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COUNT 1 – BREACH OF CONTRACT
446. Plaintiffs, SCURTIS and A.C.R.E.I., L.L.C. sue Defendants RODRIGUEZ, NPV, and all Limited Partnerships, Limited Liability Companies, Corporations or other entities listed as Defendants in the style of the case above, for Breach of Contract, Plaintiffs hereby adopt and re-allege the allegations contained in Paragraphs 1 through 445 above as if fully and expressly set forth herein, and further allege as follows:
447. RODRIGUEZ and SCURTIS, either individually or through their respective Partnerships, companies, and/or corporations, are Partners in the RODRIGUEZ-SCURTIS General Partnership, which is an ongoing, for profit General Partnership engaged in the business of acquiring, rehabilitating, developing, and managing income producing real property and other real property projects.
448. The RODRIGUEZ-SCURTIS General Partnership was created by oral Agreement between RODRIGUEZ and SCURTIS, by the formation of A.C.R.E.I., L.L.C. (Alex Constantine Real Property Invest) on or about March 19, 2003, by the formation of NPV on or about December 30, 2003, and by virtue of several written Limited Partnership agreements they entered into to carry on the business affairs of their General Partnership.
449. The Partners have acknowledged the existence of the RODRIGUEZ-SCURTIS General Partnership and SCURTIS’ Partnership interest in the Partnership through various correspondence, written Limited Partnership Agreements executed by RODRIGUEZ and
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SCURTIS that name A.C.R.E.I., L.L.C. as the General Partner to the Limited Partnerships, and RODRIGUEZ-SCURTIS Partnership materials.
450. Plaintiff SCURTIS and A.C.R.E.I., L.L.C. have performed all obligations imposed on them under the RODRIGUEZ and SCURTIS Oral General Partnership Agreement, the A.C.R.E.I., L.L.C. Operating Agreement, the NPV Partnership Agreement, and several written Limited Partnerships Agreements executed by RODRIGUEZ and SCURTIS to carry on the business affairs of their General Partnership.
451. RODRIGUEZ, individually and through his respective companies and/or Partnerships, has breached his Oral Partnership Agreement with SCURTIS, the A.C.R.E.I., L.L.C. Operating Agreement, his NPV Partnership Agreement with SCURTIS and several written Limited Partnership Agreements with SCURTIS, in the following, but not Limited , ways:
a. Failing to perform his obligations under his Oral and several written Partnership Agreements:
i. By selling or transferring ownership of Partnership properties without providing SCURTIS the “Right of First Refusal” as mandated by the RODRIGUEZ and SCURTIS Oral Agreement, the NPV Partnership Agreement, and the Partnership Agreement for each Limited Partnership established to carry on the business affairs of the RODRIGUEZ-SCURTIS General Partnership.
ii. By converting Partnership entities into new entities without consulting SCURTIS and without including SCURTIS in the newly created entities that held ownership to RODRIGUEZ-SCURTIS General Partnership property.
b. Failing to compensate SCURTIS pursuant to his Oral and several written Partnerships agreements:
i. By failing to pay SCURTIS the equivalent of five percent (5%) of the sales proceeds from the sales of properties belonging to the RODRIGUEZ-SCURTIS Partnership as mandated by the RODRIGUEZ and SCURTIS Oral Agreement, the A.C.R.E.I., L.L.C. Operating Agreement, the NPV Partnership Agreement
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and the Partnership Agreement for each Limited Partnership established to carry on the business affairs of the RODRIGUEZ-SCURTIS Partnership.
ii. By failing to pay SCURTIS the remainder of the three percent (3%) owed to him for acquisition fees as mandated by the RODRIGUEZ and SCURTIS Oral Agreement.
c. Wrongfully removing and barring SCURTIS from participating in Partnership operations:
i. By removing SCURTIS in an unreasonable fashion and preventing SCURTIS from educating his replacement on Partnership operations.
ii. By concealing alleged insurance fraud that could damage SCURTIS in his capacity as a General Partner in the RODRIGUEZ-SCURTIS General Partnership and as General Partner with and Co-Owner with RODRIGUEZ in NPV.
iii. By concealing alleged mortgage fraud that could damage SCURTIS in his capacity as General Partner in the RODRIGUEZ-SCURTIS General Partnership and as the co-guarantor for the mortgage that the fraud allegedly occurred.
iv. By selling the Edgewater adjoining parcels in direct violation of the A.C.R.E.I., L.L.C. Operating Agreement, the NPV Partnership Agreement’s “Right of First Refusal” clause, the RODRIGUEZ and SCURTIS Oral Agreement to offer each other the “Right of First Refusal” to purchase each other’s Partnership interest and the RODRIGUEZ and SCURTIS Oral Agreement to develop the adjoining Edgewater parcels in the future.
d. Causing correspondence to be sent to the IRS misleading them that SCURTIS received $2,170,390.00 in K1 distributions that SCURTIS did not receive, generating a tax consequence for SCURTIS for money he never received.
e. Authorizing conversions through misrepresentation, fraud and self-dealing in order to strip SCURTIS of ownership interest in Partnership real
property;
f. Not exposing RODRIGUEZ and SCURTIS Partnership properties to the market before executing sales of the properties.
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452. Defendant is in present material breach of his Oral General Partnership Agreement with SCURTIS, the A.C.R.E.I., L.L.C. Operating Agreement, his NPV Partnership Agreement, and several written Limited Partnership Agreements with SCURTIS.
453. SCURTIS has suffered substantial damages as a direct and proximate result of RODRIGUEZ’S Breach of his Oral Agreement and several written Partnership Agreements with SCURTIS, in the following, but not Limited to, ways:
a. SCURTIS was stripped of the opportunity to purchase each Partnership property sold by his Partner RODRIGUEZ as guaranteed to him by his Oral Agreement with RODRIGUEZ, the “Right of First Refusal” clause contained in the NPV Partnership Agreement and the “Right of First Refusal” clause contained in each Limited Partnership Agreement for each Limited Partnership established by the RODRIGUEZ-SCURTIS Partnership to carry on the business affairs of their General Partnership.
b. SCURTIS was not paid $2,170,390.00 in Partnership gains via K1 distributions from the sale of RODRIGUEZ-SCURTIS General Partnership properties.
c. RODRIGUEZ caused correspondence to be sent to the IRS misleading them that SCURTIS received $2,170,390.00 in K1 distributions that SCURTIS did not receive, generating a tax consequence for SCURTIS for money he never received. (See Table 4)
d. SCURTIS was not paid at least $8,000,000 in acquisition fees that he earned and are still owed to him.
e. The IRS has placed a lien on the SCURTIS family assets in the amount of
$388,000.00 because of the fraudulent K1s RODRIGUEZ caused to be sent to the IRS.
f. The IRS is threatening to seize the SCURTIS family home.
g. SCURTIS, after RODRIGUEZ sold the Edgewater adjoining parcels, is unable to develop or sell the adjoining parcels today for many millions of dollars more than RODRIGUEZ sold them for.
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h. Withholding the money owed to SCURTIS’ from the acquisition and sale of Partnership properties to benefit MCM, MRES, RODRIGUEZ, and ZOOK.
454. The Contracts that Defendants are in Breach of contain a “Priority Return” Clause which means, “with respect to a Partner, an annual cumulative compounded return, determined from time to time, equal to the product of (x) such Partner’s Unreturned Capital from time to time and (y) eight percent (8%).”
455. SCURTIS hereby demands and is entitled to 8% cumulative compounding interest from the day of RODRIGUEZ’s Breaches up and until SCURTIS receives payment from RODRIGUEZ for said Breaches.
456. A.C.R.E.I., L.L.C. has suffered substantial damages as a direct and proximate result of RODRIGUEZ withholding its Partner Distributions representing its .001%
ownership interest as a General Partner.
WHEREFORE, Plaintiffs, sue all Defendants listed in the style of the case, jointly and severally, for compensatory damages, interests, costs, the imposition of a constructive trust, the award of reasonable attorney’s fees, and such other and further relief as this Court deems just and proper.