42. All documents supporting or concerning the allegation in Paragraph 67
regarding the “first round of offers” referred to being lower than before and evidencing
the contents of said “first round of offers.”
43. All financial analyses of a potential refinancing of Starrett City prepared in the
summer and fall of 2008, as alleged in Paragraph 68.
44. All documents reflecting discussions between the MGP and Wachovia Bank
concerning the possibility of refinancing Starrett City, as alleged in Paragraph 68.
45. All documents that the October 2008 MOU served as basis for a refinancing,
as alleged in Paragraph 68.
46. All documents that support or concern the allegation in Paragraph 69 of the
Complaint that the MGP sought to pursue a refinancing simultaneous to the due diligence
being conducted by the purchaser whose offer was accepted in late 2008.
47. The MGP's public announcement in February 2009 that Starrett City would be
refinanced, as alleged in Paragraph 70.
48. All documents supporting or concerning the allegation in Paragraph 72 that a
"concrete" plan for an approximately $500 million refinancing was in place in early April
2009.
49. All documents reflecting efforts by Plaintiffs to refinance Starrett City.
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50. All documents evidencing that prior to December 15, 2008 "discussions began
that resulted in a funding event," as “funding event” is used in the Preservation
Agreement.
51. Plaintiffs' 2008 and 2009 Federal and State Income Tax Returns,
52. All documents supporting or concerning the allegation in Paragraph 89 that
Preservation is required to distribute an “ownership interest in Spring Creek” not reduced
to cash.
53. The February 13, 2009 communication to Kuplesky that he ceased being a
member of Cork and the Board of Preservation as of December 15, 2008, as alleged in
Paragraph 93.
54, Any written communication to Rudman that he ceased being a member of
Cork and the Board of Preservation as of May 31, 2009.
55. All documents reflecting communication between Kuplesky and SCA Limited
Partners after December 15, 2008,
56. All documents reflecting communication between Rudman and SCA Limited
Partners after April 29, 2009.
57. All documents supporting or concerning the allegation in Paragraph 95 that
Kuplesky’s Sharing Ratio should be 11.63% “because discussions began that resulted in
the Refinancing prior to December 15, 2008, and also before February 13, 2009.”
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58, All documents that relate to Plaintiffs’ responses to Defendants' First Set of
Interrogatories.
59. All documents concerning any expert, including, without limitation, any report
or writing by such expert concerning any aspect of this action, any analysis conducted by
such expert, work product, and any correspondence regarding such expert or between
such expert and you
60. Ail documents on which you intend to rely in the prosecution of this action,
Dated: New York, New York
March 24, 2011
WARNER PARTNERS, P.C
Aitorneys for Defendants Estate of Disque
D. Deane by Carol G. Deane as Temporary
Executrix, Salt Kettle LLC, St. Gervais
LLC, DD Spring Creek LLC, SK Spring
Creek LLC, DD Shopping Center LLC and
SK Shopping Cenier LLC
By: CS Wed)
——E. Warmer
We
950 Third Avenue, 32" Floor
New York, NY 10022
Tel: 212-593-8000
Baty
NEWMAN & GREENBERG
Attorneys for Carol Gram Deane
t
By:
Richard A. Greenberg
950 Third Avenue, 32°! Floor
New York, NY 10022
Tel: 212-308-7900
16
Preview
INDEX NO. 650159/2010 ‘| NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 03/24/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ~* aoe HARVEY RUDMAN and HAROLD KUPLESKY, Index No. 650159/10 on behalf of Each of Them Individually And Derivatively, Plaintiffs, -against- DEFENDANTS’ FIRST : NOTICE FOR DISCOVERY CAROL GRAM DEANE, ESTATE OF DISQUE D. AND INSPECTION 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 LLC, SPRING CREEK PLAZA LLC, DD SHOPPING CENTER LLC and SK SHOPPING CENTER LLC, Defendants. eee nen nee nee e eee eee eee e eee neeeenes PLEASE TAKE NOTICE that, pursuant to Article. 31 of the Civil Practice Law and Rules, Defendants, by and through their undersigned attorneys, hereby request that Plaintiffs produce, within thirty (30) days of receipt of this Notice, for Defendants’ inspection and copying at the law offices of Warner Partners, P.C., 950 Third Avenue, 32nd Flr., New York, New York 10022, all documents described herein that are within the possession, custody or control of Plaintiffs in accordance with the definitions and instructions set forth below. a DEFINITIONS As used herein, the following terms have the following meanings: 1. The term "communication" means the transmittal of information (in the form of facts, ideas, inquiries or otherwise) and any records concerning such transmittal, including any documents or materials exchanged, obtained, received or transmitted therewith. 2. The terms "concerning" or "relating to" mean relating to, concerning in any way, referring to, reflecting, recording, memorializing, showing, mentioning, supporting, regarding, describing, evidencing or constituting, either directly or indirectly. 3. The terms "document” or "documents" mean any written, printed or recorded matter of any kind, including but not limited to: all writings and recordings, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copies or otherwise (including but without limitation to email and attachments, correspondence, memoranda, notes, diaries, minutes, statistics, letters, telegrams, minutes, contracts, reports, studies, checks, statements, tags, labels, invoices, brochures, periodicals, telegrams, receipts, returns, summaries, pamphlets, books, interoffice and intraoffice communications, offers, notations of any sort of conversations, working papers, applications, permits, file wrappers, indices, telephone calls, meetings or printouts, teletypes, telefax, invoices, worksheets, and all drafts, alterations, modifications, changes and amendments of any of the foregoing), graphic or aural representations of any kind (including without limitation photographs, charts, microfiche, microfilm, videotape, recordings, motion pictures, plans, drawings, surveys), and electronic, mechanical, magnetic, optical or electric records or representations of any kind (including without limitation computer files and programs, tapes, cassettes, discs, recordings, audio systems, audiotapes and discs, back up data, cell phone memory, chat rooms, computer users’ cookie files, databases, deleted information, drives, email, email attachments, embedded data, external hard drives or "thumb" drives, fax machines, handheld wireless devices, hardware, images, instant messages, internet cache files, internet data, internet service providers, intranets, laptops, memory sticks and flash media, metadata, paging devices, personal computers, personal digital assistants, printers, removable discs including floppy discs, CDs and DVDs, servers (external and internal), software, temporary files, videotapes, voicemail, and word processing documents). 4, The terms "person" or "persons" mean any natural person, firm, association, partnership, corporation or other form of legal, governmental or business entity, public or private, and any present or former officer, director, partner, agent, employee or representative of such entity. 5. The term "correspondence" means any letter, note, memorandum, report, notice, facsimile transmission, e-mail transmission, and any document that was sent or received from one or more persons to one or more persons, regardless of authorship or origin, including that which was directed as a copy. 6. The terms "and" and "or" are used interchangeably and mean and are to be construed either disjunctively or conjunctively as necessary to bring within the scope of the discovery request any and all responses that might otherwise be construed to be outside of the respondent's scope, and are to be read as requiring and requesting a broader and expanded range of inclusive documents and shall not be interpreted or construed to be exclusive in any manner. 7. In order to bring within the scope of these document requests all conceivably relevant and responsive documents that might otherwise be construed to be outside their scope: a. the singular of each word shall be construed to include its plural and vice versa; b. the words "all," "any," "each" and "every" shall each be construed as all, any, each and every; c. the word "including" shall mean “including without limitation", and d. whenever used herein, the past tense shall include the present tense, and vice versa, and any reference to any gender includes the other gender. 8. The term "identify" (or a request to provide an “identity") when used with respect to a Person means to state the full name, current, or if not available, last known address, telephone number and affiliation with any parties to this action. "Identify" (or request to provide and "identify") when used with respect to a document means to state the author(s), date, recipient(s), type, subject matter and any bates or other identifying number for the document. a 9, All other names or terms herein not specifically defined or identified shail have the same meaning as is commonly understood and referred to by and among the parties. 10. The term "Plaintiffs," "you," or "your" means, unless otherwise specified, Harvey Rudman and Harold Kuplesky, and each of their affiliates, subsidiaries, predecessors, successors, and all employees, agents, attorneys, accountants, representatives and other persons who acted, or purported to act, on its behalf. 11. The term "Complaint" refers to the Second Amended Complaint filed by Plaintiffs in this action. 12. The term "Defendants" refers to Carol Gram Deane, Disque D, Deane, Salt Kettle LLC, St. Gervais LLC, Starrett City Preservation LLC, DD Spring Creek LLC, SK Spring Creek LLC, Spring Creek Plaza LLC, DD Shopping Center LLC and SK Shopping Center LLC. 13. The term "Answer" refers to the Answers filed by Defendants in this action. 14, The term "SCA" refers to Starrett City Associates LP. 15. The term "Kramer Levin" refers to the law firm of Kramer Levin Nafitalis & Frankel LLP. 16. The term "Sixteenth Amendment" refers to the Sixteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership for SCA. 17. The reference to “Paragraph” means the numbered paragraph in the Second Amended Compiaint of Plaintiffs. INSTRUCTIONS 1. These requests cover all documents in, or subject to, your possession, custody, or control, including all documents that you have the effective ability to obtain, that are responsive, in whole or in part, to this request. All documents should be produced in the manner in which they are kept in the usual course of business, or organized and labeled to correspond to the categories specified herein to which they are responsive. 2. Unless otherwise specified, each document request shall be construed independently, and no request limits the scope of any other document request. 3. You are to produce any and all drafts and copies of each document that are responsive to any request, and all copies of such documents that are not identical in any respect, including, but not limited to, copies containing handwritten notes, markings, stamps or interlineations. 4. You are to produce any and all drafts and copies of each document that are responsive to any request, and all copies of such documents that are not identical in any respect, including, but not limited to, copies containing handwritten notes, markings, stamps or interlineations. 5. If any document is not produced because of a claim of privilege, then a list is to be furnished identifying as to each document so withheld (i) the nature of the privilege (including work product) which is being claimed, (ii) the type of document, (iii) the subject matter of the document, (iv) the date of the document, (v) the author(s) of the document and (vi) the addressee(s) and recipient(s) of the document. 6. If any document has not been produced because it has been destroyed, then state (a) the contents thereof; (b) a description thereof, including the date, author and addresses, if any; (c) the date of such loss, misplacement or destruction; (d) the person who destroyed the document; (e) the person who ordered its destruction; and (f) the location of any copy thereof. 7, These document requests shall be deemed continuing so as to require prompt and supplemental production or response if additional documents or information are obtained between the time of initial production or response and the time of hearing or trial, to the extent that such obligation may be imposed under Article 31 of the CPLR. DOCUMENTS REQUESTED 1. All documents relating to communications by, between or among Plaintiffs, Defendants or Kramer Levin concerning the drafting of the Limited Liability Company Agreement of Starrett City Preservation LLC. 2. All documents concerning communications by, between or among Plaintiffs, Defendants or Kramer Levin concerning the drafting of the Omnibus Assignments executed by Disque D. Deane and Salt Kettle, LLC. 3. All documents in the possession of Plaintiffs or their agents taken by Rudman from the custody and possession of Disque D. Deane and the Deane Group and described wen in a letter from one of Plaintiffs’ attorneys (Jacqueline Veit, Esq.) as “reflecting business information of [various] Deane entities, as well as . . . personal information concerning [Disque D.] Deane or his family members.” 4. All documents supporting the claim by Plaintiffs in Paragraph 2 that “Rudman and Kuplesky brought decades of pertinent experience to the management and operation of Starrett City” (emphasis added). 5. All documents supporting or concerning the allegation in Paragraph 3 that “limited partners in [SCA] . . . began to pressure the Deanes, and in particular Disque Deane, to relinquish his position as Managing General Partner of SCA.” 6. All documents supporting or concerning the allegation in Paragraph 4 that SCA “increased the general partners’ share of certain distributions” in order to increase benefits under the management incentive agreement referenced in Paragraph 4. 7. All documents supporting or concerning the allegation in Paragraph 5 elucidating the “clear purpose” referred to and the meaning of “upside” as used in this Paragraph. 8. All documents supporting or concerning the allegation in Paragraph 12 that Preservation was "established solely as a means of enabling the general partners to share their economic interests in SCA with the management team of Starrett City, including Plaintiffs." 9. All documents relating to communications by, between and among the Limited Partners of SCA concerning Disque D. Deane's ability to remain as MGP. 10. All documents supporting or concerning the allegation in Paragraph 16 that Deane gained his substantial share of Starrett City from limited partners “for far less than the MGP’s believed was the value of such interests.” 11. All documents supporting or concerning the allegation in Paragraph 28 that Rudman was recruited by Deane for inter alia “his first hand experience gained from previously residing in another large regulated housing complex.” 12, All documents supporting or concerning the allegation in Paragraph 29 of all of the assistance in multiple areas provided by Rudman to Deane. 13. All documents supporting or concerning the allegation in Paragraph 30 that Kuplesky was “recruited by Deane in 1999,” 14. All documents supporting or concerning the allegation in Paragraph 34 that Deane “frequently bragged about his dictatorial control and methods.” 15. All documents supporting or concerning the allegation in Paragraph 35 that [bJeginning in or around 2000 . . . limited partners of SCA began questioning [Deane’s] ability to remain as MGP” and “expressed concern about management stability and a succession plan for the MGP.” 16. All documents supporting the allegation in Paragraph 38 of the Complaint that Plaintiffs were “viewed as objective by these constituencies” and that the Deanes “announced to the Plaintiffs and limited partners of SCA" that if Deane remained as MGP, they would create and fund a management incentive program for the Plaintiffs. 17. All documents concerning Defendants! alleged communications with SCA‘'s Limited Partners concerning a management incentive program. 18. All documents supporting the allegation in Paragraph 39 of the Complaint that Carol Gram Deane and Disque D. Deane told the limited partners that the MGP’s and SKI's increased share in the residual interest in SCA would be used to fund the incentive compensation payments to the management team. 19. All documents supporting or concerning the allegation in Paragraph 40 of the Complaint that Carol Deane and Deane told limited partners of SCA that the increased residual interest “will compensate my office management for the future very difficult period." 20. The document in which Deane wrote to SCA limited partners that the Sixteenth Amendment would "create a residual incentive for the SCA staff" and is "in your interest because it incentivizes the SCA staff to develop creative proposals for privatization” as alleged in Paragraph 40 of the Complaint. 10 21, All documents supporting the allegation in Paragraph 40 of the Complaint that "Deane authorized Rudman to advise other SCA partners that Deane ‘will not personally benefit from this amendment but it will serve as the basis of assuring continuity of management. um 22, All documents supporting the allegation in Paragraph 40 of the Complaint that limited partners were told by Carol Deane that “out of the GP's [general partners'] position, Rudman and his team would be entitled to share in the future sale or refinancing proceeds." 23. All documents supporting the allegation in Paragraph 40 of the Complaint that a limited partner expressed to Carol Gram Deane, Disque D. Deane and Rudman his desire "for Harvey Rudman and his team to have a real incentive to produce a profitable sale or refinancing of Starrett,” and that he was "interested in giving maximum motivation to [Rudman] and his colleagues rather than to [Deane]" with the proposed amendment. 24, All documents referred to in Paragraph 40 of the Complaint. 25. All documents concerning the drafting, negotiation or approval by SCA's Limited Partners of the Sixteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership for SCA. 26. All documents concerning alleged communications between Defendants and SCA's Limited Partners concerning the Sixteenth Amendment. fl aon 27, All documents supporting or concerning the allegation in Paragraph 42 regarding Deane’s alleged “estate-planning purposes” claim. 28. All documents concerning the allegation in Paragraph 45 of the Complaint that after Deane's stroke, the limited partners intensified their “pressure” on the Deane family to confirm in writing its succession plan and the management incentive arrangement that had been promised to the management team, including Plaintiffs. 29. All documents relating to the drafting of footnote | to the audited SCA/SCI consolidated Financial Statements for 2006, 2007 and 2008. 30. All documents supporting or concerning the allegation in Paragraph 58 of the Complaint that “governmental regulators, lenders and limited partners” relied on the audited SCA/SCI consolidated Financial Statements, “including in connection with the Refinancing.” 31. All documents supporting or concerning the allegation in Paragraph 60 of the Complaint that Plaintiffs engaged in "considerable efforts" to enable SCA to enter into a transaction that would allow SCA to access the equity that had built up in the property since the 1970s. 32, All documents supporting or concerning the allegation in Paragraph 60 of the Complaint that a refinancing of Starrett City was discussed between and among the MGP (including through Carol Deane, Mary Clarke, and Curt Deane), Plaintiffs, governmental agencies and officials, and others. 12 33. All documents supporting or concerning the allegation in Paragraph 61 that “Plaintiffs assisted and participated in substantially all aspects of” the efforts referred to. 34. Ail documents supporting the allegation in Paragraph 62 of the Complaint that plaintiffs "provided extraordinary efforts in connection with the sale process." 35. All documents supporting the allegation in Paragraph 64 of the Complaint that during the second half of 2007, the MGP, the Plaintiffs, or consultants retained by the MGP explored the option of refinancing. 36. All documents constituting analyses related to a refinancing of Starrett City referred to in Paragraph 64 of the Complaint. 37. All documents reflecting the discussions that occurred internally, with counsel, and with city, state and federal regulators with respect to refinancing as alleged in Paragraph 64 of the Complaint. 38. All documents relating to the September 2007 meeting with the Commissioner of several government agencies alleged in Paragraph 64 of the Complaint. 39. All documents supporting or concerning the allegation in Paragraph 65 of the Complaint that throughout early 2008, negotiations took place between the MGP, Plaintiffs and pertinent regulators with respect to a refinancing of SCA. 40. All documents supporting or concerning the allegation in Paragraph 66 of the Complaint that Plaintiffs "worked to put the federal subsidies in place pursuant to the MOU for a... refinancing." 13 41, All documents supporting or concerning the allegation in Paragraph 67 of the Complaint that the MGP "turned his attention to . . . refinancing.” 42. All documents supporting or concerning the allegation in Paragraph 67 regarding the “first round of offers” referred to being lower than before and evidencing the contents of said “first round of offers.” 43. All financial analyses of a potential refinancing of Starrett City prepared in the summer and fall of 2008, as alleged in Paragraph 68. 44. All documents reflecting discussions between the MGP and Wachovia Bank concerning the possibility of refinancing Starrett City, as alleged in Paragraph 68. 45. All documents that the October 2008 MOU served as basis for a refinancing, as alleged in Paragraph 68. 46. All documents that support or concern the allegation in Paragraph 69 of the Complaint that the MGP sought to pursue a refinancing simultaneous to the due diligence being conducted by the purchaser whose offer was accepted in late 2008. 47. The MGP's public announcement in February 2009 that Starrett City would be refinanced, as alleged in Paragraph 70. 48. All documents supporting or concerning the allegation in Paragraph 72 that a "concrete" plan for an approximately $500 million refinancing was in place in early April 2009. 49. All documents reflecting efforts by Plaintiffs to refinance Starrett City. 14 50. All documents evidencing that prior to December 15, 2008 "discussions began that resulted in a funding event," as “funding event” is used in the Preservation Agreement. 51. Plaintiffs' 2008 and 2009 Federal and State Income Tax Returns, 52. All documents supporting or concerning the allegation in Paragraph 89 that Preservation is required to distribute an “ownership interest in Spring Creek” not reduced to cash. 53. The February 13, 2009 communication to Kuplesky that he ceased being a member of Cork and the Board of Preservation as of December 15, 2008, as alleged in Paragraph 93. 54, Any written communication to Rudman that he ceased being a member of Cork and the Board of Preservation as of May 31, 2009. 55. All documents reflecting communication between Kuplesky and SCA Limited Partners after December 15, 2008, 56. All documents reflecting communication between Rudman and SCA Limited Partners after April 29, 2009. 57. All documents supporting or concerning the allegation in Paragraph 95 that Kuplesky’s Sharing Ratio should be 11.63% “because discussions began that resulted in the Refinancing prior to December 15, 2008, and also before February 13, 2009.” 15 58, All documents that relate to Plaintiffs’ responses to Defendants' First Set of Interrogatories. 59. All documents concerning any expert, including, without limitation, any report or writing by such expert concerning any aspect of this action, any analysis conducted by such expert, work product, and any correspondence regarding such expert or between such expert and you 60. Ail documents on which you intend to rely in the prosecution of this action, Dated: New York, New York March 24, 2011 WARNER PARTNERS, P.C Aitorneys for Defendants Estate of Disque D. Deane by Carol G. Deane as Temporary Executrix, Salt Kettle LLC, St. Gervais LLC, DD Spring Creek LLC, SK Spring Creek LLC, DD Shopping Center LLC and SK Shopping Cenier LLC By: CS Wed) ——E. Warmer We 950 Third Avenue, 32" Floor New York, NY 10022 Tel: 212-593-8000 Baty NEWMAN & GREENBERG Attorneys for Carol Gram Deane t By: Richard A. Greenberg 950 Third Avenue, 32°! Floor New York, NY 10022 Tel: 212-308-7900 16