Subject: RE: Notes
From: "Crystal, Andy" <[email-masked]>
To: "Dieter, Austin" <[email-masked]>, "Bauer, Nick" <[email-masked]>
Date: Sat, 21 May 2016 18:31:52 -0700

Case 09-21406 (Trilogy Properties v. SB Hotel Associates)

*         Plaintiffs filed a motion to supplement the record with a deposition Donald Trump took in November 2013 that showed Trump and the Trump Organization misrepresented the degree of their involvement in the project:

o    Trump admitted that his reputation for financial wealth and successfully completing projects enabled units in Trump-branded condominiums to be sold at a premium, because people "respect me and my ability to get things done" [Document 408-1, page 34]

o    Trump testified, based on his "feeling" that it was "common knowledge" he was not developing the Trump Fort Lauderdale project and just licensing his name. [Document 408-1, page 60]

o    Trump was not "bothered" by the representation that he was an investor in the Trump Fort Lauderdale project, even though he invested no money.

o    Donald Trump Jr. personally approved a press release stating that Trump was "behind" the Fort Lauderdale project, as well as a letter signed by Trump as "President and CEO" to prospective purchasers stating that, "we have commenced construction of Trump International Hotel & Tower, Fort Lauderdale!" [Document 408, page 2]

*         Trump Deposition in the case Matthew Abercrombie v. SB Hotel Associates, Bayrock Group. Donald Trump. Roy Stillman, Chicago Title Insurance Company and Corus Bank [Document 408-1] [This is the deposition referenced above - added additional notes below]

o    Trump said that someone from Bayrock, possibly Felix Sater, got him involved in the Fort Lauderdale project. [page 17]

o    Trump said that he signed all the marketing materials for the project [page 26]

o    Trump said he believed all the information contained in the marketing materials was accurate. [page 29]

o    Trump acknowledged that having his name and the Trump Organization within the marketing materials was a focal point of selling this project for a premium because his name sells and brings value to a project. His name also brings credibility and quality. [page 31-34]

o    Lawyer shows Trump a document that says "Mr. Trump is also developing the super luxurious Trump International Hotel Fort Lauderdale located directly on the Atlantic Ocean designed by a famed architect" and Trump admits that he wasn't actually developing the project. [page 39]

o    Trump says that everyone knew he wasn't the developer of the Fort Lauderdale project. [page 51]

o    Lawyer produced an article that said "Trump is developing a project in partnership with New York based developer Roy Stillman and Bayrock Group, a resort hotel company." [page 58]

o    Lawyer produced an article that said "Five star luxury condominium hotel is being developed by Donald J. Trump in partnership with Roy Stillman and Bayrock Group." [page 63]

o    Lawyer produced a document that says Donald Trump Jr. and  Roy Stillman were the principals and owners of Trump International Hotel and Tower. [page 77]

o    Trump says that "signature" connotes quality in a project but he also says he is "not sure" that signature has any added significance when used. [page 81-82]

o    Trump acknowledges that purchasers of condo hotels purchase them as an investment for an income stream. [page 90-92]

o    Trump said it was "lucky" that the prospective condo owners never closed on their units because the market was in terrible shape. He said there were "no damages here" and that is what he "doesn't understand" about this lawsuit. "They got very lucky that they didn't close on the units." [page 98-99]. He said "if anything, they made money by not closing because of the money they saved." [page 127]

o    Trump said that he was "not a fan" of Stillman. Trump said he cracked under pressure and was a "dud." [page 120]

o    Trump said he would have "sent crews in there and everything" to try and save the project. [page 126]

o    Trump said he first met with Sater "many years ago" and doesn't "know him well at all." [page 149]

o    Lawyer showed Trump a BBC interview conducted with Trump. The interviewer quotes the article: "Shouldn't you have said, Felix Sater, you're connected with the Mafia and you're fired," and Trump's answer was "Well, first all, we were not the developer there, that was a licensing deal." In the deposition, Trump says that he viewed Stillman as being the developer, not Sater. [pages 149-150] BBC reporter followed up and said "You stayed in bed, if I may say so, with Felix Sater, and he was connected with the Mafia." Screenshots of this exchange below [pages 149-154]

o    Lawyer showed Trump a July 2012 article from the Miami Herald titled, "Trump Tower Promoter's Criminal Records Were Concealed by Feds." Trump said he was not familiar with the article. Trump said he does not know about the facts concerning Sater's criminal record and that it "sounds like he's pretty close to the federal government to me." Trump says he is familiar with a barroom brawl Sater was involved in. [pages 154-156]

o    Lawyer showed Trump a December 2007 article titled, "Real Estate Executive With Hand In Trump's Projects Rose From Tangled Past." Trump said he vaguely remembered it. [page 156] Trump said he did not have many conversations with Sater throughout the years and he "wouldn't really know what he looked like." [page 158] Trump said Sater mainly dealt with Trump's company, not him personally, but if he called he would take the call because Sater was representing Bayrock. [page 158]

o    Trump says that licensing his name allowed him to do things worldwide and allowed him to have buildings going up in China. [page 162]

o    Trump says that he doesn't think people purchase projects with the Trump name because he has a reputation of never walking away from a job. [page 163]

o    Trump believes he has a reputation of someone who completes his projects. [page 164]

o    Trump agreed that the perception in the marketplace is that when you purchase a Trump project it would get completed. [page 166]

*         Press Release about Trump International Hotel & Tower that states "Behind the project is real estate mogul Donald J. Trump and prominent New York-based developer Roy Stillman in partnership with internationally recognized resort and hotel development company Bayrock Group." [Document 408-2]

*         Promotional letter signed by Trump said "It is with great pleasure that I present my latest development, Trump International Hotel & Tower, Fort Lauderdale. This magnificent oceanfront resort offers the finest and most luxurious experience I ever created." It also said "Designed to be the most sophisticated and luxurious beachfront living experience. Inspired by some of the greatest creative minds in the world. Only one developer could produce this landmark." [Document 535-2, page 7]

*         The License Agreement allowed Trump to terminate the agreement permitting the use of the Trump name on the building in the event that Trump, in his sole discretion, determined that the property was not being owned, operated or maintained in accordance with the "Trump Standard." The standard was not defined. This provision was not contained in any of the promotional materials. [Document 535-2, page 14]

From: Dieter, Austin
Sent: Saturday, May 21, 2016 9:30 PM
To: Bauer, Nick; Crystal, Andy
Subject: RE: Notes

FL - S.D. FLA. - 2009 - TRILOGY PROPERTIES LLC ET AL V. SB HOTEL ASSOCIATES LLC ET AL - 09-12406 - CLASS ACTION SUIT

COMPLAINT

The class is defined as all persons and entities who entered into a purchase agreement and paid a deposit for a condo at SB Fort Lauderdale Hotel & Condo from 1/1/05 through the conclusion of trial matter. [Docket 1, p. 2]

Most original complaints are word-for-word combination of previous individual cases. [Docket 1]

Plaintiffs argued developer defendants violated ILSA because Property Report and Statement of Record misrepresented the units as "part of a hotel complex" and failed to say that the hotel would not open unless they met a certain closings threshold.  [Docket 1, p.22]

Plaintiffs argued purchase agreements represented investment contracts and otherwise falls within the definition of "securities," claiming they therefore failed to register securities with the SEC. [Docket 1, p.24-25]

Plaintiffs argued they were suffering continuing irreparable injury owing to the continued possession of their deposit monies by Chicago Title. [Docket 1, p. 31]

Plaintiffs alleged Defendants scheduled closings on units when the condo/hotel was in no shape for closing in order to start the clock running on buyers so that they could declare as many as possible as in default so they could seek release of the money held in escrow and profit. [Docket 1, p.33]

Exhibit A is Trump letter given to those who were getting condos [Docket 1, p. 39]

Exhibit C is about how great the Trump brand and Trump developments are [Docket 1, p. 43]

Exhibit D is the purchase agreement (same as the one in other cases before the class action) [Docket 1, p. 46]

Exhibit F is email from Stillman Development to a condo purchaser stating that there is a funding probably and no one knows what will happen from 3//11/09 [Docket 1, p. 66]

Exhibit G is a letter from SB Hotels Assocites to Trilogy Properties saying that the condo is complete, and furniture is in rooms from May 2009 and that the closing date is 5/22/09. [Docket 1, p. 68]

PLAINTIFF'S EMERGENCY MOTION FOR TEMPORARY RESTRAINING ORDER

May 2009 closing letter was the first thing to disclose condo hotel would not open if fewer than 50% of buyers close; if the hotel doesn't open, unit owners will not be able to occupy their units; and the branding as a "Trump" property was in jeopardy. [Docket 3, p. 2]

5/26/09: class action suit was filed seeking relief [Docket 3, p. 3]

PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION AGAINST DEFENDANT

Exhibit 2 is a letter to Chicago Title Insurance informing them of their fiduciary duty to hold all deposit monies until the court case is decided. [Document 7.2, p.1]

Exhibit 3 was response from Chicago Title: "First, in response to Elizabeth Beck's letter, I want to assure you that all six of the above listed accounts for the respective Buyers have been locked. ... However, contrary to the request in Jared Beck's letter, CTIC can not and will not hold all of the escrow funds remaining in all accounts of the members of the putative class other than the six clients you represent." [Document 7.4, p.1]

DEFENDANT CHICAGO TITLE INSURANCE COMPANY'S RESPONSE IN OPPOSITION TO PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION

Chicago Title argued that Plaintiffs cannot seek class wide injunctive relief until a class is certified, and therefore would only lock the accounts of six specific named Plaintiffs and not all 186 accounts of buyers at Trump Ft. Lauderdale. [Document 11, p. 5]

AMENDED CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL AND INJUNCTIVE RELIEF

Amended Class Action: "Then, due to severe undercapitalization owing to a large portfolio of rapidly depreciating condominium construction loans, the Condominium Hotel's main construction lender, Chicago-based Corus Bank, faced the serious threat of bank failure. Corus Bank was given until May 22, 2009, by federal regulators to submit a capital restoration plan. Corus Bank was also given a deadline of June 18, 2009, by which to raise at least $390 million or face being placed into receivership with the Federal Deposit Insurance Corporation (FDIC). One senior banking analysis observed that Corus Bank's prospects for raising capital and avoiding receivership 'appear dim.'" [Document 22.1, p. 9]

Plaintiffs argued that Stillman and Trump violated ILSA law under HUD by saying the building was a Donald J. Trump development when Trump stripped his name from the building before anyone was moving in. [Document 22.1, p.22]

Amended Class Action: "There is an actual, real, and bona fide controversy as to the rights of Plaintiffs along with the other Class members and the rights of the Developer Defendants, and whether the closings scheduled by the Developer Defendants are legal under Florida law. While section 718.106(3), Florida Statutes provides that '[a] unit owner is entitled to the exclusive possession of his or her unit' and that '[h]e or she is entitled to use the common elements in accordance with the purposes for which they are intended," the owners of units in the Condominium will not be able to occupy the units or use the common elements after closing." [Document 22.1, p. 39]

PLAINTIFFS' EX PARTE MOTION TO PERMIT SERVICE ON DEFENDANT BAYROCK GROUP L.L.C. THROUGH PERSONAL SERVICE ON TEVFIK ARIF

Plaintiffs' filed ex parte motion to service bayrock through personal service by mail and email, because when attempted to serve at Bayrock's address (Trump Tower), they were told Bayrock had moved, and when attempted to serve at Bayrock's founder's (Tevfik Arif) personal address, they were told by domestic help that Arif was on an extended absence of three months. [Document 44, p. 2]

*         Bayrock ended up being served on 8/7/09 by delivery to Managing Agent Yavuz Ocyuce. [Document 52, p.1]

DEFENDANTS TRUMP FLORIDA MANAGEMENT, LLC, TRUMP ORGANIZATION, LLC AND DONALD J. TRUMP'S MOTION TO DISMISS THE AMENDED COMPLAINT

Trump's lawyers argued that they are not parties to the Purchase Agreements that Plaintiffs allege were breached and therefore Trump Defendants should be dismissed. [Document 57, p. 5]

Trump Motion to Dismiss: "Second, even assuming arguendo that Plaintiffs are beneficiaries under the license agreement - which they are not - at best they would be only incidental beneficiaries and would have no third party right to sue." [Document 57, p. 7]

MOTION TO SUBSTITUE PARTY AND MOTION FOR STAY

"On September 11, 2009, by determination of the Office of the Comptroller of the Currency ('OCC'), FDIC was appointed as Receiver for defendant Corus Bank, N.A. ('Corus Bank')." [Document 65, p. 2]

Exhibit A is Receivership Determination and Appointment of Receiver for Corus Bank. [Document 65.1, p.1]

DOCUMENT 70

Exhibit A is print how saying that Bayrock and the Stillman Organization developed Trump International Ft. Lauderdale. [Document 70.1, p.2]

TRANSCRIPT OF MOTION HEARING HAD BEFORE THE HONORABLE ADALBERTO JORDAN, UNITED STATES DISTRICT JUDGE.

Judge: "I mean, look, everyone knows generally what's going on here. This is the height of the real estate market. Developers are pumping everything up like it's going to be the second coming of gold. And everyone who's trying to buy thinks, oh, I'm going to get in on the upper end of the curve, and I'm gonna sell high, and I'm going to make out like a bandit like everyone else. Of course, the market melted, so everybody is suing everyone and their mother to try to get out. I'm taking these alleged facts as they exist now in the complaint, as I'm required to do. But taking those facts as true, your clients signed an agreement that says it's a license agreement." [Document 138]

Judge: "That's what happened here. And let me go on the other side, too. Developers, builders, sellers are all skirting all sorts of rules, banks included, to try to get people to buy in, because they're at the upper end of the curve, too, and they're making money hand over fist. So, the market is a complete disaster. Nobody's paying attention to anything. And everyone's trying to make a quick buck. That's what's happening here. And, of course, when everything blows up and people aren't making money, and people are actually standing to lose money, lawsuits get filed." [Document 138]

Judge: "So, your clients are going to come in here and testify at a trial that they believed that Donald Trump was the second coming of Warren Buffett. And that they would not have signed these contracts -- ... and gone into these deals, because the Trump Holy Grail was sitting there at the back of this hotel. That's what they're going to come in here and say." [Document 138]

ROY STILLMAN AND BAYROCK GROUP LLC'S MOTION TO DISMISS OR, IN THE ALTERNATIVE, MOTION TO STRIKE PLAINTIFFS' REQUEST FOR PUNITIVE DAMAGES IN THE SECOND AMENDED COMPLAINT

"As this Court found in previously dismissing claims against co-defendant Donald Trump, the law is clear that Plaintiffs cannot rely on alleged precontract representations when they later sign a contract which contradicts the representations and/or adequately deals with the topic of the alleged prior representations." [Document 147, p. 6]

From: Dieter, Austin
Sent: Friday, May 20, 2016 10:01 PM
To: Bauer, Nick; Crystal, Andy
Subject: Notes

Here are my notes other than the ones I have on the class action.

FL - BROWARD COUNTY, FL - 2007 - GARY DEAR PLAINTIFF VS. SB HOTEL ASSOCIATES LLC, ET AL DEFENDANT - NO. 07-04005-09

This case was brought against only SB Hotel originally. Trump was not added to the Defendants until the Third Amended Complaint. Main complaint in this case was that Plaintiff should get their deposit on a condo back because SB amended the condo documents after Plaintiff signed, without their knowledge.

Case was brought because Defendant alleged SB amended condo documents in 2006 without Plaintiffs knowledge, and refused to return deposit of $363k when Defendant terminated contract In Nov. 2006[Vol 1, p.6]

  *   Changes included changing the percentage share of ownership in common elements of Trump Tower, what the common elements were, parking assignments, deposits for damages during move-in, and the requirements for changing condo docs by vote. [Vol 1, p.6]

Defendant never signed the amended version of the contract [Vol 1, p. 89]

May 2007: default judgment on default filed granting plaintiff to $363k and 7% interest and attorney's fees, but default judgment was reversed. [Vol.1, p. 194]

  *   Judgment was entered because attorneys for Defendant missed a deadline.

Articles of Incorp. For SB Hotels show the Secretary/Treasurer of SB Hotels Jody Kriss had Trump Tower listed as address [Vol. 2, p. 189]

SB Hotel Fort Lauderdale prospectus: "Purchaser understands and agrees that the Hotel Unit Owner intends to retain Trump Florida Management LLC as the intial Hotel Manager and to obtain a limited license agreement from Donald J. Trump to operate the hotel under the tradename "Trump International hotel & Tower Fort Lauderdale." [Vol. 3, p. 42]

2009: Amended 20-Day Summons sent to Donald J. Trump as The Trump Organization and Donald J. Trump are added as Defendants. [Vol. 4, p.8]

Third Amended Complaint: "The Prospectus and Promotional Materials represented that Trump Tower as being developed by celebrity real-estate mogul Donald J. Trump and his company, the Trump Organization." [Vol 4, p. 35]

Third Amended Complaint argues that for the individual units to be economically feasible, the hotel had to exist, and that contracts were an investment in common enterprise and that the contract was an investment contract and Trump violated SEC. [Vol 4, p. 35]

April 2009: Trump attorney wrote "The condominium building is now complete." [Vol. 5, p. 43]

Last filed doc we have is Trump's motion to dismiss third amended complaint. [Vol 5, p. 43]

FL - BROWARD COUNTY, FL - 2009 - JAMES K OPPENHEIMER PLAINTIFF VS. SB HOTEL ASSOC LLC, ET AL DEFENDANT - NO. 09-40812

This case was voluntarily dismissed by Plaintiff Oppenheimer, but included a letter to buyers signed by Trump calling the property his latest development. The same document appears as an exhibit in many of the other cases.

Case was voluntarily dismissed

Complaint: "unexplained delays on the construction site pushed the completion date for the project well past the 2007 date promised to buyers, as well as through 2008 and much of 2009" [p. 76]

Complaint: Owners were only able to occupy their units if the hotel opened [p. 77]

Exhibit A is a letter to buyers from Trump about buying Trump's "latest development" [p. 93]

FL - BROWARD COUNTY, FL - 2009 - MICHEAL POULS PLAINTIFF VS. SB HOTEL ASSOCIATES LLC, ET AL DEFENDANT

Voluntary dismissal

FL - BROWARD COUNTY, FL - 2010 - MICHAEL POULS V. SB HOTEL ASSOCIATES LLC, A DELAWARE LIMITED LIABILITY

Voluntarily Dismissal

FL - BROWARD COUNTY, FL - 2011 - ADEHAM GANY RAMDJAN V. SB HOTEL ASSOCIATES LLC

Voluntarily Dismissal

FL - BROWARD COUNTY, FL - 2012 - DEER VALLEY REALTY INC PLAINTIFF VS. SB HOTEL ASSN LLC, ET AL DEFENDANT - CASE 12-10560

This suit was the first that I saw to mention that SB was created by Trump, Stillman, Bayrock together (this was known by us but not mentioned explicitly in others). This suit went into detail about the May 2009 letter sent to condo buyers telling them they had two weeks to close on their purchases. At the time, the condos were not ready for occupancy, and the letter also informed buyers that the Trump name was in jeopardy, if less than 50% closed the deal was cancelled, and no one could move in if the hotel didn't open. This suit also included a Title to the Property that said the Developers would not be held liable if units developed mold or mycotoxins.

Case was moved to complex litigation division. [6, p. 9]

"Defendants Trump, TO, Trump Florida, Stillman, and Bayrock formed a joint venture for the purpose of developing the project. In October 2004, through newly formed SB Hotel Associates LLC, they acquired the land where the project is located. Shortly thereafter, they submitted building plans to the City of Fort Lauderdale for approval. On February 15, 2005, the City commission approved the plans for the project." [6, p. 13]

Purchasers of units were limited to staying in it for the maximum of 90 days per year and no more than 30 days at a time and this deed restriction was not originally told to purchasers. [6, p. 20]

"As of the date of this complaint, there is an unfinished, vacant building occupying the project site. There is neither a hotel nor a condominium in existence." [6, p.21]

"No declaration of condominium has been recorded in the public records of Broward County, which is a statutory and contractual prerequisite to completion and closing on the sale of any condo hotel units to the purchasers. It is clear that the May 13, 2009 'closing' letter was mailed to purchasers, including Plaintiff, without the declaration of condominium having been recorded. The condo hotel units was never tendered to Plaintiff for closing." [6, p. 23]

"Moreover, while Plaintiff were sent sham closing letters in May 2009, it is now 2012 and the condominium hotel has not been completed and no closings have taken place." [6, p. 30]

Exhibit F is an email from Stillman Development in March 2009 acknowledging funding problems and saying they are unsure how they will proceed. [6, p. 60]

Exhibit G is a letter from SB Hotels Assocites to Trilogy Properties saying that the condo is complete, and furniture is in rooms from May 2009. [6, p.62]

[Exhibit K, Title to the Property and Land Use, 13, p. 139]

FL - BROWARD COUNTY, FL - 2013 - JOHN TAGLIER, AN INDIVIDUAL V. SB HOTEL ASSOCIATES LLC, A DELAWARE LIMITED LIABILITY COMPANY - CASE 08-35643

Joint stipulation for dismissal with prejudice between Plaintiff and Defendant Corus Construction Venture LLC was filed.

  *   This was the only thing we had.

FL - BROWARD COUNTY, FL - 2014 - MATTHEW ABERCROMBIE, ET AL. V. SB HOTEL ASSOCIATES LLC, A DELAWARE LIMITED LIABILITY COMPANY

Order of Dismissal with Prejudice between Plaintiffs and Donald J. Trump is the only document we have. Recorded 7/8/14.