1. Main Arguments
    1. Business Interruption Insurance
      1. The managing TIC (17-Bralove & Brown) executed the original promissory notes, shopped around the TIC investment scheme, and induced others to become investors by buying the TIC product TIC 17 was selling.
      2. One of the loans' requirements was that the borrowers, the TICs, would acquire and maintain Business Interruption Insurance.
      3. The responsibilty for meeting this requirement would have been, first, the share-selling TIC's, and, second, the managing TIC's—i.e., TIC 17's.
      4. TIC 17 was negligent because
        1. If the requirement was met, then the managing TIC was negligent when it failed to make a claim on the policy during the interruption to business that occurred when the sequestration prevented a timely lease renewal, which ultimately resulted in default.
        2. If the requirement was not met, then the managing TIC was negligent for not fulfilling the terms of the mortgage it had negotiated, signed, and sold to other investor TICs.
    2. Bad Faith
      1. G8 asserted it had no plans to foreclose. (waiting for email documentation)
      2. TIC 17 asserted the same (waiting for email documentation)
      3. Arent Fox billing records show contemporaneous preparation for foreclosure.
  2. Original Documents
    1. Bralove Opinion (Jun 05, 2008) (Bralove law office, also the managing TIC, reviewed all the documents, including those containing the business interruption insurance requirement, and including the Tenant in Common Agreement)
    2. Kelley Drye Opinion / Partial Assumption of Loan in the principal amount of $33,800,000 (May 19, 2010) (a court could enjoin remedy in a default if there has been a violation of creditor's implied covenant of good faith) (this opinion sought, I believe, because Bralove not licensed in Virgina) This opinion was specifically in regard to TICs 33 & 34. (TIC 34 is Pat & Ken). The way I read this, they are saying that the right to non-judicial, well, here:


      Wouldn't
      1. the violation of the implied covenant of good faith I(b)
      2. or G8's intentional and unreasonable delay in executing the GSA's request for a large increase in "space-months" or
      3. the imaginative calculations determining property value at the time of default

      be examples of conduct as described above?

    3. Arent Fox Billing (May 2014 - Sep 2015)
      1. repeated references to 2013 Illinois case (having to do with responsibility of TIC member to provide insurance coverage for all TIC members and right of all members to share in benefits of that coverage)
      2. after Bralove files for Ch 11 bankruptcy



        "springing recourse" is the mechanism by which they filed $14 mm suit against Ken. Apparently the only other TIC member who had been vulnerable on this score was Bralove. Bralove did not have one filed against him.

      3. By July, 2014 there are repeated references to the foreclosure strategy in discussions including G8. Meanwhile, G8 was telling the TICs that they would not foreclose, but give them time to resign their GSA leases.
      4. During this time, Bralove too, was assuring the TICs of the probity of G8's assurances.





    4. Primary Documents (290 pp)
      1. PROOF OF CLAIM (p1)
      2. ITEMIZED STATEMENT OF INTEREST, CHARGES AND FEES (p 7)
      3. PROMISSORY NOTE (p 32) (Brown signed docs for other TICs up to 9, other TICs not signed [?], Jill Bralove, notary)
        1. Waiver of trial by jury §15
        2. Allonge Endorsement attached to first promissory note
      4. ALLONGE ENDORSEMENT TO PROMISSORY NOTE (Susquehanna sells to G8) (p 52) (Nov 22, 2013)
      5. SECOND PROMISSORY NOTE (p 55) (Aug 18, 2011)
        1. Hedging Contract
        2. Brown (TIC 17) signed on behalf of all TICs 1-40 (excluding TICs 7 & 36)
      6. ALLONGE ENDORSEMENT TO SECOND PROMISSORY NOTE (Susquehanna sells to G8) (p 105) (Nov 22, 2013) Again, 41 TICS listed, not 40
      7. DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS, etc (p 109)
    5. Bankruptcy Filing (Sep 09, 2015) (Master Case)
      1. The case is assigned to Judge Kenny. This was strategized for by Arent Fox
      2. Misken Appeal (Apr 28, 2016)
      3. Motion to Withdraw Reference (Altmiller) (Apr 28, 2016)
      4. Motion for Abstention (Altmiller) (Apr 28, 2016)
  3. Related Court Cases
    1. B&B Alexandria Corporate Park TIC 10, LLC (db) vaebke 1:15-bk-12361 7 07/09/2015
    2. B&B Alexandria Corporate Park TIC 17, LLC (db) vaebke 1:14-bk-12434 7 06/27/2014 05/11/2015 Discharge Not Applicable
      1. Bralove, David H. (desig) vaebke 1:14-bk-12434 7 06/27/14 05/11/15 Discharge Not Applicable
    3. B&B Alexandria Corporate Park TIC 3, LLC (cd) vaebke 1:16-ap-01058 04/07/2016
      1. B&B Alexandria Corporate Park TIC 3, LLC (pla) vaebke 1:16-ap-01058 04/07/2016
      2. B&B Alexandria Corporate Park TIC 4, LLC (cd) vaebke 1:16-ap-01058 04/07/2016
      3. B&B Alexandria Corporate Park TIC 4, LLC (pla) vaebke 1:16-ap-01058 04/07/2016
      4. B&B Alexandria Corporate Park TIC 5, LLC (cd) vaebke 1:16-ap-01058 04/07/2016
      5. B&B Alexandria Corporate Park TIC 5, LLC (pla) vaebke 1:16-ap-01058 04/07/2016
      6. B&B Alexandria Corporate Park TIC 6, LLC (cd) vaebke 1:16-ap-01058 04/07/2016
      7. B&B Alexandria Corporate Park TIC 6, LLC (pla) vaebke 1:16-ap-01058 04/07/2016
    4. B&B Alexandria Corporate Park TIC 3, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
      1. B&B Alexandria Corporate Park TIC 34, LLC (cd) vaebke 1:16-ap-01030 02/09/2016
      2. B&B Alexandria Corporate Park TIC 34, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
      3. B&B Alexandria Corporate Park TIC 4, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
      4. B&B Alexandria Corporate Park TIC 5, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
      5. B&B Alexandria Corporate Park TIC 6, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
      6. B&B Alexandria Corporate Park TIC 7, LLC (pla) vaebke 1:16-ap-01030 02/09/2016
    5. B&B Alexandria Corporate Park TIC 34, LLC (pty) 04cae 16-1136 3422 02/10/2016
    6. B&B Alexandria Corporate Park TIC 10, LLC (db) vaedce 1:2016-cv-00231 422 03/03/2016
    7. B&B Alexandria Corporate Park TIC 34, LLC (a) vaedce 1:2015-cv-01441 422 11/03/2015 01/22/2016
      1. B&B Alexandria Corporate Park TIC 34, LLC (db) vaedce 1:2015-cv-01441 422 11/03/2015 01/22/2016
    8. B & B Alexandria Corporate Park TIC 34, LLC (db) vaebke 1:15-bk-13290 7 09/21/15
  4. Two Court Cases Involving G8
    1. Spires v G8 Capital MERS (36pp) (2006-03-26)
    2. G8 v Deutsche Bank

      In New York's Southern District G8 sued Deutsche Bank, with whom it had an extensive business history in the "distressed loan opportunity" market, for "breach of contract, breach of the implied covenant of good faith and fair dealing, unfair competition and unjust enrichment."
  5. Case Law
    1. Illinois case (2013) repeatedly referenced (?) in Arent Fox Billing(having to do with a managing member of a TIC having the obligation to purchase insurance for all the TIC members)
    2. Slorp v. Lerner, Sampson & Rothfuss, 2014 U.S. App. LEXIS 18816 (6th Cir. Sept. 29, 2014):
      1. Bank of America voluntarily dismisses a foreclosure, court vacates, after homeowner challenges Assignment of Deed of Trust
      2. Fraudulent Mortgage Assignment and Fraud on Court in Bringing Mortgage Action, Not Underlying Default on Mortgage, Caused Injury in Form of Attorney's Fees Sustaining RICO Action
    3. Miccosukee Tribe of Indians of Fla. v. Cypress
      1. Misleading statements if precisely articulated can support a RICO claim
      2. It is my understanding that those statements can be produced in this case
  6. Misc
    1. David H. Bralove
      1. From 1992 - 2001, Bralove was an insurance attorney specializing in getting insurance companies to pay up.
      2. Here is a list of the Delaware LLCs formed by B&B
        1. B&B ALEXANDRIA CORPORATE PARK, LLC [4/8/2008]
        2. B&B ALEXANDRIA CORPORATE PARK INVESTORS, LLC [4/8/2008]
        3. B&B ALEXANDRIA CORPORATE PARK MANAGEMENT, LLC [4/8/2008]
        4. B&B ALEXANDRIA CORPORATE PARK TIC 1, LLC [4/8/2008]
        5. B&B ALEXANDRIA CORPORATE PARK TIC 2, LLC [4/8/2008]
        6. B&B ALEXANDRIA CORPORATE PARK TIC 3, LLC [4/8/2008]
        7. B&B ALEXANDRIA CORPORATE PARK TIC 4, LLC [4/8/2008]
        8. B&B ALEXANDRIA CORPORATE PARK TIC 5, LLC [4/8/2008]
        9. B&B ALEXANDRIA CORPORATE PARK TIC 6, LLC [4/8/2008]
        10. B&B ALEXANDRIA CORPORATE PARK MEZZ BORROWER, LLC [5/23/2008]
        11. B&B ALEXANDRIA CORPORATE PARK SPECIAL MEMBER, LLC [5/23/2008]
        12. B&B ALEXANDRIA CORPORATE PARK TIC 7, LLC [5/27/2008]
        13. B&B ALEXANDRIA CORPORATE PARK TIC 8, LLC [5/27/2008]
        14. B&B ALEXANDRIA CORPORATE PARK TIC 9, LLC [5/27/2008]
        15. B&B ALEXANDRIA CORPORATE PARK TIC 10, LLC [5/27/2008]
        16. B&B ALEXANDRIA CORPORATE PARK TIC 11, LLC [8/13/2008]
        17. B&B ALEXANDRIA CORPORATE PARK TIC 12, LLC [8/13/2008]
        18. B&B ALEXANDRIA CORPORATE PARK TIC 13, LLC [8/13/2008]
        19. B&B ALEXANDRIA CORPORATE PARK TIC 14, LLC [8/13/2008]
        20. B&B ALEXANDRIA CORPORATE PARK TIC 15, LLC [8/13/2008]
        21. B&B ALEXANDRIA CORPORATE PARK TIC 16, LLC [9/12/2008]
        22. B&B ALEXANDRIA CORPORATE PARK TIC 17, LLC [9/12/2008]
        23. B&B ALEXANDRIA CORPORATE PARK TIC 18, LLC [9/12/2008]
        24. B&B ALEXANDRIA CORPORATE PARK TIC 19, LLC [9/12/2008]
        25. B&B ALEXANDRIA CORPORATE PARK TIC 20, LLC [9/12/2008]
        26. B&B ALEXANDRIA CORPORATE PARK TIC 21, LLC [11/18/2008]
        27. B&B ALEXANDRIA CORPORATE PARK TIC 22, LLC [11/18/2008]
        28. B&B ALEXANDRIA CORPORATE PARK TIC 23, LLC [11/18/2008]
        29. B&B ALEXANDRIA CORPORATE PARK TIC 24, LLC [11/18/2008]
        30. B&B ALEXANDRIA CORPORATE PARK TIC 25, LLC [11/18/2008]
        31. B&B ALEXANDRIA CORPORATE PARK TIC 26, LLC [11/18/2008]
        32. B&B ALEXANDRIA CORPORATE PARK TIC 27, LLC [11/18/2008]
        33. B&B ALEXANDRIA CORPORATE PARK TIC 28, LLC [11/18/2008]
        34. B&B ALEXANDRIA CORPORATE PARK TIC 29, LLC [11/18/2008]
        35. B&B ALEXANDRIA CORPORATE PARK TIC 30, LLC [11/18/2008]
        36. B&B ALEXANDRIA CORPORATE PARK TIC 31, LLC [5/29/2009]
        37. B&B ALEXANDRIA CORPORATE PARK TIC 32, LLC [5/29/2009]
        38. B&B ALEXANDRIA CORPORATE PARK TIC 33, LLC [5/29/2009]
        39. B&B ALEXANDRIA CORPORATE PARK TIC 34, LLC [10/5/2009]
        40. B&B ALEXANDRIA CORPORATE PARK TIC 35, LLC [10/7/2009]
        41. B&B ALEXANDRIA CORPORATE PARK TIC 36, LLC [10/7/2009]
        42. B&B ALEXANDRIA CORPORATE PARK TIC 37, LLC [10/9/2009]
        43. B&B ALEXANDRIA CORPORATE PARK TIC 38, LLC [6/2/2010]
        44. B&B ALEXANDRIA CORPORATE PARK TIC 39, LLC [6/2/2010]
        45. B&B ALEXANDRIA CORPORATE PARK TIC 40, LLC [1/4/2011]
        46. B&B ALEXANDRIA CORPORATE PARK TIC 41, LLC [1/4/2011]
        47. B&B ALEXANDRIA CORPORATE PARK TIC 42, LLC [1/4/2011]
    2. Minutes from a Board Meeting of an HOA G8 took control of (every board member a G8 exec) in a development called La Mirage, Ridgecrest, CA.
      1. Shows denial of basic services to homeowners
      2. Homeowners charged exorbitant fees, nontheless
      3. No accounting ever forthcoming
      4. One of the homeowners in attendance willing to be a party to any suit
    3. There are numerous examples of misleadingly named LLCs, mis-titled documents—all sorts of shenanigans
      1. for any interested party
      2. another example
      3. more examples
    4. Regarding G8 itself, marked retraction:

    5. FWIW Arent Fox billing

    6. FOIA
      1. The FED

        The FED has delivered roughly 650 pages that as of April 23 I haven't looked at.

        1. Acknowledgement letter
        2. Combined released docs (239 pp)
        3. Public application (398 pp)
      2. The FDIC.

        This is most recent communication from the Fed as of this writing (Apr 21, 2016). The FDIC, to date, has only acknowledged receipt of the request.