Preview
(FILED: NEW YORK COUNTY CLERK 05/27/2011) INDEX NO. 650159/2010
NYSCEF DOC. NO. 53 RECEIVED NYSCEF: 05/27/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
meee tenn nen en net nn anne n nen n ene nen nen nee n ren nn nes!
HARVEY RUDMAN and HAROLD KUPLESKY, Index No, 650159/10
on Behalf of Each of Them Individually And
On Behalf Of Starrett City Preservation LLC,
Derivatively,
Plaintiffs,
- against -
CAROL GRAM DEANE, THE ESTATE OF
DISQUE D. DEANE by CAROL G. DEANE,
as TEMPORARY EXECUTRIX, SALT
KETTLE LLC, ST. GERVAIS LLC,
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.
pannneee,
PLAINTIFFS’ OBJECTIONS AND RESPONSES TO DEFENDANTS’
FIRST NOTICE OF DISCOVERY AND INSPECTION
Plaintiffs Harvey Rudman and Harold Kuplesky (collectively, the “Plaintiffs”)
hereby object and respond to the Defendants’ First Notice for Discovery and Inspection (the
“Requests”) served by Defendants Carol Gram Deane, 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 Center LLC (collectively, the
“Requesting Parties”), dated March 24, 2011.
GENERAL OBJECTIONS
1 Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents not within their possession, custody or
control.
2. Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents that were prepared in anticipation of
litigation, that constitute attorney work product, that contain or pertain to attorney-client
communications, that constitute documents protected from disclosure, the common interest
doctrine, or that are otherwise privileged or protected from disclosure.
3 Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents containing proprietary and/or confidential
and/or private information absent production pursuant to an appropriate protective order.
4 Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents which are publicly available and/or are in the
possession custody or control of the Requesting Parties or their agents.
5 Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents that are not in the possession, custody or
control of Plaintiffs.
6. Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it seeks the production of documents that are not material or necessary to the
prosecution or defense of this action.
7
Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it attempts or purports to impose obligations exceeding those authorized or
imposed by the New York Civil Procedure Law and Rules or other applicable rules.
5319371
8 Plaintiffs object to each Request propounded by the Requesting Parties to
the extent that it fails to reasonably particularize each category of items sought to be produced or
to the extent that it is overbroad, unduly burdensome, oppressive, or calculated to harass and
annoy.
9 Each of these General Objections is incorporated by this reference into
each of the Specific Objections set forth below. The Specific Objections are made without
waiver of any of these General Objections.
10. Each response contained herein is subject to all objections as to relevance,
materiality, propriety and admissibility, and any and all other objections and grounds that would
require the exclusion of the documents requested thereby by the Requests, if such documents
were to be introduced at any hearing or trial of this matter. The fact that Plaintiffs produce
documents in response to any of the Requests is not intended and shall not be construed to be a
waiver by them of any objection to any such Requests.
SPECIFIC OBJECTIONS TO DEFINITIONS AND INSTRUCTIONS
DEFINITION NO. 10:
(i)The terms “Plaintiffs,” “you,” or “your” mean, 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.
OBJECTION TO DEFINITION NO. 10:
Plaintiffs object to Definition No. 10 to the extent that it seeks the production of
documents that are not in their possession, custody or control on the grounds that it imposes
burdens in responding to interrogatories beyond those imposed by the New York Civil Practice
Law and Rules.
531937.)
INSTRUCTION NO. 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.
OBJECTION TO INSTRUCTION NO. 6:
Plaintiffs object to Instruction No. 6 on the grounds that it is unduly burdensome,
if not impossible, to comply with and imposes burdens beyond those imposed by the New York
Civil Practice Law and Rules.
SPECIFIC RESPONSES
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 1
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 2
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
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REQU NO.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 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.”
RESPONSE TO REQUEST NO. 3
Plaintiffs object to Request No. 3 on the grounds that it mischaracterizes the
referenced letter; that no documents were “taken”; and that nothing was “taken . . . from the
custody and possession of Disque D. Deane.” Subject to, and without waiver of, the General
Objections and these specific objections, Plaintiffs will produce non-privileged documents in
their possession, custody or control, if any, responsive to this request.
RE! UEST NO. 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).
RESPONSE TO REQUEST NO. 4
Plaintiffs object to Request No. 4 on the grounds that it is overly broad and
unduly burdensome. Subject to, and without waiver of, the General Objections and this specific
objection, Plaintiffs will produce non-privileged documents in their possession, custody or
control, if any, responsive to this request.
REQUEST NO. 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.”
531937.)
RESPONSE TO REQUEST NO. 5
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 6
Plaintiffs object to Request No. 6 on the grounds that it is vague, ambiguous, and
misconstrues the allegation contained in Paragraph 4 of the Second Amended Complaint (the
“Complaint”). Subject to, and without waiver of, the General Objections and these specific
objections, Plaintiffs will produce non-privileged documents in their possession, custody or
control, if any, responsive to this request.
RE UEST NO. 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.
RESPONSE TO REQUEST NO. 7
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQU NO.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.”
531937.)
RESPONSE TO REQUEST NO. 8
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 9
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO 10
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 11
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
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REQUEST NO. 12
All documents supporting or concerning the allegation in Paragraph 29 of all of
the assistance in multiple areas provided by Rudman to Deane.
RESPONSE TO REQUEST NO. 12
Plaintiffs object to Request No. 12 on the ground that it is overbroad and unduly
burdensome. Subject to, and without waiver of, the General Objections and these specific
objections, Plaintiffs will produce non-privileged documents in their possession, custody or
control, if any, responsive to this request.
REQUEST NO. 13
All documents supporting or concerning the allegation in Paragraph 30 that
Kuplesky was “recruited by Deane in 1999.”
RESPONSE TO REQUEST NO. 13
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 14
All documents supporting or concerning the allegation in Paragraph 34 that Deane
“frequently bragged about his dictatorial control and methods.”
RESPONSE TO REQUEST NO. 14
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
531937.1
RESPONSE TO REQUEST NO. 15
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
RE! UEST NO. 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.
RESPONSE TO REQUEST NO. 16
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 17
All documents concerning Defendants’ alleged communications with SCA’s
Limited Partners concerning a management incentive program.
RESPONSE TO REQUEST NO. 17
Plaintiffs object to Request No. 17 on the grounds that it is vague and ambiguous.
Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs
will produce non-privileged documents in their possession, custody or control, if any, responsive
to this request.
REQUEST NO. 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.
531937.1
RESPONSE TO REQUEST NO. 18
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 19
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
RE UEST NO. 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.
RESPONSE TO REQUEST NO. 20
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
531937,1 10
RESPONSE TO REQUEST NO. 21
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 22
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 23
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 24
All documents referred to in Paragraph 40 of the Complaint.
RESPONSE TO REQUEST 24
Plaintiffs object to Request No. 24 on the grounds that is duplicative of Document
Request Nos. 18 through 22. Subject to, and without waiver of, the General Objections and this
531937.1 11
specific objection, Plaintiffs will produce non-privileged documents in their possession, custody
or control, if any, responsive to this request.
RE UEST NO. 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.
RESPONSE TO REQUEST NO. 25
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 26
All documents concerning alleged communications between Defendants and
SCA’s Limited Partners concerning the Sixteenth Amendment.
RESPONSE TO REQUEST NO. 26
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 27
All documents supporting or concerning the allegation in Paragraph 42 regarding
Deane’s alleged “estate-planning purposes” claim.
RESPONSE TO REQUEST NO. 27
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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
531937.1 12
confirm in writing its succession plan and the management incentive arrangement that had been
promised to the management team, including Plaintiffs.
RESPONSE TO REQUEST NO. 28
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 29
All documents relating to the drafting of footnote 1 to the audited SCA/SCI
consolidated Financial Statements for 2006, 2007 and 2008.
RESPONSE TO REQUEST NO. 29
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 30
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
531937.1 13
RESPONSE TO REQUEST NO. 31
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 32
Plaintiffs object to Request No. 32 on the grounds that it misconstrues the
allegations contained in Paragraph 60 of the Complaint. Subject to, and without waiver of, the
General Objections and this specific objection, Plaintiffs will produce non-privileged documents
in their possession, custody or control, if any, responsive to this request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 33
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 34
All documents supporting the allegation in Paragraph 62 of the Complaint that
plaintiffs “provided extraordinary efforts in connection with the sale process.”
531937.1 14
RESPONSE TO REQUEST NO. 34
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
RE UEST NO. 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.
RESPONSE TO REQUEST NO. 35
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 36
All documents constituting analyses related to a refinancing of Starrett City
referred to in Paragraph 64 of the Complaint.
RESPONSE TO REQUEST NO. 36
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 37
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
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REQUEST NO. 38
All documents relating to the September 2007 meeting with the Commissioners of
several government agencies alleged in Paragraph 64 of the Complaint.
RESPONSE TO REQUEST NO. 38
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 39
Plaintiffs object to Request No. 39 on the grounds that it misconstrues the
allegation contained in Paragraph 65 of the Complaint. Subject to, and without waiver of, the
General Objections and this specific objection, Plaintiffs will produce non-privileged documents
in their possession, custody or control, if any, responsive to this request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 40
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 41
All documents supporting or concerning the allegation in Paragraph 67 of the
Complaint that the MGP “turned his attention to . . . refinancing.”
5319371 16
RESPONSE TO REQUEST NO. 41
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 42
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 43
All financial analyses of a potential refinancing of Starrett City prepared in the
summer and fall of 2008, as alleged in Paragraph 68.
RESPONSE TO REQUEST NO. 43
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
RE UEST NO. 44
All documents reflecting discussions between the MGP and Wachovia Bank
concerning the possibility of refinancing Starrett City, as alleged in Paragraph 68.
RESPONSE TO REQUEST NO. 44
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
531937.) 17
REQUEST NO. 45
All documents that the October 2008 MOU served as basis for a refinancing, as
alleged in Paragraph 68.
RESPONSE TO REQUEST NO. 45
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 46
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 47
The MGP’s public announcement in February 2009 that Starrett City would be
refinanced, as alleged in Paragraph 70.
RESPONSE TO REQUEST NO. 47
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
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RESPONSE TO REQUEST NO. 48
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 49
All documents reflecting efforts by Plaintiffs to refinance Starrett City.
RESPONSE TO RE UEST NO. 49
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 50
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 51
Plaintiffs’ 2008 and 2009 Federal and State Income Tax Returns.
RESPONSE TO REQUEST NO. 51
Plaintiffs object to this request on the grounds that it seeks the production of
documents that are not material or necessary to the prosecution or defense of this action and that
are confidential and subject to a heightened level of protection from disclosure. Subject to the
General Objections and these specific objections, Plaintiffs will produce the Form K-1’s issued
by Preservation.
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REQUEST NO. 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.
RESPONSE TO REQUEST NO. 52
Plaintiffs object to Request No. 52 on the grounds that it is vague and ambiguous,
and includes concepts unrelated to the allegations in the Complaint. Subject to, and without
waiver of, the General Objections and these specific objections, Plaintiffs will produce non-
privileged documents in their possession, custody or control, if any, responsive to this request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 53
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 54
Any written communication to Rudman that he ceased being a member of Cork
and the Board of Preservation as of May 31, 2009.
RESPONSE TO REQUEST NO. 54
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this
request.
REQUEST NO. 55
All documents reflecting communication between Kuplesky and SCA Limited
Partners after December 15, 2008.
531937.1 20
RESPONSE TO REQUEST NO. 55
Plaintiffs object to Request No. 55 on the grounds that it seeks documents that are
not material or necessary to the prosecution or defense of this action. Subject to, and without
waiver of, the General Objections and this specific objection, Plaintiffs will produce non-
privileged documents in their possession, custody or control, if any, responsive to this request.
RE! UEST NO. 56
All documents reflecting communication between Rudman and SCA Limited
Partners after April 29, 2009.
RESPONSE TO REQUEST NO. 56
Plaintiffs object to Request No. 56 on the grounds that it seeks documents that are
not material or necessary to the prosecution or defense of this action. Subject to, and without
waiver of, the General Objections and this specific objection, Plaintiffs will produce non-
privileged documents in their possession, custody or control, if any, responsive to this request.
REQUEST NO. 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.”
RESPONSE TO REQUEST NO. 57
Subject to, and without waiver of, the General Objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this request.
REQUEST NO. 58
All documents that relate to Plaintiffs’ responses to Defendants’ First Set of
Interrogatories.
RESPONSE TO REQUEST NO. 58
Plaintiffs object to Request No. 58 on the grounds that it is overly broad and
unduly burdensome. Subject to, and without waiver of, the General Objections and these
5319371 21
specific objections, Plaintiffs respond that they will produce non-privileged documents in their
possession, custody or control, if any, responsive to this request.
REQUEST NO. 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.
RESPONSE TO REQUEST NO. 59
Plaintiffs object to Request No. 59 on the grounds that it is premature and
contrary to the rules applicable to this Court governing expert discovery. Subject to, and without
waiver of, the General Objections and these specific objections, Plaintiffs respond that they will
produce documents responsive to this request as required at the appropriate time.
REQUEST NO. 60
All documents on which you intend to rely in the prosecution of this action.
RESPONSE TO RE! UEST NO. 60
Plaintiffs object to Request No. 60 on the ground that it is premature. Subject to,
and without waiver of, the General Objections and these specific objections, Plaintiffs will produce
non-privileged documents in their possession, custody or control, if any, responsive to this request.
Dated: New York, New York GOLENBOCK EISEMAN ASSOR
May 25, 2011 BELL/& PESKOE
By
avid J} Eiseman
(a
ueline G. Veit
David Shamshovich
437 Madison Avenue, 35th Floor
New York, New York 10022
(212) 907-7300
Attorneys for Plaintiffs
531937.) 22
Preview
(FILED: NEW YORK COUNTY CLERK 05/27/2011) INDEX NO. 650159/2010 NYSCEF DOC. NO. 53 RECEIVED NYSCEF: 05/27/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK meee tenn nen en net nn anne n nen n ene nen nen nee n ren nn nes! HARVEY RUDMAN and HAROLD KUPLESKY, Index No, 650159/10 on Behalf of Each of Them Individually And On Behalf Of Starrett City Preservation LLC, Derivatively, Plaintiffs, - against - CAROL GRAM DEANE, THE ESTATE OF DISQUE D. DEANE by CAROL G. DEANE, as TEMPORARY EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS LLC, 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. pannneee, PLAINTIFFS’ OBJECTIONS AND RESPONSES TO DEFENDANTS’ FIRST NOTICE OF DISCOVERY AND INSPECTION Plaintiffs Harvey Rudman and Harold Kuplesky (collectively, the “Plaintiffs”) hereby object and respond to the Defendants’ First Notice for Discovery and Inspection (the “Requests”) served by Defendants Carol Gram Deane, 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 Center LLC (collectively, the “Requesting Parties”), dated March 24, 2011. GENERAL OBJECTIONS 1 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents not within their possession, custody or control. 2. Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents that were prepared in anticipation of litigation, that constitute attorney work product, that contain or pertain to attorney-client communications, that constitute documents protected from disclosure, the common interest doctrine, or that are otherwise privileged or protected from disclosure. 3 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents containing proprietary and/or confidential and/or private information absent production pursuant to an appropriate protective order. 4 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents which are publicly available and/or are in the possession custody or control of the Requesting Parties or their agents. 5 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents that are not in the possession, custody or control of Plaintiffs. 6. Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it seeks the production of documents that are not material or necessary to the prosecution or defense of this action. 7 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it attempts or purports to impose obligations exceeding those authorized or imposed by the New York Civil Procedure Law and Rules or other applicable rules. 5319371 8 Plaintiffs object to each Request propounded by the Requesting Parties to the extent that it fails to reasonably particularize each category of items sought to be produced or to the extent that it is overbroad, unduly burdensome, oppressive, or calculated to harass and annoy. 9 Each of these General Objections is incorporated by this reference into each of the Specific Objections set forth below. The Specific Objections are made without waiver of any of these General Objections. 10. Each response contained herein is subject to all objections as to relevance, materiality, propriety and admissibility, and any and all other objections and grounds that would require the exclusion of the documents requested thereby by the Requests, if such documents were to be introduced at any hearing or trial of this matter. The fact that Plaintiffs produce documents in response to any of the Requests is not intended and shall not be construed to be a waiver by them of any objection to any such Requests. SPECIFIC OBJECTIONS TO DEFINITIONS AND INSTRUCTIONS DEFINITION NO. 10: (i)The terms “Plaintiffs,” “you,” or “your” mean, 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. OBJECTION TO DEFINITION NO. 10: Plaintiffs object to Definition No. 10 to the extent that it seeks the production of documents that are not in their possession, custody or control on the grounds that it imposes burdens in responding to interrogatories beyond those imposed by the New York Civil Practice Law and Rules. 531937.) INSTRUCTION NO. 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. OBJECTION TO INSTRUCTION NO. 6: Plaintiffs object to Instruction No. 6 on the grounds that it is unduly burdensome, if not impossible, to comply with and imposes burdens beyond those imposed by the New York Civil Practice Law and Rules. SPECIFIC RESPONSES REQUEST NO. 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. RESPONSE TO REQUEST NO. 1 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 2 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. 5319371 REQU NO.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 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.” RESPONSE TO REQUEST NO. 3 Plaintiffs object to Request No. 3 on the grounds that it mischaracterizes the referenced letter; that no documents were “taken”; and that nothing was “taken . . . from the custody and possession of Disque D. Deane.” Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE! UEST NO. 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). RESPONSE TO REQUEST NO. 4 Plaintiffs object to Request No. 4 on the grounds that it is overly broad and unduly burdensome. Subject to, and without waiver of, the General Objections and this specific objection, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” 531937.) RESPONSE TO REQUEST NO. 5 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 6 Plaintiffs object to Request No. 6 on the grounds that it is vague, ambiguous, and misconstrues the allegation contained in Paragraph 4 of the Second Amended Complaint (the “Complaint”). Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE UEST NO. 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. RESPONSE TO REQUEST NO. 7 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQU NO.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.” 531937.) RESPONSE TO REQUEST NO. 8 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 9 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO 10 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 11 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. 5319371 REQUEST NO. 12 All documents supporting or concerning the allegation in Paragraph 29 of all of the assistance in multiple areas provided by Rudman to Deane. RESPONSE TO REQUEST NO. 12 Plaintiffs object to Request No. 12 on the ground that it is overbroad and unduly burdensome. Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 13 All documents supporting or concerning the allegation in Paragraph 30 that Kuplesky was “recruited by Deane in 1999.” RESPONSE TO REQUEST NO. 13 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 14 All documents supporting or concerning the allegation in Paragraph 34 that Deane “frequently bragged about his dictatorial control and methods.” RESPONSE TO REQUEST NO. 14 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” 531937.1 RESPONSE TO REQUEST NO. 15 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE! UEST NO. 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. RESPONSE TO REQUEST NO. 16 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 17 All documents concerning Defendants’ alleged communications with SCA’s Limited Partners concerning a management incentive program. RESPONSE TO REQUEST NO. 17 Plaintiffs object to Request No. 17 on the grounds that it is vague and ambiguous. Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. 531937.1 RESPONSE TO REQUEST NO. 18 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 19 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE UEST NO. 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. RESPONSE TO REQUEST NO. 20 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” 531937,1 10 RESPONSE TO REQUEST NO. 21 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 22 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 23 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 24 All documents referred to in Paragraph 40 of the Complaint. RESPONSE TO REQUEST 24 Plaintiffs object to Request No. 24 on the grounds that is duplicative of Document Request Nos. 18 through 22. Subject to, and without waiver of, the General Objections and this 531937.1 11 specific objection, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE UEST NO. 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. RESPONSE TO REQUEST NO. 25 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 26 All documents concerning alleged communications between Defendants and SCA’s Limited Partners concerning the Sixteenth Amendment. RESPONSE TO REQUEST NO. 26 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 27 All documents supporting or concerning the allegation in Paragraph 42 regarding Deane’s alleged “estate-planning purposes” claim. RESPONSE TO REQUEST NO. 27 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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 531937.1 12 confirm in writing its succession plan and the management incentive arrangement that had been promised to the management team, including Plaintiffs. RESPONSE TO REQUEST NO. 28 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 29 All documents relating to the drafting of footnote 1 to the audited SCA/SCI consolidated Financial Statements for 2006, 2007 and 2008. RESPONSE TO REQUEST NO. 29 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 30 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. 531937.1 13 RESPONSE TO REQUEST NO. 31 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 32 Plaintiffs object to Request No. 32 on the grounds that it misconstrues the allegations contained in Paragraph 60 of the Complaint. Subject to, and without waiver of, the General Objections and this specific objection, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 33 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 34 All documents supporting the allegation in Paragraph 62 of the Complaint that plaintiffs “provided extraordinary efforts in connection with the sale process.” 531937.1 14 RESPONSE TO REQUEST NO. 34 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE UEST NO. 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. RESPONSE TO REQUEST NO. 35 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 36 All documents constituting analyses related to a refinancing of Starrett City referred to in Paragraph 64 of the Complaint. RESPONSE TO REQUEST NO. 36 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 37 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. 5319371 15 REQUEST NO. 38 All documents relating to the September 2007 meeting with the Commissioners of several government agencies alleged in Paragraph 64 of the Complaint. RESPONSE TO REQUEST NO. 38 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 39 Plaintiffs object to Request No. 39 on the grounds that it misconstrues the allegation contained in Paragraph 65 of the Complaint. Subject to, and without waiver of, the General Objections and this specific objection, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 40 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 41 All documents supporting or concerning the allegation in Paragraph 67 of the Complaint that the MGP “turned his attention to . . . refinancing.” 5319371 16 RESPONSE TO REQUEST NO. 41 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 42 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 43 All financial analyses of a potential refinancing of Starrett City prepared in the summer and fall of 2008, as alleged in Paragraph 68. RESPONSE TO REQUEST NO. 43 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. RE UEST NO. 44 All documents reflecting discussions between the MGP and Wachovia Bank concerning the possibility of refinancing Starrett City, as alleged in Paragraph 68. RESPONSE TO REQUEST NO. 44 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. 531937.) 17 REQUEST NO. 45 All documents that the October 2008 MOU served as basis for a refinancing, as alleged in Paragraph 68. RESPONSE TO REQUEST NO. 45 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 46 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 47 The MGP’s public announcement in February 2009 that Starrett City would be refinanced, as alleged in Paragraph 70. RESPONSE TO REQUEST NO. 47 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. 5319371 18 RESPONSE TO REQUEST NO. 48 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 49 All documents reflecting efforts by Plaintiffs to refinance Starrett City. RESPONSE TO RE UEST NO. 49 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 50 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 51 Plaintiffs’ 2008 and 2009 Federal and State Income Tax Returns. RESPONSE TO REQUEST NO. 51 Plaintiffs object to this request on the grounds that it seeks the production of documents that are not material or necessary to the prosecution or defense of this action and that are confidential and subject to a heightened level of protection from disclosure. Subject to the General Objections and these specific objections, Plaintiffs will produce the Form K-1’s issued by Preservation. 5319371 19 REQUEST NO. 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. RESPONSE TO REQUEST NO. 52 Plaintiffs object to Request No. 52 on the grounds that it is vague and ambiguous, and includes concepts unrelated to the allegations in the Complaint. Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non- privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 53 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 54 Any written communication to Rudman that he ceased being a member of Cork and the Board of Preservation as of May 31, 2009. RESPONSE TO REQUEST NO. 54 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 55 All documents reflecting communication between Kuplesky and SCA Limited Partners after December 15, 2008. 531937.1 20 RESPONSE TO REQUEST NO. 55 Plaintiffs object to Request No. 55 on the grounds that it seeks documents that are not material or necessary to the prosecution or defense of this action. Subject to, and without waiver of, the General Objections and this specific objection, Plaintiffs will produce non- privileged documents in their possession, custody or control, if any, responsive to this request. RE! UEST NO. 56 All documents reflecting communication between Rudman and SCA Limited Partners after April 29, 2009. RESPONSE TO REQUEST NO. 56 Plaintiffs object to Request No. 56 on the grounds that it seeks documents that are not material or necessary to the prosecution or defense of this action. Subject to, and without waiver of, the General Objections and this specific objection, Plaintiffs will produce non- privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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.” RESPONSE TO REQUEST NO. 57 Subject to, and without waiver of, the General Objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 58 All documents that relate to Plaintiffs’ responses to Defendants’ First Set of Interrogatories. RESPONSE TO REQUEST NO. 58 Plaintiffs object to Request No. 58 on the grounds that it is overly broad and unduly burdensome. Subject to, and without waiver of, the General Objections and these 5319371 21 specific objections, Plaintiffs respond that they will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. REQUEST NO. 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. RESPONSE TO REQUEST NO. 59 Plaintiffs object to Request No. 59 on the grounds that it is premature and contrary to the rules applicable to this Court governing expert discovery. Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs respond that they will produce documents responsive to this request as required at the appropriate time. REQUEST NO. 60 All documents on which you intend to rely in the prosecution of this action. RESPONSE TO RE! UEST NO. 60 Plaintiffs object to Request No. 60 on the ground that it is premature. Subject to, and without waiver of, the General Objections and these specific objections, Plaintiffs will produce non-privileged documents in their possession, custody or control, if any, responsive to this request. Dated: New York, New York GOLENBOCK EISEMAN ASSOR May 25, 2011 BELL/& PESKOE By avid J} Eiseman (a ueline G. Veit David Shamshovich 437 Madison Avenue, 35th Floor New York, New York 10022 (212) 907-7300 Attorneys for Plaintiffs 531937.) 22