Complaint 170228 (without exhibits) A .pdf

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COVER SHEET FOR FILING CIVIL ACTIONS

20 1 7 . . .03034
. .•.. ....

Case No . .............. _. . .. . .. ..

COMMONWEALHI OF VIRGINIA

(CLERK'S OFFIC E USE ONLY)

......... ............................... .................................. ----~~~-~~~-)( ~.O..tJ~.!X................................................................. ,,....... Circuit Court
............................ ~~~..S.a.Y __H_?,_lc~. -~~c;...~t..nl_.__a.n~ .. . _..... ____ ......v J/n re: ................................. u..~-~!9.'.~:..9..~~~-~~~-~ -~-~ -~.1.: .............._... ., ........~-----·
PLAINTIFF(S)

DEfENDAN'f\Sj

Don Wooden
I, the undersigned [ ] plaintiff [ ] defendant [X] attorney for [X] plaintiff [ ] defendant hereby notify the Clerk of Court that I am filing
the following civil action. (Please indicate by checking box that most closely identifies the claim being asserted or relief sought.)
GENERAL CIVIL

ADMINISTRATIVE LAW

Subsequent Actions
[ ] Claim Impleading Third Party Defendant
[ ] Monetary Damages
[ ] No Monetary Damages
[ ] Counterclaim
[ ] Monetary Damages
[ ] No Monetary Damages
[ 1Cross Claim
[ 1Interpleader
[ 1Reinstatement (other than divorce or
driving privileges)
[ ) Removal of Case to Federal Court
Business & Contract
[ ) Attachment
[ 1Confessed Judgment
[X] Contract Action
[ ] Contract Specific Performance
[ ) Detinue
[ ] Garnishment
Property
[ 1Annexation
[ J Condemnation
[ 1Ejectment
[ J Encumber/Sell Real Estate
[ J Enforce Vendor's Lien
[ 1 Eschcatmcnt
[ ] Establish Boundaries
[ ] Landlord/Tenant
[ 1Unlawful Detainer
[ ] Mechanics Lien
[ I Partition
[ ] Quiet Title
[ ] Termination of Mineral Rights
Tort
[ ] Asbestos Litigation
[ 1Compromise Settlement
[ ] Intentional Tort
[ 1Medical Malpractice
[ 1Motor Vehicle Tort
[ ] Product Liability
[ ] Wrongful Deat11
[ ] Other General Tort Liability

PROBATE/WILLS AND TRUSTS

[ ] Appeal/Judicial Review of Decision of
(sell!ct one)
[ ] ABC Board
[ ] Boord of Zoning
[ ] Compensation Board
[ ] DMV License Suspension
[ ] Employee Grievance Decision
[ 1Employment Commission
[ 1Local Government
[ 1Marine Resources Commission
[ 1School Board
[ 1Voter Registration
[ 1Other Administrative Appeal

[ 1Accounting
[ 1Aid and Guidance
[ ] Appointment (se:!eft one) ~

[ 1Guurdian/C~rvator ::;
[ 1Standby Gua~fAtCoJm'1Vatd2

l 1Trust (select ~F~
[

[ ) lmprcss/D~~:Z
[ 1Reformoti6i?, ~
1Will (select one):
[ ] Construe ~ -=i_,
[ ] Contested <
~

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> C"l•··

MISCELLANEOus§-<

[ 1Appointment (selec4-«Jne)

DOMESTIC/FAMILY

[ 1Adoption
[ ] Adoption - Foreign

[ 1Adult Protection
[ ] Annulment
[ ] Annulment - Counterclaim/Responsive
Pleading
[ 1Child Abuse and Neglect - Unfounded
Complaint
[ 1Civil Contempt
[ 1Divorce (select one)
[ 1Complaint - Contested•
[ ] Complaint - Uncontested•
[ ] Counterclaim/Responsive Pleading
[ I Reinstatement CustodyNisitation/Support/Equitable
Distribution
[ ] Separate Maintenance
[ ] Separate Maintenance Counterclaim

WRITS
[
[
[
[
[

]
]
]
]
]

Certiorari
Habeas Corpus
Mandamus
Prohibition
Quo Warranto

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~ ):;- 0

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[ ] Church Trustee
[ ] Conservator of Peace
[ ] Marriage Celebrant
[ ] Bond Forfeiture Appeal
[ ] Declaratory Judgment
[ ] Declare Death
[ ] Driving Privileges (select one)
[ I Reinstatement pursuant to § 46.2-427
[ ] Restoration - Habitual Offender or 3rd
Offense
[ 1Expungement
[ J Firearms Rights - Restoration
[ 1Forfeiture of U.S. Currency
[ ] Freedom of Information
[ ] Injunction
[ ] Interdiction
[ ] Interrogatory
[ ] Judgment Lien-Bill to Enforce
[ ] Law Enforcement/Public Official Petition
[ ] Name Change
[ ] Referendum Elections
[ ] Sever Order
[ ] Taxes (select one)
I 1Correct Erroneous State/Local
I ] Delinquent
{ ] Vehicle Confiscation
[ 1Voting Rights - Restoration
{ ) Other (please specify)

'gS:
~,..........,. are churned.
·
, . ,.. .~..........
[X) Dwnages ·m the amount of$ ......
.(.()fJJ
...... 1 ,OIJO

- - -· - -__ '?,f-~rLl~?.J r.. . . -...

[ } PLAINTIFF

.......................... _____ ---~~!~ph<m_ ~:. ~(!l_tl_l!r,__J~..' _J:!_sq~_~r.e._ ....... __ ........ ___ .... .... .
PRINT NAME

_~ I __S.:_ ~o~~ou.n -~~!.c.~-~· __'N.i~cl_l~~lcr_~ :'.i~~-i~i_a_22.~0_1 _____ .... __ .... ..
ADDRESSffELEPHONE NUMfiER OF SIGNATOR

......... - ·-----· ......... (~4-~)-~?!~P~~ ·- .............................. . .... ··--FoRM CC-1416(MASTER) PAGE ONE 10112

RNEY FOR [•] PLAINTIFF
[ } DEFENDANT

•"Conte d" divorce means any of the following matters nrc in
dispute grounds of divorce, spousal support and maintenance,
child custody undlor visitation, child support, property distribution
or debt allocation. An "Uncontested" divorce is filed on no fuult
grounds and none of the above issues nrc in dispute.

VIRGINIA:
IN THE CIRCUIT COURT FOR FAIRfAX COUNTY
SEA BAY HOTEL, LLC::,
for itself and for the benefit of
IOOC, LLC,
nnd
for itself and for the benefit of
INNS OF OCEAN CITY, LLC

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DON WOODEN,
nn individual,

Plaintiffs,

2017

Case No. _ _ _ __

\".

BARRY R. GOSNELL,
Sen·c: 8130 Boone Boulevard
Suite 100
Vienna! Virginia 22182
and
RANDOLPH R. PALMER,
Serve: 8130 Boone Boulevard
Suite 100
Vienna, Virginia 22182

and
SCOTT TAYLOR,
Serve: c/o Secretary of the Commonwealth
43 Brookwood Drive
Briarcliff, New York 10510

and
GOSNELL PALMER HOLDINGS, LLC
Serve: Randolph R. Palmer, Registered Agent
1919 North Kenilworth Street
Arlington, Virginia 22205
Page I of 55

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and
PALMER GOSNELL HOSPITAL! fY. LLC
Serve: Randolph R. Palmer, Registered Agent
1919 North Kenilworth Street
Arlington. Virginia 22205
and
SHELBY L. I-lAMMOND
Serve: c/o Secretary of the Commom\ealth
702 Malibu Drive
Sih·er Spring. l\Jaryland 20901
and
HAILEY R. GOSN ELL
Sen·e: c'o Secretary of the Comm01mcal th
7504 River Falls
Potomac. ~laf) land 20854
and

ivfARYANN G. GOSNELL
Serve: c o Secreta!) of the Commonwealth
750~ River falls
Potomac, Maryland 20854
and
GOSNELL CONSTRUCTION. LLC
Serve: William H. Casterline, Jr.. Registered Agent
Blankingship and Keith PC
4020 University Dri ve, Suite 300
Fairfax, Virginia 22030
and
JOHN H. BAIN, Ill
Serve: 7755 Grand\vind Drive
Lorton, Virginia 22079
and

Page 2 of 55

CAMILLUS M. BAIN
Serve: 7755 Grandwind Drive
Lorton, Virginia 22079
and
GLENN LEBOWITZ
Serve: 1212 Suffield Drive
McLean, Virginia 221 01
and
KEVIN POTTER
Serve: 9704l'vlill Run Drive
Great Falls, Virginia 22066
and
PAUL WASSEru,IAN
Serve: c/o Secretary of the Commonwealth
4 Elizabeth Court
Briarcliffrvlanor, New York I 0510
and
RAYMOND TAYLOR
Serve: c/o Secretary of the Commonwealth
120 East 79t11 Street
New York, New York I 0021
and
BRIDGETT AYLOR
SerYe: c/o Secretary of the Commonwealth
43 Brookwood Drive
Briarcliff, New York 10510
and
BROOKE TAYLOR
Serve: c/o Secretary of the Commomvealth
43 Brookwood Drive
Briarcliff, New York I 0510
· and

Page 3 of 55

ROSS TAYLOR
Serve: c/o Secretary of the Commonwealth
43 Brookwood Drive
Briarcliff. New York 10510
and
DENISE TAYLOR
Serve: c/o Secretar) of the Commonwealth
9 Bluebird Lane
HuntiiH!lon,
Nc\\ York 11743
.

-

and
RlCl·IARD E. WALLACE, JR.
Serve: c/o Secretary of the Commonwealth
Sedgwick, LLP
2900 K Street, N\V
Harbor Side, Suite 500
Washington. D.C. 20007
and

ADASKO FAMILY LIMITED PARTNERSIIJP
Serve: clo Secretary of the Commmm ealth
BFFA 8th Floor
'
331 Madison A venue
New York, New York 100 I 7
and
JOHN VUONG, LLC
Serve: John Vuong, Registered Agent
4295 Birney Lane
Fairfa~. Virginia 22033
and
CALYIN NI:JDER
Serve: c/o Secretary of the Commom\ ealth
I 89 llirst Road
Briarcliffl'vfanor, New York. 10510
and
Page 4 of 55

THE DAVID C. FOULK Rl:. VOCABLF TRUS r
Serve:
David C. Foulk, Trustee
5 Boar's head Lane
Garden Suite #3
Charlottesville. Virginia 22902
Defendants.

COMPLAINT
COJl!E NOW. the plaintiffs. Sea Bay llotel. LLC. for it~elf and for the benefit oriOOC, LLC

and for itself and the benefit of Inns of Ocean City, LLC, and Don Woockn. by their counsel.
HARRISON &JOHNSTON,

PLC and Stephen L. Pettier. Jr.. and in 5upport of their Complaint, awr

as lollo\\ s:
I. J>ARTIES

I.

IOOC, LLC ('"IOOC"') is a \Jar) land limited liabilit) comjXlll) established by articles

of organization filed on or about January 3, 2014. with its principal place of business located at 8130
Boone Boulevard, Suite I00, Vienna. Fairfax County. Virginia pursuant to the terms ofits Operating
Agreement (see infra. Exhibit 4, Sec. 1.03). IOOC is not registered to do business in the
Commom\ealth of Virginia despite having its offices located within its jurisdiction.
2.

The members of IOOC. LLC and their respective l:conomic Interests and Voting

Interests (as defined in the Operating Agreement for IOOC, as further described below) are as
follows:
IOOC Member

Economic Interests I Votin!! Interests
45 ~ o

Sea Bay Hotel, LLC
Barry R. Gosnell
Randolph R. Palmer

22.5 %
Page 5 of 55

Scott Taylor
3.

10%

Inns of Ocean City, LLC (.. Inns") is a Maryland limited liability company established

by articles of organization filed on or about January 2, 2014 with its principal place of business
located at8130 Boone Boule\'arcl, Suite I 00, Vienna, Fairfax County. Virginia pursuant to the terms
of its Operating Agreement (see inji·a, Exhibit 5, Sec. 1.03).
4.

The Members of Inns (as defined in the Operating Agreement for Inns. as further

described below) are divided into two (2) classes, Class A and Class 8 . J"he Class A Member is
IOOC holding 20% of the l'vlembership Interests (as defined in its Operating Agreement: (sec inji·a,

Exhibit 5, Sec. 2.0 I). ll is bel ie\·ecl, and therefore averred, that as ofNoYember 14, 20 t 6, the Class
8 I'vlembers consist of Sea Bay. Gosnell, Palmer, Taylor, and all other defendants named in this suit.

5.

At the time Inns was formed, only Sea Bay, Gosnell, Palmer and Taylor\\ ere Class

B l\·[embers of Inns. At that time, Sea Bay, as a Cluss B Member. possessed 39.41 % of the
Membership Interests (as defined in its Operating Agreement; see inji-a. Exhibit 5, Sec. 2.01 ). At
that time, Gosnell, as a Class B Member, held 19.71 % of the Membership Interests, Palmer, as a
Class B Member, held 19.71% of the Membership Interests, and Taylor. as a Class B Member, held
l.18% of the Membership Interests.
6.

The plainti ft~ Sea Bay Hotel. LLC ("Sea Bay"), is a Virginia Iimited liability company

in good standing, duly authorized to conduct business in the Commonwealth of Virginia. with its
principal place of business located at 4080 Lafayette Center Drive. Suite 265, Chantilly. Fairfax
County, Virginia. The principals of Sea Bay are members of the l\.Jeladon Group, a real estate
dc\'elopment and properly management organization which has developed. constructed, managed
and financed hundreds of millions of dollars worth of real estate projects in the Mid-Atlantic and

Page 6 of 55

South-Eastern regions ofthe United States under the leadership of its CCO, Don Wooden.
7.

The defendant Barry R. Gosnell ("·Gosnclr') is an individual conducting business in

the Commonwealth of Virginia from his offices located at 8130 Boone Boulevard, Suite I00,
Vienna, Fairfax County. Virginia.
8.

The defendant Randolph R. Palmer (""Palmer"') is an indi\'idua! conducting business

in the Commonwealth of Virginia from his oflices located at 8130 Boone Boulevard. Suite I 00,
Vienna, f-airfax County. Virginia.
9.

The defendant Gosnell Palmer I Ioldings. LLC (""GPI I") is a Virginia limited liability

company established by articles of organization liled on or about Janual') 22.2007, with its principal
place of business located at 8130 Boone BouleHml, Suite 100, Vienna. Fairfax County, Virginia.
I0.

The defendant Scott ·1aylor ("·Ta) lor"") is an indi\'idual conducting business in the

State of New York from premises located at43 Brookwood Drive. Briarcliff: New York.
II.

The follo\ving defendants, who. upon information and belief, are the Class B

Members offnns as ofNovembcr 14, 2016 (the ""Class B Defendants""), are joined as defendants in
this proceeding to the extent necessary to insure complete relief may be afforded the plaintiffs tor
the claims stated hereinafter. The Class B Defendants are: PALMER GOSNELL HOSPITALITY.
LLC; SIIELBY L.I·IAMMOND; I·I.AILEY R. GOSNELL; MARYANN G. GOSNELL; GOSNELL
CONSTRUCTION, LLC; JOHN H. BAIN, Ill: CAMILLUS i\'1. BAIN; GLENN LEBOWITZ;
KEVIN POTTER: PAUL WASSEIUviAN; RAYMOND TAYLOR; BRIDGET TAYLOR;
BROOKE TAYLOR; ROSS TAYLOR; DENISE TAYLOR; RICI·IARD E. WALLACE, JR.:
ADASKO FAMILY LIMITED PARTNERSHIP; JOl-IN VUONG. LLC; CALVIN NEIDER; and
THE DAVID C. FOULK REVOCABLE TRUST.

Page 7 of 55

II. BACKGROUND
A. The Ocean Cit} Hotel J>mjcct

12.

On or about January I8. 2013. Sea Ba). through is predecessor in interest and

affiliated company, the Meladon Group, acquired the contractual right to purchase certain real
property located at 300 Sea Bay Lane. Ocean City, ~laryland. 1 The proper!) is hereinafter referred
to as the ··J lotel Property''.
13.

The Hotel Property consists of t\\O parcels of land located beside the bridge on

Maryland Route 90. \\hich serves as the primar) access to Ocean Cit) from the ~1m') land mainland.
14.

Beginning in June. 2013 through September 23.2013, Sea Bay, through the Meladon

Group, \\orked to secure the purchase agreement for the I Iotel Property. performed due diligence
investigations to confirm the feasibility of the property for dc\'elopment as a \'vaterfront resort and
hotel (hereinafter refe1Tecl to as the "'Project"'). and \\Orked to obtain the entitlements to the llotel
Property to permit its use in the Project as contemplated. During this period, Sea Bay incurred
expenses related to the acquisition and development of the I lotel Property and the Project.
15.

During the period commencing on or about January 18, 2013 through September 23,

2013 (the "Negotiation Period"), Don Wooden, the managing principal of Sea Bay (.. Wooden").
entered discussions with Gosnell and Palmer regarding the prospect of entering a joint venture
agreement to develop the Hotel Property and complete the Project.
16.

During tl~e Negotiation Period, Gosnell and Palmer represented to Sea Bay that they

had experience in the management and oversight of the development. construction and operation of

1

A description ofthe property, defined as the .. Real Property'· in the IOOC, LLC
Operating Agreement, is attached as Exhibit B to Exhibit 4 \Vhich is attached hereto. and
discussed further, infra.
Page 8 of 55


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