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FILED: NEW YORK COUNTY CLERK 03/23/2017 05:49 PM
NYSCEF DOC. NO. 1

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INDEX NO. 651533/2017
RECEIVED NYSCEF: 03/23/2017

Thus, before entering into their joint venture and thereafter, Peebles repeatedly

made material misrepresentations to El Ad concerning its intention to redevelop the Property as a
condominium conversion. In reliance on those misrepresentations, El Ad participated in and
contributed tens of millions of dollars to the joint venture, entered into various agreements with
Peebles, loaned Peebles millions of dollars, and paid Peebles more than $27 million as a
"finder's fee" for the redevelopment project. In reality, however, as Peebles has now admitted,
Peebles never intended to redevelop the Property.
3.

In addition, from the outset of the joint venture, Peebles has acted in bad faith --

stalling the redevelopment of the Property by refusing to approve reasonable and customary
decisions in a timely manner -- and by creating other obstacles to the advancement and
completion of the project, all as a subterfuge for demanding money and rights to which it was not
entitled.
4.

Now, in its latest breach of its fiduciary and contractual duties, Peebles is refusing

to sign the joint venture's condominium offering plan (the "Offering Plan"), which must be filed
with the Office of New York Attorney General. That filing is necessary for the joint venture to
commence the redevelopment of the Property, begin marketing the condominiums by Spring
2017, and satisfy the joint venture's obligations to its lenders. Peebles has no valid reason to
withhold its signature from the Offering Plan.
5.

Instead, Peebles has asserted one pretext after another to withhold its signature,

because its true motivation is to hold El Ad up until El Ad buys Peebles out at an inflated price
or gives Peebles more monies and benefits to which it is not entitled. First, Peebles falsely
claimed it needed more time to review the Offering Plan despite having had it under review for
months. Next, it conditioned signing the Offering Plan on El Ad endorsing Peebles's

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