Preview
FILED: NEW YORK COUNTY CLERK 04/04/2011 INDEX NO. 650159/2010
NYSCEF DOC. NO. 47 RECEIVED NYSCEF: 04/04/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
---- ---- -- - - -- --------- ----- --- --- - --------- ------- --- ---- -- ---- -- )(
HARVEY RUDMAN and HAROLD KUPLESKY, Inde)( No. 650159110
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 SPRING CREEK LLC, SK SPRING
CREEK LLC, SPRING CREEK PLAZA
LLC, DD SHOPPING CENTER LLC and
SK SHOPPING CENTER LLC,
Defendants.
- ---------- ------- --- --- ---- -- ---- ------ ---- -------- ------ ------ -- )(
PLAINTIFFS' FIRST REQUEST FOR PRODUCTION OF DOCUMENTS
TO ALL DEFENDANTS EXCEPT 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 Starrett City Preservation
LLC, demand that Defendants Carol Gram Deane, The Estate of Disque D. Deane by Carol
Gram Deane, as Temporary E)(ecutri)(, Salt Kettle LLC, St. Gervais LLC, Starett City
Preservation LLC, DD Spring Creek LLC, SK Spring Creek LLC, DD Shopping Center LLC,
and SK Shopping Center LLC produce the following documents for inspection and copying, in
accordance with the instructions and definitions set forth below, at the offces of Golenbock
Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, 35th Floor, New York, New York
529378.1 1
10022, not later than May 20,2011, as set forth in the February 24,2011 Preliminary Conference
Order.
DEFINITIONS
1. The "Authorization" means the Authorization and Consent signed by Carol Deane
as the Operating Manager of St. Gervais, effective January 1, 2006.
2. "Carol Deane" means Defendant Carol Gram Deane and every person or entity
acting or purporting to act on her behalf.
3. "Cinquegrana" means R. Jack Cinquegrana, the law firm of Choate Hall &
Stewart and every person or entity acting or purporting to act on behalf of either of them.
4. "Clarke" means Mary Clarke and every person or entity acting or purporting to
act on her behalf.
5. "Curt Deane" means Curt Deane and every person or entity acting or purporting
to act on his behalf.
6. "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 purporting to act on its behalf.
7. "DO/Shopping" means Defendant DD Shopping Center 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), and every person or entity acting or purporting to act on its behalf.
8. "Deane" means Disque D. Deane, the Estate of Disque D. Deane, and every
person or entity acting or purporting to act on behalf of him or his Estate.
529378.1 2
9. "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 any direct or indirect
ownership interest.
10. "Department of Labor" means the New York State Department of Labor 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 purporting to act on its behalf.
11. "DHCR" means New York State Division of Housing and Community Renewal
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 purporting to act on its behalf.
12. The "Eighteenth Amendment" means the Eighteenth Amendment to the Second
Amended and Restated Agreement of Limited Parnership for SCA.
13. "Fell" means G. Martin Fell and every person or entity acting or purporting to act
on his behalf.
14. "FHA" means the Federal Housing Administration 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
purporting to act on its behalf.
15. "Grenadier" means Grenadier Realty Corp. 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
purorting to act on its behalf.
529378.1 3
16. "HF A" means the New York State Housing Finance Agency and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, 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.
17. "HPD" means the New York City Department of Housing Preservation &
Development 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.
18. "HUD" means the U.S. Department of Housing and Urban Development and its
predecessors, successors, parents, subsidiaries, divisions and affiliates, 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.
19. "IRS" means the Internal Revenue Service and its predecessors, successors,
parents, subsidiaries, divisions and affliates, 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.
20. "Kuplesky" means Plaintiff Harold Kuplesky and every person or entity acting or
purporting to act on his behalf.
21. "LP/Shopping" means SC LP Shopping Center LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiiates, and any present or former agents,
offcers, general partners, limited partners, managers, employees, and representatives, and every
person or entity acting or purporting to act on its behalf.
529378.1 4
22. The "Nineteenth Amendment" means the Nineteenth Amendment to the Second
Amended and Restated Agreement of Limited Parnership for SCA.
23. The "Omnibus Assignments" means the Omnibus Assignments signed and
delivered by Deane and SKI to Plaintiffs, dated Januar 1,2006.
24. "Poll" means Robert Poll and every person or entity acting or purporting to act on
his behalf, including but not limited to Poll Financial LLC and King Spoke Financial LLC.
25. "Preservation" means Defendant Starrett City Preservation LLC and its
predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former
agents, offcers, members, managers, employees, and representatives (including without
limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every
person or entity acting or purporting to act on its behalf.
26. The "Preservation Agreement" means the Limited Liability Company Agreement
of Starrett City Preservation LLC, entered into as of January 1, 2006.
27. "Preservation Payments" means the checks issued from Preservation to Rudman
in the amounts $3,025,574.80 and $1,762,396.77 and the checks issues from Preservation to
Kuplesky in the amounts $703,481.41 and $409,777.80.
28. "PwC" means PricewaterhouseCoopers and its predecessors, successors, parents,
subsidiaries, divisions and affliates, 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.
29. "Recap Advisors" means Recap Real Estate Advisors, including CAS Financial
Advisory Services, and its predecessors, successors, parents, subsidiaries, divisions and affliates,
529378.1 5
and any present or former agents, officers, members, managers, employees, and representatives,
and every person or entity acting or purporting to act on its behalf.
30. The "Refinancing" means the appro)(imately $531.4 milion refinancing of the
Starrett 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.
31. "Religious Site" means the yeshiva site that was formerly part of Starrett City.
32. "Rudman" means Plaintiff Harvey Rudman and every person or entity acting or
purporting to act on his behalf.
33. "SCA" means Starrett City Associates LP and its predecessors, successors,
parents, subsidiaries, divisions and affliates, and any present or former agents, officers, general
partners, limited partners, managers, employees, and representatives (including without
limitation Deane, Carol Deane, Curt Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell),
and every person or entity acting or purporting to act on its behalf.
34. "SCA General Partner" means Disque D. Deane (in his former capacity as general
parner or managing general partner of SCA, but not in his capacity as an SCA limited partner),
SKI, DD/SCA and/or SK/SCA.
35. "SCI" means Starrett 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,
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.
529378.1 6
36. "Sharing Ratio" has the same meaning that it has in Article II of the Preservation
Agreement.
37. "Shopping Center" means the shopping center site that was formerly par of
Starett City and was later conveyed to Spring Creek.
38. The "Si)(teenth Amendment" means the Si)(teenth Amendment to the Second
Amended and Restated Agreement of Limited Parnership for SCA.
39. "SKI" means Defendant Salt Kettle LLC and its predecessors, successors, parents,
subsidiaries, divisions and affliates, and any present or former agents, offcers, 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 purporting to act
on its behalf.
40. "SK/SCA" means Defendant SK Spring Creek LLC and its predecessors,
successors, parents, subsidiaries, divisions and affliates, and any present or former agents,
offcers, 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.
41. "SK/Shopping" means SK Shopping Center 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 SKI and St.
Gervais), and every person or entity acting or purporting to act on its behalf.
42. "Spring Creek" means Defendant Spring Creek Plaza LLC 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 purporting to act on its behalf.
529378.1 7
43. "St. Gervais" means Defendant St. Gervais 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, Carol
Deane, Curt Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purporting to
act on its behalf.
44. "Starrett City" means the Starrett 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.
45. "Vacant Land Parcels" means the seven undeveloped parcels ofland that were
part of Starrett City and were later conveyed to Spring Creek.
46. "Wells Fargo" means Wells Fargo Bank, N.A. and its predecessors, successors,
parents, subsidiaries, divisions and affliates (including Wachovia Bank NA and its 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.
47. "Communication" means every manner 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.
48. "Concerning" shall be construed to mean referring to, concerning, indicating,
reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning,
529378.1 8
evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing
upon, regarding, made in connection with or by reason of, deriving or arising from, constituting
in whole or in part, and being a draft, copy or summary of in whole or in part.
49. "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; summaries or records of personal conversations
or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements;
accountants' work papers; work papers; graphs; charts; 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 summaries 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.
50. "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.
529378.1 9
51. 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.
52. The term "each" shall be construed to include the ordinary meaning of the 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.
53. The use of the singular form of any word shall include the plural and vice versa.
INSTRUCTIONS
1. 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, partnerships, 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.
529378.1 10
4. Documents that respond, in whole or in part, to any portion of any of these
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 particular 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.
529378.1 11
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 part, 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 3101 (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 Preservation, SCA, SKI, St. Gervais,
DD/SCA, SK/SCA, DD/Shopping, SKIS hopping, and Spring Creek, including but not limited to
certificates of organization, operating agreements, partnership agreements and all amendments
thereto, by-laws and organizational chars.
2. Documents suffcient to identify the members of Preservation, SKI, St. Gervais,
DD/SCA, SK/SCA, DD/Shopping, SK/Shopping and Spring Creek and the managing member of
LP/Shopping at all times since January 1,2006.
3. Documents sufficient to identify the general partners of SCA during each period
of time since January 1,2006.
4. Documents concerning financial statements, internal control letters, representation
letters, reports to management and management responses prepared by, for, or on behalf of
529378.1 12
Preservation, SCA, SKI, St. Gervais, DD/SCA, SK/SCA, DD/Shopping, SK/Shopping and
Spring Creek between January 1, 2006 and the present.
5. Documents concerning SCA or SCI management meetings, including but not
limited to meeting minutes, between January 1, 2006 and the present.
6. Copies of all insurance policies for which any entity Defendant or Deane, as
managing general partner of SCA, is or was an insured in effect between January 1, 2006 and the
present, including but not limited to errors and omissions insurance and directors' and officers'
liability insurance.
7. Documents concerning any insurance claims made by any of the Defendants
regarding any of the claims or counterclaims asserted in this litigation.
8. Copies of each of the Defendants' ta)( returns for years 2009 and 2010.
9. Documents concerning communications between any representative of SCI or
SCA and PwC between January 1, 2008 and the present.
10. Documents concerning any audit of SCA, SCI, or any of the entity Defendants by
any governent entity, including but not limited to the IRS, between January 1, 2005 and the
present.
11. 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 Ellis, Recap
Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation
529378.1 13
spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family
member.
12. Documents reflecting the rent structure for the Starrett City residential housing
units, between January 1, 2008 and the present, including but not limited to any rent subsidies.
13. Documents concerning K-l ta)( forms issued by SCA to its general partners for
ta)( years 2006 through 2010.
14. Documents concerning the Si)(teenth Amendment, including but not limited to
documents concerning the purpose, negotiation, drafting or interpretation of any provision of the
Si)(teenth Amendment.
15. Documents concerning the process of obtaining approval of the Si)(teenth
Amendment, including but not limited to communications seeking approval from any partner of
SCA.
16. Documents concerning the Preservation Agreement, including but not limited to
documents concerning the purpose, negotiation, drafting or interpretation of any provision of the
Preservation Agreement.
17. Documents concerning the Omnibus Assignments.
18. Documents concerning communications between SCA or any of its
representatives, on one hand, and its accountants, on the other, relating to Rudman, Kuplesky,
the Preservation Agreement, the Omnibus Assignments and/or footnotes in the SCA/SCI
Consolidated Financial Statements or the SCA partnership ta)( returns for ta)( years 2006 through
2010 referring to the Preservation Agreement or the Omnibus Assignments.
19. Documents concerning the Authorization.
529378.1 14
20. Documents concerning Deane's performance as Managing General Partner of
SCA, including but not limited to concerns or criticism regarding his performance between
January 1,2000 and the present.
21. Documents concerning any potential, proposed or agreed upon management
incentive arrangement for Rudman, Kuplesky and/or Fell.
22. Documents concerning any SCA General Partner's ownership share in SCA,
including but not limited to documents concerning the value of such share.
23. Documents concerning any potential or actual increase in any SCA General
Parner's ownership share in SCA, or in the percentage share of distributions.
24. Documents concerning the Eighteenth Amendment, including but not limited to
documents concerning the purpose, negotiation, drafting or interpretation of any provision of the
Eighteenth Amendment.
25. Documents concerning the process of obtaining approval of the Eighteenth
Amendment, including but not limited to communications seeking approval from any partner of
SCA.
26. Documents concerning the Nineteenth Amendment, including but not limited to
documents concerning the purpose, negotiation, drafting or interpretation of any provision of the
Nineteenth Amendment.
27. Documents concerning the process of obtaining approval of the Nineteenth
Amendment, including but not limited to communications seeking approval from any partner of
SCA.
529378.1 15
28. Documents concerning the possible sale or refinancing of Starrett City or any
portion thereof, including but not limited to documents concerning internal communications and
analyses, and documents concerning communications with banks or other lenders, governental
agencies or potential buyers.
29. Documents concerning meetings between representatives of SCA and
governental agencies, including but not limited to FHA, HF A, DHCR, HPD and/or HUD,
between January 1,2007 and December 31, 2009.
30. Documents concerning the Memorandum of Understanding ("MOU") e)(ecuted in
May 2008 by SCA, SCI and governent regulators, including but not limited to the drafting,
negotiation, re-negotiation, circulation and communication of the MOU, and any amendments or
e)(tensions thereto.
31. Documents concerning the Refinancing, including but not limited to closing
documents, commitment agreements, term sheets, checks, wire transfers, documents concerning
the transfer of any assets or interests from SCA and documents concerning the use of all cash
proceeds of the Refinancing.
32. Documents concerning communications between SCA, the Managing General
Partner of SCA, or any other person acting on behalf of SCA, on one hand, and all or any of the
limited partners of SCA, on the other hand, during the period from January 1, 2000 through the
present.
33. Documents concerning the Summary of Completed Refinancing and Solicitation
for Proposed Donation, dated on or about March 22,2010 ("Refinancing Summary"), including
but not limited to drafts and communications relating to the Refinancing Summary.
529378.1 16
34. Documents concerning the funds, assets, interests, ta)( or other benefits and any
other distributions or other items of value (collectively, "Assets") received by SCA in connection
with the Refinancing.
35. Documents concerning Assets received by each SCA General Partner in
connection with or as a result of the Refinancing, whether directly or through distributions or
transfers made by SCA, including but not limited to documents concerning the determination of
the type and amount of Assets to be transferred.
36. Documents concerning the amount or level of cash distributions SCA is permitted
to make to partners under applicable governent regulations subsequent to the Refinancing.
37. Documents concerning SCA's e)(pected or anticipated cash distributions to
partners in 2009 or thereafter.
38. Documents concerning distributions by SCA to any of
the SCA General Partners
in August 2010, including but not limited to the distribution of appro)(imately $358,200.
39. Documents concerning statutory dividends ofSCA that were earned or accrued
but have not been paid to any of the SCA General Partners, including but not limited to statutory
dividends that have been approved by, or have been submitted for approval to, a governent
agency.
40. Documents concerning Assets transferred from SCA to SKI, DD/SCA, SK/SCA,
Spring Creek, DD/Shopping, SK/Shopping or Deane, in his capacity as SCA General Partner,
between January 1, 2006 and the present, including but not limited to documents concerning the
determination of the type and amount of Assets to be transferred.
529378.1 17
41. Documents concerning Assets transferred among or between any of the
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.
42. Documents concerning any Assets transferred from any SCA General Partner to
any person or entity other than Preservation between January 1, 2006 and the present, including
but not limited to documents concerning the determination of the type and amount of such Assets
to be transferred.
43. Documents concerning capital improvements made to Starrett City in connection
with or subsequent to the Refinancing.
44. Documents concerning any reserves that were set aside from the proceeds of the
Refinancing and the use of any such reserves.
45. Documents concerning any escrowed funds from the proceeds of the Refinancing
and the use of any such escrowed funds.
46. Documents concerning the potential use, development, sale or refinancing of the
Shopping Center between January 1, 2006 and the present.
47. Documents concerning the value of the Shopping Center 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.
529378.1 18
48. Documents concerning the potential or actual conveyance(s) of the Shopping
Center, between January 1,2006 and the present, 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, DO/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais,
Preservation, Rudman, or Kuplesky in connection with or as a result of such conveyance(s).
49. Documents concerning the potential use, development, sale or refinancing of any
of the Vacant Land Parcels between January 1,2006 and the present.
50. Documents concerning the value of any of the Vacant Land Parcels, 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.
51. Documents concerning the potential or actual conveyance( s) of any of the Vacant
Land Parcels, between January 1, 2006 and the present, 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).
52. Documents concerning the potential use, development, sale or refinancing of the
Religious Site between January 1, 2006 and the present.
529378.1 19
53. Documents concerning the value of the Religious Site 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., PwC, Kramer
Levin Naftalis & Frankel LLP and Fell), valuation spreadsheets prepared by Iris Sutz and
memoranda prepared by Deane or any Deane family member.
54. Documents concerning the potential or actual conveyance(s) of the Religious Site,
between January 1, 2006 and the present, 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).
55. 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 t~
analyses and documents identifying the individuals or entities who received ta)( deductions as a
result of said donationes).
56. Documents concerning the reasons for starting DD/SCA and SK/SCA.
57. Documents concerning the assignment by Deane to DD/SCA of all of his interests
and obligations as Managing General Partner of SCA.
58. Documents concerning the transfer of any Assets from Deane to DD/SCA.
59. Documents concerning the assignment by SKI to SK/SCA of all of SKI's interests
and obligations as SCA General Partner.
529378.1 20
60. Documents concerning the transfer of any Assets from SKI to SK/SCA.
61. Documents concerning the reasons for staring Spring Creek, DD/Shopping and
SK/Shopping.
62. 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.
63. Documents concerning Spring Creek's accounting books and records, including
but not limited to general ledgers, journals, other records of accounts and records maintained on
Quickbooks or any other electrically maintained accounting system.
64. 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.
65. 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.
66. Documents concerning the value ofDD/Shopping and SKIS hopping 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
529378.1 21
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.
67. Documents concerning Preservation's accounting books and records, including
but not limited to general ledgers, journals, other records of accounts and records maintained on
Quickbooks or any other electrically maintained accounting system.
68. Documents concerning Preservation's ta)( returns, including but not limited to
documents and work-papers in preparing same.
69. Documents concerning K-l ta)( forms issued by Preservation to its members,
including but not limited to documents and work-papers in preparing same.
70. Documents concerning reports prepared by or for Preservation with respect to
Preservation's financial condition and results of operations.
71. Documents concerning the capital accounts of Preservation's members.
72. Documents concerning meetings and Special Meetings of members of
Preservation, including but not l
Preview
FILED: NEW YORK COUNTY CLERK 04/04/2011 INDEX NO. 650159/2010 NYSCEF DOC. NO. 47 RECEIVED NYSCEF: 04/04/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ---- ---- -- - - -- --------- ----- --- --- - --------- ------- --- ---- -- ---- -- )( HARVEY RUDMAN and HAROLD KUPLESKY, Inde)( No. 650159110 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 SPRING CREEK LLC, SK SPRING CREEK LLC, SPRING CREEK PLAZA LLC, DD SHOPPING CENTER LLC and SK SHOPPING CENTER LLC, Defendants. - ---------- ------- --- --- ---- -- ---- ------ ---- -------- ------ ------ -- )( PLAINTIFFS' FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO ALL DEFENDANTS EXCEPT 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 Starrett City Preservation LLC, demand that Defendants Carol Gram Deane, The Estate of Disque D. Deane by Carol Gram Deane, as Temporary E)(ecutri)(, Salt Kettle LLC, St. Gervais LLC, Starett City Preservation LLC, DD Spring Creek LLC, SK Spring Creek LLC, DD Shopping Center LLC, and SK Shopping Center LLC produce the following documents for inspection and copying, in accordance with the instructions and definitions set forth below, at the offces of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, 35th Floor, New York, New York 529378.1 1 10022, not later than May 20,2011, as set forth in the February 24,2011 Preliminary Conference Order. DEFINITIONS 1. The "Authorization" means the Authorization and Consent signed by Carol Deane as the Operating Manager of St. Gervais, effective January 1, 2006. 2. "Carol Deane" means Defendant Carol Gram Deane and every person or entity acting or purporting to act on her behalf. 3. "Cinquegrana" means R. Jack Cinquegrana, the law firm of Choate Hall & Stewart and every person or entity acting or purporting to act on behalf of either of them. 4. "Clarke" means Mary Clarke and every person or entity acting or purporting to act on her behalf. 5. "Curt Deane" means Curt Deane and every person or entity acting or purporting to act on his behalf. 6. "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 purporting to act on its behalf. 7. "DO/Shopping" means Defendant DD Shopping Center 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), and every person or entity acting or purporting to act on its behalf. 8. "Deane" means Disque D. Deane, the Estate of Disque D. Deane, and every person or entity acting or purporting to act on behalf of him or his Estate. 529378.1 2 9. "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 any direct or indirect ownership interest. 10. "Department of Labor" means the New York State Department of Labor 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 purporting to act on its behalf. 11. "DHCR" means New York State Division of Housing and Community Renewal 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 purporting to act on its behalf. 12. The "Eighteenth Amendment" means the Eighteenth Amendment to the Second Amended and Restated Agreement of Limited Parnership for SCA. 13. "Fell" means G. Martin Fell and every person or entity acting or purporting to act on his behalf. 14. "FHA" means the Federal Housing Administration 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 purporting to act on its behalf. 15. "Grenadier" means Grenadier Realty Corp. 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 purorting to act on its behalf. 529378.1 3 16. "HF A" means the New York State Housing Finance Agency and its predecessors, successors, parents, subsidiaries, divisions and affiliates, 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. 17. "HPD" means the New York City Department of Housing Preservation & Development 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. 18. "HUD" means the U.S. Department of Housing and Urban Development and its predecessors, successors, parents, subsidiaries, divisions and affiliates, 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. 19. "IRS" means the Internal Revenue Service and its predecessors, successors, parents, subsidiaries, divisions and affliates, 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. 20. "Kuplesky" means Plaintiff Harold Kuplesky and every person or entity acting or purporting to act on his behalf. 21. "LP/Shopping" means SC LP Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affiiates, and any present or former agents, offcers, general partners, limited partners, managers, employees, and representatives, and every person or entity acting or purporting to act on its behalf. 529378.1 4 22. The "Nineteenth Amendment" means the Nineteenth Amendment to the Second Amended and Restated Agreement of Limited Parnership for SCA. 23. The "Omnibus Assignments" means the Omnibus Assignments signed and delivered by Deane and SKI to Plaintiffs, dated Januar 1,2006. 24. "Poll" means Robert Poll and every person or entity acting or purporting to act on his behalf, including but not limited to Poll Financial LLC and King Spoke Financial LLC. 25. "Preservation" means Defendant Starrett City Preservation LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, offcers, members, managers, employees, and representatives (including without limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every person or entity acting or purporting to act on its behalf. 26. The "Preservation Agreement" means the Limited Liability Company Agreement of Starrett City Preservation LLC, entered into as of January 1, 2006. 27. "Preservation Payments" means the checks issued from Preservation to Rudman in the amounts $3,025,574.80 and $1,762,396.77 and the checks issues from Preservation to Kuplesky in the amounts $703,481.41 and $409,777.80. 28. "PwC" means PricewaterhouseCoopers and its predecessors, successors, parents, subsidiaries, divisions and affliates, 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. 29. "Recap Advisors" means Recap Real Estate Advisors, including CAS Financial Advisory Services, and its predecessors, successors, parents, subsidiaries, divisions and affliates, 529378.1 5 and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purporting to act on its behalf. 30. The "Refinancing" means the appro)(imately $531.4 milion refinancing of the Starrett 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. 31. "Religious Site" means the yeshiva site that was formerly part of Starrett City. 32. "Rudman" means Plaintiff Harvey Rudman and every person or entity acting or purporting to act on his behalf. 33. "SCA" means Starrett City Associates LP and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, officers, general partners, limited partners, managers, employees, and representatives (including without limitation Deane, Carol Deane, Curt Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell), and every person or entity acting or purporting to act on its behalf. 34. "SCA General Partner" means Disque D. Deane (in his former capacity as general parner or managing general partner of SCA, but not in his capacity as an SCA limited partner), SKI, DD/SCA and/or SK/SCA. 35. "SCI" means Starrett 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, 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. 529378.1 6 36. "Sharing Ratio" has the same meaning that it has in Article II of the Preservation Agreement. 37. "Shopping Center" means the shopping center site that was formerly par of Starett City and was later conveyed to Spring Creek. 38. The "Si)(teenth Amendment" means the Si)(teenth Amendment to the Second Amended and Restated Agreement of Limited Parnership for SCA. 39. "SKI" means Defendant Salt Kettle LLC and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, offcers, 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 purporting to act on its behalf. 40. "SK/SCA" means Defendant SK Spring Creek LLC and its predecessors, successors, parents, subsidiaries, divisions and affliates, and any present or former agents, offcers, 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. 41. "SK/Shopping" means SK Shopping Center 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 SKI and St. Gervais), and every person or entity acting or purporting to act on its behalf. 42. "Spring Creek" means Defendant Spring Creek Plaza LLC 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 purporting to act on its behalf. 529378.1 7 43. "St. Gervais" means Defendant St. Gervais 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, Carol Deane, Curt Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purporting to act on its behalf. 44. "Starrett City" means the Starrett 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. 45. "Vacant Land Parcels" means the seven undeveloped parcels ofland that were part of Starrett City and were later conveyed to Spring Creek. 46. "Wells Fargo" means Wells Fargo Bank, N.A. and its predecessors, successors, parents, subsidiaries, divisions and affliates (including Wachovia Bank NA and its 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. 47. "Communication" means every manner 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. 48. "Concerning" shall be construed to mean referring to, concerning, indicating, reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning, 529378.1 8 evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing upon, regarding, made in connection with or by reason of, deriving or arising from, constituting in whole or in part, and being a draft, copy or summary of in whole or in part. 49. "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; summaries or records of personal conversations or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements; accountants' work papers; work papers; graphs; charts; 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 summaries 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. 50. "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. 529378.1 9 51. 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. 52. The term "each" shall be construed to include the ordinary meaning of the 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. 53. The use of the singular form of any word shall include the plural and vice versa. INSTRUCTIONS 1. 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, partnerships, 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. 529378.1 10 4. Documents that respond, in whole or in part, to any portion of any of these 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 particular 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. 529378.1 11 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 part, 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 3101 (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 Preservation, SCA, SKI, St. Gervais, DD/SCA, SK/SCA, DD/Shopping, SKIS hopping, and Spring Creek, including but not limited to certificates of organization, operating agreements, partnership agreements and all amendments thereto, by-laws and organizational chars. 2. Documents suffcient to identify the members of Preservation, SKI, St. Gervais, DD/SCA, SK/SCA, DD/Shopping, SK/Shopping and Spring Creek and the managing member of LP/Shopping at all times since January 1,2006. 3. Documents sufficient to identify the general partners of SCA during each period of time since January 1,2006. 4. Documents concerning financial statements, internal control letters, representation letters, reports to management and management responses prepared by, for, or on behalf of 529378.1 12 Preservation, SCA, SKI, St. Gervais, DD/SCA, SK/SCA, DD/Shopping, SK/Shopping and Spring Creek between January 1, 2006 and the present. 5. Documents concerning SCA or SCI management meetings, including but not limited to meeting minutes, between January 1, 2006 and the present. 6. Copies of all insurance policies for which any entity Defendant or Deane, as managing general partner of SCA, is or was an insured in effect between January 1, 2006 and the present, including but not limited to errors and omissions insurance and directors' and officers' liability insurance. 7. Documents concerning any insurance claims made by any of the Defendants regarding any of the claims or counterclaims asserted in this litigation. 8. Copies of each of the Defendants' ta)( returns for years 2009 and 2010. 9. Documents concerning communications between any representative of SCI or SCA and PwC between January 1, 2008 and the present. 10. Documents concerning any audit of SCA, SCI, or any of the entity Defendants by any governent entity, including but not limited to the IRS, between January 1, 2005 and the present. 11. 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 Ellis, Recap Advisors, Powers & Marshall, Wells Fargo, Greenwich Realty Advisors, Inc. and Fell), valuation 529378.1 13 spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 12. Documents reflecting the rent structure for the Starrett City residential housing units, between January 1, 2008 and the present, including but not limited to any rent subsidies. 13. Documents concerning K-l ta)( forms issued by SCA to its general partners for ta)( years 2006 through 2010. 14. Documents concerning the Si)(teenth Amendment, including but not limited to documents concerning the purpose, negotiation, drafting or interpretation of any provision of the Si)(teenth Amendment. 15. Documents concerning the process of obtaining approval of the Si)(teenth Amendment, including but not limited to communications seeking approval from any partner of SCA. 16. Documents concerning the Preservation Agreement, including but not limited to documents concerning the purpose, negotiation, drafting or interpretation of any provision of the Preservation Agreement. 17. Documents concerning the Omnibus Assignments. 18. Documents concerning communications between SCA or any of its representatives, on one hand, and its accountants, on the other, relating to Rudman, Kuplesky, the Preservation Agreement, the Omnibus Assignments and/or footnotes in the SCA/SCI Consolidated Financial Statements or the SCA partnership ta)( returns for ta)( years 2006 through 2010 referring to the Preservation Agreement or the Omnibus Assignments. 19. Documents concerning the Authorization. 529378.1 14 20. Documents concerning Deane's performance as Managing General Partner of SCA, including but not limited to concerns or criticism regarding his performance between January 1,2000 and the present. 21. Documents concerning any potential, proposed or agreed upon management incentive arrangement for Rudman, Kuplesky and/or Fell. 22. Documents concerning any SCA General Partner's ownership share in SCA, including but not limited to documents concerning the value of such share. 23. Documents concerning any potential or actual increase in any SCA General Parner's ownership share in SCA, or in the percentage share of distributions. 24. Documents concerning the Eighteenth Amendment, including but not limited to documents concerning the purpose, negotiation, drafting or interpretation of any provision of the Eighteenth Amendment. 25. Documents concerning the process of obtaining approval of the Eighteenth Amendment, including but not limited to communications seeking approval from any partner of SCA. 26. Documents concerning the Nineteenth Amendment, including but not limited to documents concerning the purpose, negotiation, drafting or interpretation of any provision of the Nineteenth Amendment. 27. Documents concerning the process of obtaining approval of the Nineteenth Amendment, including but not limited to communications seeking approval from any partner of SCA. 529378.1 15 28. Documents concerning the possible sale or refinancing of Starrett City or any portion thereof, including but not limited to documents concerning internal communications and analyses, and documents concerning communications with banks or other lenders, governental agencies or potential buyers. 29. Documents concerning meetings between representatives of SCA and governental agencies, including but not limited to FHA, HF A, DHCR, HPD and/or HUD, between January 1,2007 and December 31, 2009. 30. Documents concerning the Memorandum of Understanding ("MOU") e)(ecuted in May 2008 by SCA, SCI and governent regulators, including but not limited to the drafting, negotiation, re-negotiation, circulation and communication of the MOU, and any amendments or e)(tensions thereto. 31. Documents concerning the Refinancing, including but not limited to closing documents, commitment agreements, term sheets, checks, wire transfers, documents concerning the transfer of any assets or interests from SCA and documents concerning the use of all cash proceeds of the Refinancing. 32. Documents concerning communications between SCA, the Managing General Partner of SCA, or any other person acting on behalf of SCA, on one hand, and all or any of the limited partners of SCA, on the other hand, during the period from January 1, 2000 through the present. 33. Documents concerning the Summary of Completed Refinancing and Solicitation for Proposed Donation, dated on or about March 22,2010 ("Refinancing Summary"), including but not limited to drafts and communications relating to the Refinancing Summary. 529378.1 16 34. Documents concerning the funds, assets, interests, ta)( or other benefits and any other distributions or other items of value (collectively, "Assets") received by SCA in connection with the Refinancing. 35. Documents concerning Assets received by each SCA General Partner in connection with or as a result of the Refinancing, whether directly or through distributions or transfers made by SCA, including but not limited to documents concerning the determination of the type and amount of Assets to be transferred. 36. Documents concerning the amount or level of cash distributions SCA is permitted to make to partners under applicable governent regulations subsequent to the Refinancing. 37. Documents concerning SCA's e)(pected or anticipated cash distributions to partners in 2009 or thereafter. 38. Documents concerning distributions by SCA to any of the SCA General Partners in August 2010, including but not limited to the distribution of appro)(imately $358,200. 39. Documents concerning statutory dividends ofSCA that were earned or accrued but have not been paid to any of the SCA General Partners, including but not limited to statutory dividends that have been approved by, or have been submitted for approval to, a governent agency. 40. Documents concerning Assets transferred from SCA to SKI, DD/SCA, SK/SCA, Spring Creek, DD/Shopping, SK/Shopping or Deane, in his capacity as SCA General Partner, between January 1, 2006 and the present, including but not limited to documents concerning the determination of the type and amount of Assets to be transferred. 529378.1 17 41. Documents concerning Assets transferred among or between any of the 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. 42. Documents concerning any Assets transferred from any SCA General Partner to any person or entity other than Preservation between January 1, 2006 and the present, including but not limited to documents concerning the determination of the type and amount of such Assets to be transferred. 43. Documents concerning capital improvements made to Starrett City in connection with or subsequent to the Refinancing. 44. Documents concerning any reserves that were set aside from the proceeds of the Refinancing and the use of any such reserves. 45. Documents concerning any escrowed funds from the proceeds of the Refinancing and the use of any such escrowed funds. 46. Documents concerning the potential use, development, sale or refinancing of the Shopping Center between January 1, 2006 and the present. 47. Documents concerning the value of the Shopping Center 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. 529378.1 18 48. Documents concerning the potential or actual conveyance(s) of the Shopping Center, between January 1,2006 and the present, 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, DO/Shopping, SK/Shopping, DD/SCA, SK/SCA, St. Gervais, Preservation, Rudman, or Kuplesky in connection with or as a result of such conveyance(s). 49. Documents concerning the potential use, development, sale or refinancing of any of the Vacant Land Parcels between January 1,2006 and the present. 50. Documents concerning the value of any of the Vacant Land Parcels, 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. 51. Documents concerning the potential or actual conveyance( s) of any of the Vacant Land Parcels, between January 1, 2006 and the present, 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). 52. Documents concerning the potential use, development, sale or refinancing of the Religious Site between January 1, 2006 and the present. 529378.1 19 53. Documents concerning the value of the Religious Site 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., PwC, Kramer Levin Naftalis & Frankel LLP and Fell), valuation spreadsheets prepared by Iris Sutz and memoranda prepared by Deane or any Deane family member. 54. Documents concerning the potential or actual conveyance(s) of the Religious Site, between January 1, 2006 and the present, 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). 55. 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 t~ analyses and documents identifying the individuals or entities who received ta)( deductions as a result of said donationes). 56. Documents concerning the reasons for starting DD/SCA and SK/SCA. 57. Documents concerning the assignment by Deane to DD/SCA of all of his interests and obligations as Managing General Partner of SCA. 58. Documents concerning the transfer of any Assets from Deane to DD/SCA. 59. Documents concerning the assignment by SKI to SK/SCA of all of SKI's interests and obligations as SCA General Partner. 529378.1 20 60. Documents concerning the transfer of any Assets from SKI to SK/SCA. 61. Documents concerning the reasons for staring Spring Creek, DD/Shopping and SK/Shopping. 62. 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. 63. Documents concerning Spring Creek's accounting books and records, including but not limited to general ledgers, journals, other records of accounts and records maintained on Quickbooks or any other electrically maintained accounting system. 64. 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. 65. 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. 66. Documents concerning the value ofDD/Shopping and SKIS hopping 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 529378.1 21 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. 67. Documents concerning Preservation's accounting books and records, including but not limited to general ledgers, journals, other records of accounts and records maintained on Quickbooks or any other electrically maintained accounting system. 68. Documents concerning Preservation's ta)( returns, including but not limited to documents and work-papers in preparing same. 69. Documents concerning K-l ta)( forms issued by Preservation to its members, including but not limited to documents and work-papers in preparing same. 70. Documents concerning reports prepared by or for Preservation with respect to Preservation's financial condition and results of operations. 71. Documents concerning the capital accounts of Preservation's members. 72. Documents concerning meetings and Special Meetings of members of Preservation, including but not l