mayor elect richard thomas' top advsior named in federal r.i.c.o. lawsuit

7/24/2019 MAYOR ELECT RICHARD THOMAS' TOP ADVSIOR NAMED IN FEDERAL R.I.C.O. LAWSUIT

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Dennis F. GleasonKhoren BandazianCARELLA, BYRNE, BAIN, GILFILLAN,

CECCHI, STEWART & OLSTEIN5 Becker Farm Road

Roseland, NJ 07068(973) 994-1700Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

NICHOLAS TARSIA; HAROLD P. COOK, III;BRUCE G. BOHUNY; GERSHONALEXANDER; JONI PROPERTY TRUST,LLC; SOUTH BROADWAY CORPORATEGROUP, LLC; SOUTH BROADWAY BOYS,LLC; 45 HOLDINGS, LLC; AND THETROLLEY BARN LOFTS ON THE HUDSON,LLC;

Plaintiffs,

v.

JOSEPH F. SPIEZIO, III; LOUISE SPIEZIO;SPIEZIO FAMILY HOLDINGS, LLC;LAWRENCE KALKSTEIN & COMPANY;LAWRENCE KALKSTEIN, INDIVIDUALLY;LAWRENCE KALKSTEIN D/B/A MBA TAXASSOCIATES; ANDREW KONECNI; SCOTTFREDERICKS; CHESS ABSTRACT AGENCY,LLC; SMITH, BUSS & JACOBS, LLC ANDSTEWART TITLE INSURANCE COMPANY,

Defendants.

:

:::::::::::

::::::::::::::

CIVIL ACTION NO. 06-__________

COMPLAINT AND JURY DEMAND

Plaintiffs Nicholas Tarsia ("Tarsia"), Harold P. Cook, III ("Cook"), Bruce G. Bohuny

("Bohuny"), Gershon Alexander ("Alexander"), Joni Property Trust, LLC ("Joni Property"),

Case 2:33-av-00001 Document 7-1 Filed 05/02/2006 Page 1 of 52Case 2:06-cv-02044-KSH-PS Document 1 Filed 05/03/06 Page 1 of 52 PageID: 5


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South Broadway Corporate Group, LLC ("South Broadway"), South Broadway Boys, LLC

("South Broadway Boys"), 45 Holdings, LLC ("45 Holdings") and The Trolley Barn Lofts on the

Hudson, LLC ("Trolley Barn"), allege the following:

THE PARTIES

A. Plaintiffs

1. Nicholas Tarsia resides in Paterson, Passaic county, New Jersey.

2. Harold P. Cook, III resides in North Haledon, Passaic county, New Jersey.

3. Bruce G. Bohuny resides in Franklin Lakes, Bergen county, New Jersey.

4. Gershon Alexander resides in Monsey, Rockland county, New York.

5. Joni Property is a New York limited liability corporation with offices at 55 Main

Street, Yonkers, New York. Its members are Nicholas Tarsia and Joseph Spiezio.

6. South Broadway is a New York limited liability corporation with offices in North

Haledon, New Jersey. Its original members were Nicholas Tarsia, Harold Cook, Joseph Spiezio

and Bruce Bohuny.

7. South Broadway Boys is a New Jersey limited liability corporation with offices in

North Haledon, New Jersey. Its members are Harold Cook, Joseph Spiezio and Bruce Bohuny.

8. 45 Holdings is New York limited liability corporation with offices in North

Haledon, New Jersey. Its members are Harold Cook, Bruce Bohuny and Gershon Alexander.

9. Trolley Barn is New York limited liability corporation with offices at c/o Joni

Management, 55 Main Street, Yonkers, New York. Its members are Nicholas Tarsia, Harold

Cook and Joseph Spiezio.

B. Defendants

10. Joseph F. Spiezio, III ("Spiezio"), is a resident of New Rochelle, Westchester

county, New York.



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11. Louise Spiezio ("Louise Spiezio"), is a resident of New Rochelle, Westchester

county, New York.

12. Spiezio Family Holdings, LLC ("Spiezio Family Holdings"), is a New York

limited liability corporation located in New Rochelle, Westchester county, New York. On

information and belief, its members are Joseph Spiezio and Louise Spiezio.

13. Lawrence Kalkstein & Co. ("Kalkstein & Co"), an accounting firm, on

information and belief, is a New York corporation with offices in Montrose, New York.

14. Lawrence Kalkstein ("Kalkstein"), is a resident of Montrose, New York.

Kalkstein is an accountant.

15. MBA Tax Associates ("MBA Tax Associates"), on information and belief, is an

entity owned or controlled by Lawrence Kalkstein, with offices in Montrose, New York.

16. Andrew Konecni ("Konecni") is a resident of the State of New York.

17. Scott Fredericks ("Fredericks") is a resident of the State of New York.

18. Chess Abstract Agency, LLC ("Chess Abstract") is a title insurance agency and

on information and belief, is a New York limited liability corporation with its principal place of

business at 55 Main Street, Yonkers, New York. On information and belief, its members are

Andrew Konecni and Joseph Spiezio.

19. Smith, Buss & Jacobs LLP ("Smith Buss") is a law firm located in Yonkers, New

York.

20. Stewart Title Insurance Company ("Stewart Title") is a title insurance company

licensed to do business in the State of New York with an address at 250 Park Avenue, New

York, New York.



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JURISDICTION AND VENUE

21. Jurisdiction is vested in the United States District Court pursuant to 28 U.S.C.

1331, 18 U.S.C. 1964 and 28 U.S.C. 1367.

22. Venue is proper in the United States District Court for the District of New Jersey

pursuant to 18 U.S.C. 1964, 28 U.S.C. 1391 and 18 U.S.C. 1965.

NATURE OF THE ACTION

23. This action arises out of, among other things, violation of the Racketeer

Influenced and Corrupt Organization Act, 18 U.S.C. 1961, et seq. by Spiezio and others; breach

of fiduciary duty by Spiezio in connection with his management of limited liability corporations;

breach of contract by Spiezio in connection with his management of limited liability

corporations; conversion and unjust enrichment by Spiezio and others; breach of fiduciary duty

by the accountant for the limited liability corporations; and breach of contract and unjust

enrichment by the law firm retained by one of the limited liability corporations.

24. Commencing about 1998, Spiezio has been entrusted with managing the

operations of single purpose limited liability companies ("LLCs") with whom he has shared

ownership with plaintiffs Tarsia, Cook and others. Each of the LLCs was to own, manage and

operate various real estate investments.

25. Rather than manage the operations of the LLCs in a loyal, trustworthy and

professional manner, Spiezio has repeatedly violated his position of trust and his fiduciary duty.

Through artifice and deceit, Spiezio has intentionally diverted millions of dollars of corporate



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assets from the LLCs to himself, his family members, entities under his ownership and control,

and others.

26. Additionally, Spiezio has commingled corporate assets with his own assets and

those of other individuals and/or entities that he controls and/or owns in violation of both his

fiduciary duty and the provisions of the operating agreements governing the LLCs.

27. Finally, as an integral part of his scheme to cover up his illegal conduct, Spiezio

has, notwithstanding repeated requests, stubbornly and arrogantly failed and refused to provide

to other members of the LLCs corporate records, information and documentation to which they

are absolutely entitled.

28. As a result, plaintiffs seek both legal and equitable relief against Spiezio and those

who have assisted him.

BACKGROUND

A. Trolley Barn

1. Formation of Trolley Barn

29. Trolley Barn was formed January 3, 2002. Its members are Tarsia, Cook and

Spiezio, whose interests are 30 percent, 30 percent and 40 percent, respectively.

30. It was agreed by the members that Spiezio's percentage would be larger as a result

of his agreement to function as the managing member.

31. Spiezio was, in fact, designated as the managing member in the operating

agreement.

32. On July 11, 2002, Trolley Barn obtained title to 92 Main Street, Yonkers, New

York ("92 Main Street") by deed from the City of Yonkers. 92 Main Street is a former industrial



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building containing approximately 73,000 square feet that was to be renovated into 40 residential

live/work units and approximately 16,000 square feet of ground floor retail space.

33. Following the purchase of 92 Main Street, Trolley Barn commenced renovations

for the purpose of converting the property into a condominium consisting of mixed-use

commercial and residential condominium units for ultimate sale or rent (the "Trolley Barn

Project").

2. Funding for the Trolley Barn Project

34. On July 11, 2002, Trolley Barn entered into a land acquisition/construction loan

agreement with Valley National Bank for $5,500,000. As further security for the land

acquisition/construction loan, Trolley Barn granted to Valley National Bank a blanket

assignment of the existing and future leases and rents for the tenancies at 92 Main Street. The

mortgage was subsequently modified and increased to $7,000,000 as additional funding was

required.

35. On March 4, 2005, Trolley Barn refinanced the land acquisition/construction loan

with Doral Bank, FSB, increasing the loan amount to $10,400,000, in order to obtain additional

funds that Spiezio represented were needed to complete the Trolley Barn Project.

3. Spiezio's management of Trolley Barn

a. Failure to produce records to members

36 The operating agreement for Trolley Barn expressly states that the managing

member shall provide its members with a quarterly report of Trolley Barn's operations. The

operating agreement also states that each member and his respective attorneys, accountants and

other advisors shall have the right at all times to examine, review, audit and make copies of

Trolley Barns books and records.



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37. Tarsia and Cook repeatedly demanded an accounting and backup documentation,

including copies of invoices from and checks to Joni Management & Realty Services, LLC

("Joni Management") representing the payments made to certain vendors on behalf of Trolley

Barn. Spiezio and defendant Kalkstein adamantly failed and refused to provide same.

38. On repeated occasions since at least 2003, both Cook and Tarsia have requested

Spiezio to provide documentation regarding the expenses associated with Trolley Barn and the

Trolley Barn Project. On virtually all occasions, Spiezio failed and refused to provide the

documentation requested or provided insufficient or intentionally misleading documentation.

39. Reports and documentation that Spiezio refused to provide include: petty cash

expenditures, monthly income/expense reports for Trolley Barn, an accounting of the receipt

disposition of the construction funds for the Trolley Barn Project, an accounting of Spiezio

controlled or owned entities that received funds from Trolley Barn and alleged payments to

Trolley Barn vendors.

b. Failure to timely pay vendors leading to mechanics liens

40. As managing member, Spiezio was responsible for payment of all invoices and

obligations relating to Trolley Barn and the Trolley Barn Project.

41. Throughout 2003, 2004 and 2005, Spiezio failed to make timely payments to

contractors, suppliers, materialmen and vendors who had supplied products or services for the

Trolley Barn Project.

42. Spiezio's failure to make timely payments was the result of his having diverted

Trolley Barn funds to non-Trolley Barn related expenses and/or to his own personal gain.

43. As a consequence of Spiezio not making timely payments to various vendors,

certain vendors obtained judgments against Trolley Barn and mechanic's liens were recorded

against 92 Main Street.



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44. Spiezio concealed from the other members of Trolley Barn that he had failed to

make timely payments to vendors and that mechanic's liens had been recorded against 92 Main

Street as part of his scheme to divert Trolley Barn funds.

45. As a result of Spiezio's conduct in this regard, Tarsia and Cook were required to

satisfy these unpaid debts and incur expenses to seek relief from the mechanic's liens and were

otherwise damaged.

46. In addition, Spiezio, acting in concert with defendants Chess Abstract, Konecni,

and Stewart Title, deliberately concealed the mechanic's liens from the construction lender in

order to obtain construction financing "drawdowns" for the Trolley Barn Project.

c. Siphoning from laborers on the Trolley Barn Project

47. Spiezio functioned as the construction manager for the Trolley Barn Project. His

duties included weekly payment of certain on-site workers.

48. Beginning as early as 2004, Spiezio elected to pay or arrange to have the various

on-site workers paid in cash.

49. Spiezio would receive a weekly list of the on-site workers to be paid and the

amount to be paid to each from defendant Fredericks. Spiezio and/or Fredericks would routinely

pay the workers approximately 20 percent less than the amount listed. On information and

belief, Spiezio diverted the difference to non-Trolley Barn related expenses and/or retained the

diverted money for his personal benefit.

50. Spiezio knew that documentation kept as part of Trolley Barn records in support

of the payments to on-site workers was false and fraudulent.

d. Spiezio's mismanagement of construction

51. As stated above, Spiezio had full responsibility for overseeing and managing the

Trolley Barn Project.



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52. Spiezio failed to perform his oversight and construction management

responsibilities.

53. Spiezio's failures include:

failure to obtain engineering plans for the first floor commercial space ofthe Trolley Barn Project;

failure to cause required electrical conduits to be installed;

failure to cause proper plumbing and heating, ventilation, and airconditioning conduits and systems to be installed;

causing an improper sub-floor to be installed on the third floor of theTrolley Barn Project;

generally failed to properly oversee and manage the construction process;

delayed the construction process and completion of the Trolley BarnProject, incurring additional interest expense and other carrying costs, (i.e.,taxes, insurance and utilities);

failed to test and winterize the fire sprinkler system;

failed to properly seal and caulk the windows; and

failed to point bricks on the side of the building facing the railroad.

54. As a result of Spiezio's mismanagement of the Trolley Barn Project, Tarsia and

Cook have been substantially damaged.

4. Subsequent funding for the Trolley Barn Project

a. False and misleading statements by Spiezio

55. Spiezio repeatedly provided false and misleading information with respect to the

cost to complete the Trolley Barn Project. On repeated occasions, Spiezio grossly understated

the construction costs, without supporting documentation. Spiezio's understatement of the cost

to complete the Trolley Barn Project were made to induce Tarsia and Cook to continue in the

Trolley Barn Project and to conceal Spiezio's diversion of massive amounts of construction funds



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dedicated to complete the Trolley Barn Project. The understatements also resulted in the need to

obtain multiple refinancings for the Trolley Barn Project.

56. In connection with the refinancings, the members of Trolley Barn were required

to submit to lending institutions certain financial information and to make certain

representations.

57. The members of Trolley Barn understood that submitting false information might

result in a default by Trolley Barn under existing or refinanced loans.

58. Spiezio, as one of the members of the Trolley Barn, submitted documentation to

lending institutions that he knew to be false and misleading. By way of example, he failed to

disclose that he had transferred his interest in Trolley Barn to defendant Spiezio Family

Holdings.

59. Spiezio's failure to disclose the transfer of his membership interest in Trolley

Barn to Spiezio Family Holdings placed Tarsia and Cook at risk in that it caused Tarsia and

Cook to bear a disproportionate share of the liability under the construction loan. Tarsia and

Cook personally guaranteed the loan, but Spiezio Family Holdings entered into no such

guarantee.

5. Other Spiezio schemes

a. Payments to political campaigns

60. During the period of at least 2002 through 2004, Spiezio, on multiple occasions,

authorized and caused contributions to be made various political campaign funds from accounts

of Trolley Barn that were earmarked for the payment of expenses for the Trolley Barn Project.

61. The payments to political campaigns were made without the approval or

knowledge of the other members of Trolley Barn.



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62. The payments to political campaigns were part of Spiezio's scheme to divert funds

from the Trolley Barn Project for non-Trolley Barn Project related expenses and/or for his

personal interest and gain.

b. Transfer of membership interest and funds to Spiezio Family

Holdings

63. Section 9.1 of the Trolley Barn operating agreement expressly states that a

member may not transfer his interest in the Trolley Barn without written consent of all the other

members.

64. On information and belief, some time before April 13, 2003, Spiezio secretly

transferred his interest in Trolley Barn to Spiezio Family Holdings.

65. After secretly transferring his interest in Trolley Barn to Spiezio Family Holdings,

Spiezio falsely represented to parties dealing with Trolley Barn that he personally continued to

be a member of Trolley Barn.


authorized and caused to be made from accounts of Trolley Barn payments to Spiezio Family

Holdings.

67. The payments to Spiezio Family Holdings were made without the knowledge or

approval of the other members of Trolley Barn.

68. The transfer of funds to Spiezio Family Holdings was part of Spiezio's scheme to

divert funds from Trolley Barn to non-Trolley Barn related expenses and/or for his personal

interest and gain.

c. Other improper payments made or authorized by Spiezio


illegally authorized and caused payments to be made from the accounts of Trolley Barn to

himself and/or to others totaling hundred of thousands of dollars. By way of example:



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Spiezio authorized payments to an insurance company for automobileinsurance. However, no automobile insurance was necessary for TrolleyBarn.

Spiezio authorized payments to John Hancock Financial Services. However,

there was no need for Trolley Barn to use John Hancock Financial Services.

Spiezio authorized checks made payable to "cash" that were subsequentlycashed or deposited by Spiezio into his personal accounts. These checks totalin excess of $200,000 through December 2004.

Spiezio authorized Trolley Barn to pay several credit card accounts. Theamount paid for these accounts for the period of July 2002 through December2004 was in excess of $450,000.

Defendant Louise Spiezio, the spouse of Spiezio, charged items on credit

cards that were paid for from Trolley Barn accounts. Payments for theseexpenses were approved and authorized by Spiezio.

70. Notwithstanding requests by Tarsia and Cook to Spiezio to produce supporting

documentation as to how the above expenses and others relate to Trolley Barn, Spiezio has failed

and refused to provide Tarsia or Cook the documentation supporting the underlying expenses.

71. The payments referred to above were part of Spiezio's scheme to divert funds

from Trolley Barn to non-Trolley Barn related expenses and/or for his personal interest and gain.

d. Commingling of funds by Spiezio

72. The operating agreement of Trolley Barn has separateness covenants and provides

that the managing member shall not commingle the assets of Trolley Barn with any other entity.

73. Trolley Barn funds were transferred to and/or received from the bank accounts of

Joni Property, Mercantile Lofts, LLC, Gazette Realty Holdings, LLC, Long Beach Road

Holdings, LLC and South Broadway. None of these entities was part of Trolley Barn.

74. The transfers to and/or receipts from these entities were made without the

knowledge or approval of the other members of Trolley Barn.



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75. When these transfers and receipts were discovered, Tarsia and Cook made

repeated requests to Spiezio, Fredericks (the bookkeeper) and Kalkstein (the accountant) for

documentation explaining the transfer and receipt of funds to/from these entities. However, in

furtherance of and consistent with his scheme, Spiezio, (along with Fredericks and Kalkstein, at

Spiezios direction) failed and refused to provide any explanation or documentation.

76. The commingling of funds was part of Spiezio's scheme to divert funds from

Trolley Barn to non-Trolley Barn expenses and/or for his personal and his familys personal

gain.

e. Diversion of corporate assets

77. On information and belief, Spiezio directed and authorized that construction

materials be delivered to his residence in New Rochelle, New York and other locations. These

materials were improperly charged to and paid for by Trolley Barn although they were not part

of the Trolley Barn Project.

78. On information and belief, Spiezio directed and authorized workers who were

ostensibly hired to perform work on the Trolley Barn Project to instead perform work at his

residence in New Rochelle. The work performed at Spiezio's residence was improperly charged

to and paid for by Trolley Barn although the work was not for the Trolley Barn Project.

79. Neither Tarsia nor Cook was aware of this diversion of labor and materials and

neither of them approved this activity.

80. Use of labor and materials designated for and paid for by Trolley Barn was part of

Spiezio's scheme to divert funds from Trolley Barn to non-Trolley Barn expenses and/or for his

personal and his familys personal gain.



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6. Kalkstein, MBA Tax Associates and Kalkstein & Co.

81. Kalkstein, a convicted felon, was retained by Spiezio to prepare financial

documents and income tax returns for Trolley Barn as well as other entities in which Spiezio,

Tarsia and Cook had an interest. Kalkstein performed such work under the names Kalkstein &

Co. or MBA Tax Associates.

82. As part of that work, Kalkstein had access to the financial records of Trolley

Barn.

83. Kalkstein knew that Tarsia and Cook were members of Trolley Barn.

84. Notwithstanding this knowledge, Kalkstein failed to disclose to Tarsia and Cook

the commingling, diversion and/or conversion of funds by Spiezio.

85. Upon learning that Kalkstein was a convicted felon and required to surrender his

license as a certified public accountant, Tarsia and Cook repeatedly demanded that Spiezio

replace Kalkstein with a licensed certified public accountant in good standing. Spiezio failed

and refused to do same.

86. Tarsia and Cook also repeatedly requested Kalkstein to provide Tarsia and Cook

with all Trolley Barn financial information and records.

87. Notwithstanding that Kalkstein knew that Tarsia and Cook were members of

Trolley Barn, Kalkstein refused to produce financial information and records concerning Trolley

Barn to Tarsia and Cook.

88. Kalksteins actions were controlled by and done at the direction of Spiezio in

furtherance of Spiezios scheme to divert funds from Trolley Barn to non-Trolley Barn expenses

and/or for his personal gain.



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7. Chess Abstract, Konecni and Stewart Title

89. At various times, Chess Abstract, a title agency company owned and or controlled

by Spiezio, was retained to perform title rundowns searches relating to construction loan

"drawdowns" on the Trolley Barn Project. Chess Abstract was an agent of defendant Stewart

Title. Konecni was the co-owner and director of operations of Chess Abstract.

90. On multiple occasions, Chess Abstract and Konecni, with the knowledge and at

the direction of Spiezio, deliberately failed to disclose mechanic's liens recorded against 92 Main

Street.

91. On information and belief, Chess Abstract, as agent for Stewart Title, failed to

make disclosure of the mechanic's liens in furtherance of Spiezio's scheme to divert funds from

Trolley Barn.

92. Furthermore, on at least one occasion, Chess Abstract and Konecni, during loan

closings for Trolley Barn, caused Trolley Barn monies to be used to pay the personal expenses of

Spiezio in furtherance of Spiezio's scheme to divert funds from Trolley Barn.

8. Fredericks

93. Fredericks was hired by Spiezio as a bookkeeper/controller for Trolley Barn and

other entities that Spiezio managed, controlled or had a direct or indirect ownership interest in.

94. Fredericks acted in furtherance of Spiezios scheme to divert funds from Trolley

Barn to non-Trolley Barn related expenses and/or for Spiezios personal gain. In that regard,

Fredericks acts include:

preparing false payroll records for the Trolley Barn Project;

assisting in the unauthorized payments from the accounts of Trolley Barnto other entities which had not provided goods or services to Trolley Barn;



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assisting and/or failing to report Spiezios diversion of funds from TrolleyBarn; and

failing to provide financial records to other members of Trolley Barn andassisting in Spiezios commingling of Trolley Barn funds.

9. Representation by Smith Buss

95. In October 2004, at the insistence of Spiezio, Smith Buss was retained by Trolley

Barn to prepare an offering plan for the conversion of the Trolley Barn Project to a

condominium.

96. Smith Buss and Trolley Barn entered into a written fee agreement concerning the

legal services to be provided by Smith Buss.

97. As part of the fee agreement, Trolley Barn was required to and did pay Smith

Buss an initial payment of $10,000.

98. None of the work required under the fee agreement for the conversion plan was

performed by Smith Buss or was ever provided to Tarsia or Cook, notwithstanding their repeated

requests for same.

99. Although no conversion plan had been submitted, Smith Buss requested that Tarsia

and Cook execute a certification that they had reviewed the conversion plan, when in fact no

conversion plan had ever been prepared or provided. What is more, Smith Buss knew that making

such a request was improper under the circumstances.

100. Shortly thereafter, by letter dated October 5, 2005, Smith Buss advised Tarsia and

Cook that it would no longer provide the legal services set forth in the fee agreement. Smith

Buss apparently decided that its relationship with Spiezio presented a conflict of interest.

101. As a result of the foregoing, Tarsia and Cook requested Smith Buss to refund the

$10,000 fee. To date, none of the money has been returned.



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102. Furthermore, the failure of Smith Buss to complete the offering plan has caused

Trolley Barn to unnecessarily incur substantial carrying costs, including interest, taxes,

insurance, utilities, etc.

103. As a result of the conduct of Smith Buss, the condominium conversion plan has

not been accomplished and Tarsia and Cook have been substantially damaged.

B. Joni Property

104. The members of Joni Property are Tarsia and Spiezio who each have a 50 percent

interest.

105. The sole asset of Joni Property is the Centuck Shopping Center ("Centuck"), a

property located at 1557-1591 Central Park Avenue, Yonkers, New York. Centuck consists of

approximately 47,000 square feet of rentable commercial retail space with approximately 25

tenants.

106. Spiezio is the managing member of Joni Property. As the managing member,

Spiezio is responsible for ensuring that the monthly rent payments are collected from the tenants

of Centuck.

107. On information and belief, beginning at least as early as 2005, Spiezio (or an

entity owned or controlled by Spiezio) received monthly rent payments from commercial tenants

in the form of cash. Also on information and belief, all of the cash payments received have not

been deposited with Centuck.

108. Tarsia, on repeated occasions, requested that Spiezio (or an entity owned or

controlled by Spiezio) provide documentation regarding rents collected from tenants and cash

deposited on behalf of Centuck. Spiezio has failed and refused to provide that information. In

addition, Tarsias personal accountant, Paul Star, has requested that Spiezio and Kalkstein



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provide copies of complete income returns and all schedules. Spiezio and Kalkstein failed and

refused to provide same.

109. Tarsia, as an equal member of Joni Property, is entitled to review all

documentation regarding the operations of Centuck, including records of rents received. Tarsia

has requested all such information but Spiezio has refused to provide same.

110. As a result of Spiezio's failure and refusal to provide the requested documentation

to Tarsia, Tarsia is unable to independently determine if the finances of Centuck are in proper

order.

111. Spiezio's failure and refusal to account for the cash rental payments and his failure

and refusal to provide documentation and information regarding operations of Centuck is part of

his scheme to divert funds from Joni Property for his personal gain.

C. South Broadway, South Broadway Boys and 45 Holdings

112. The South Broadway original members were Spiezio (25 percent), Cook (25

percent), Tarsia (25 percent) and Bohuny (25 percent). The operating agreement of South

Broadway, dated July 20, 2000, designated Spiezio, as manager.

113. The sole asset of South Broadway was a building located at 45 South Broadway,

Yonkers, New York ("45 South Broadway").

114. 45 South Broadway is a six-story, 70,000 square foot office building in downtown

Yonkers.

115. 45 South Broadway was purchased in July 2000 by South Broadway. Purchase

money financing was obtained through Valley National Bank.

116. Spiezio represented to Valley National Bank, Tarsia, Cook and Bohuny that

$650,000 of the purchase money financing would be used for renovation of 45 South Broadway,

including the upgrade of the electrical system, plumbing system and fire prevention system.



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117. In August 2001, an additional $800,000 was borrowed by South Broadway from

the City of Yonkers. At that time, Spiezio represented to Tarsia, Cook and Bohuny that

$325,000 of the additional $800,000 would be used for renovations to 45 South Broadway.

118. Despite repeated demands from Cook and Tarsia for copies of the loan

application, other related loan documentation and an accounting of the loan proceeds from the

City of Yonkers, Spiezio, Kalkstein and Konecni (who acted as closing agent) failed and refused

to provide the same.

119. In December 2003, Alexander took over management of 45 South Broadway due

to Spiezio's mismanagement.

120. In or about late 2004, Bohuny and Cook acquired the interest of Spiezio and

Tarsia and brought in Alexander as a new member. South Broadway Boys was then formed to

accomplish this acquisition.

121. In furtherance of the buyout, a new entity, 45 Holdings was also formed. The

members are Bohuny (33 percent); Cook (33 percent); and Alexander (33 percent).

122. In connection with the buyout, 45 Holdings obtained a $3,200,000 commercial

loan from Sterling National Bank. The loan was used to pay off the outstanding loans on 45

South Broadway. Title to 45 South Broadway was transferred to 45 Holdings on November 12,

2004.

123. As part of the buyout/transfer agreement, Spiezio was to provide to Tarsia, Cook

and Bohuny detailed information regarding the renovations, management and operation of 45

South Broadway and all operations of South Broadway.

124. Spiezio failed and refused to provide any of this information.

125. Upon Alexanders assumption of management of 45 South Broadway, it was

discovered that, notwithstanding that $975,000 ($650,000 plus an additional $325,000) had been



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designated by Spiezio for renovations, little if any renovations were done and those which were

performed were performed improperly and without required governmental approvals and/or

permits for the work and no certificate of occupancy was issued by the City of Yonkers.

126. Notwithstanding repeated requests, Spiezio has never accounted for the $975,000

designated for renovations to 45 South Broadway.

127. As a consequence of the failure by Spiezio to obtain the governmental approvals

and the permits to complete the renovations, including the upgrade of the electrical system,

plumbing system and fire prevention system, the City of Yonkers closed down 45 South

Broadway and caused it to be vacated. 45 South Broadway remains vacant today.

D. Long Beach Road Holdings, LLC

128. Long Beach Road Holdings, LLC ("Long Beach") is a New York limited liability

corporation with offices at 55 Main Street, Yonkers, New York. Its members are Nicholas Tarsia

and Joseph Spiezio.

129. Long Beach was formed in approximately 2000 with Tarsia and Spiezio as equal

members.

130. Spiezio is the managing member of Long Beach.

131. Among the assets of Long Beach were properties located at 296-298 Long Beach

Road, Island Park, New York; 300-302 Long Beach Road, Island Park, New York; 312 Long

Beach Road, Island Park, New York; and 324-326 Long Beach Road, Island Park, New York.

Revenue was generated for Long Beach through the rental of the above commercial/residential

space.

132. Spiezio arranged for the sale of Long Beachs properties and did so without the

consent of Tarsia.



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133. On or about February 4, 2004, Spiezio caused Long Beach to apparently borrow

from Joseph Klein (also known as Joseph Braun) the sum of $600,000 which, upon information

and belief, was a fraudulent loan and never funded to the account of Long Beach. This loan from

Joseph Klein was, upon information and belief, then paid off from the Long Beach property sale

proceeds. Notwithstanding repeated demands from Tarsia, Spiezio has never documented the

receipt of these loan funds or the payoff of same by Long Beach.

134. About October 2004, Spiezio then claimed that Long Beach agreed to lend

Trolley Barn the sum of $600,000 toward completion of the Trolley Barn Project.

135. Notwithstanding the lack of consent from Tarsia, Spiezio went forward with the

sale of the above Long Beach properties. Konecni and Chess Abstract assisted Spiezio in the

sale and served as the closing agent for the transactions.

136. The proceeds of the sale were never deposited in Long Beachs account.

137. To date, despite repeated demands by Tarsia for an accounting of the proceeds

from the sale of Long Beachs properties, Spiezio has failed and refused to provide same.

138. As managing member, Spiezio was responsible for insuring that all tax payments

were timely made for Long Beach.

139. At the sale of the Long Beach properties, there was a real estate tax obligation due

in excess of $100,000.

140. On repeated occasions, Tarsia requested that Spiezio provide Tarsia with

documentation regarding all operations of Long Beach, the sale of Long Beachs properties, the

disposition of the proceeds of the sale of Long Beachs properties, and the closing documents

relating to the sale of Long Beachs properties.

141. Spiezio has failed and refused to provide that information.



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E. Gazette Holdings, LLC

142. Gazette Realty Holdings, LLC ("Gazette") is a New York limited liability

corporation with offices at 55 Main Street, Yonkers, New York.

143. The members of Gazette are Spiezio and Tarsia who each own 50 percent.

144. Spiezio is the managing member of Gazette.

145. The sole asset of Gazette is the real property at 55-61 Main Street, Yonkers, New

York ("55-61 Main Street").

146. Gazette obtained a loan from the City of Yonkers for certain renovations to be

performed on the property located at 55-61 Main Street. To insure completion of the work, a

portion of the loan was held back by the City of Yonkers pending completion of all required

renovation.

147. Upon information and belief, Spiezio falsified payroll and laborer records in order

to obtain the release of the withheld loan funds escrowed by the City of Yonkers. The payroll

records indicate workers performed work and provided labor that was never performed.

148. Upon the release of the escrowed funds, Spiezio retained the escrowed funds as

part of his overarching scheme to divert funds for his own personal gain.

149. As an equal member, Tarsia is entitled to full and unfettered access to all of the

corporate records of Gazette.

150. On repeated occasions, Tarsia made requests of Spiezio for copies of all of the

records, documents and information regarding the operation and management of Gazette.

Spiezio failed and refused to provide those records to Tarsia or has provided insufficient

information.



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F. Mercantile Lofts, LLC

151. Mercantile Lofts, LLC ("Mercantile") is a New York limited liability corporation

with offices at 55 Main Street, Yonkers, New York.

152. Tarsia and Spiezio are equal members of Mercantile.

153. Spiezio is the managing member of Mercantile.

154. Spiezio repeatedly underestimated the costs of construction and renovation to

property owned by Mercantile.

155. As an equal member, Tarsia is entitled to full and unfettered access to all of the

corporate records of Mercantile.

156. On multiple occasions, Tarsia has requested from Spiezio all records, documents

and information concerning the operation and management of Mercantile.

157. Spiezio has failed and refused to provide the information requested or has

provided insufficient information.

G. American Caf Group, LLC

158. American Cafe Group, LLC ("American Caf") is a New York limited liability

corporation with offices at 55 Main Street, Yonkers, New York. Its members are Nicholas Tarsia

and Joseph Spiezio.

159. Tarsia and Spiezio are equal members of American Caf.

160. Spiezio is the managing member of American Caf.

161. As an equal member, Tarsia is entitled to full and unfettered access to the

corporate records of American Caf.


and information concerning the operation and management of American Caf.



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163. Spiezio has both failed and refused to provide the information requested or has


H. Joni Property Management & Realty Services, LLC

164. Joni Property Management & Realty Services, LLC ("Joni Management") is a New

York limited liability corporation with offices at 55 Main Street, Yonkers, New York. Its members

are Nicholas Tarsia and Joseph Spiezio.

165. Tarsia and Spiezio are equal members of Joni Management

166. Spiezio is the managing member of Joni Management.

167. As an equal member, Tarsia is entitled to full and unfettered access to the

corporate records of Joni Management.

168. Spiezio uses Joni Management to manage the various entities owned or controlled

by him. Joni Management also serves as the management company for Centuck.


and information concerning the operation and management of Joni Management.

170. Spiezio has both failed and refused to provide the information requested or has


FIRST CAUSE OF ACTION

(Racketeering Influenced and Corrupt Organization, 18 U.S.C. 1964(c))

By Tarsia, Cook and Trolley Barn against Spiezio

171. Plaintiffs repeat each and every allegation contained in all of the foregoing

paragraphs as if fully set forth at length herein.

172. Spiezio is employed by or associated with Trolley Barn. In violation of 18 U.S.C.

1962(c), he conducted or participated directly or indirectly, in the conduct of Trolley Barn

affairs through a pattern of racketeering activity.



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173. Spiezio, acting in concert with others, devised and intended to devise a scheme to

defraud, or for obtaining money or property by means of false or fraudulent pretenses,

representations, or promises, for the purpose of executing such scheme or artifice or attempting

so to do placed or caused others to place matters or things in the United States mails and took

from and received from or caused others to take from and receive from the United States mails

matter or things, in furtherance of the schemes and artifices to defraud set forth herein in

violation of 18 U.S.C. 1341.

174. Spiezio, acting in concert with others, devised and intended to devise a scheme or

artifice to defraud, and for obtaining money and property by means of false or fraudulent

pretenses, representations or promises as set forth above, and for the purpose of executing such

scheme or artifice or attempting so to do transmitted or caused to be transmitted by means of

wire communications in interstate or foreign commerce, writings, signs, signals, pictures and

sounds, for the purpose of executing and in furtherance of said schemes or artifices to defraud set

forth herein in violation of 18 U.S.C. 1343.

175. Spiezio engaged in a pattern of racketeering activity involving the predicate acts

of mail fraud and wire fraud.

176. Spiezio committed at least the following acts:

a. Wire transfers of funds totaling $133,566.81 from the account of TrolleyBarn to Joni Management from March 19, 2003 through October 21, 2004.

b. Wire transfers of funds in the amount of $2,056.10 from the account ofTrolley Barn to Joni Management, November 12, 2003.

c. Wire transfer of funds in the amount of $30,679.08 from the account ofTrolley Barn to Mercantile for the period March 21, 2003 through August 17,2004.

d. Wire transfer of funds in the amount of $12,715.08 from the account ofTrolley Barn to South Broadway for the period September 17, 2003 throughFebruary 10, 2004.



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e. Wire transfer of funds in the amount of $250.00 from the account ofTrolley Barn to Gazette on April 29, 2003.

f. Letter, Joseph F. Spiezio to Harold P. Cook, dated February 4, 2004.

g. Email, Joseph F. Spiezio to Harold P. Cook, dated January 25, 2005.

h. Facsimile, Joseph F. Spiezio to Harold P. Cook, dated March 26, 2005.

177. The multiple predicate acts set forth above occurred between at least March 19,

2003 and 2005 and such acts together constitute a pattern of racketeering activity within the

meaning of 18 U.S.C. 1961(5).

178. Spiezio is a person within the meaning of 18 U.S.C. 1961(3).

179. Trolley Barn is an enterprise within the meaning of 18 U.S.C. 1961(4).

180. As alleged herein, Spiezio is separate from, though employed by or associated

with Trolley Barn.

181. Trolley Barn, Tarsia and Cook (as members) have been injured in their business

or property by reason of Spiezio's violations of 18 U.S.C. 1962 as a result of Spiezio's unlawful

conduct through his commission of at least the above predicate acts.

182. Pursuant to 18 U.S.C. 1964(c), Trolley Barn, Tarsia and Cook are entitled to

treble their damages, plus interest, costs and attorneys' fees by reason of Spiezio's violations of

18 U.S.C. 1962(c).

183. Spiezios acts constitute gross negligence and willful misconduct, and Tarsia and

Cook bring this action on behalf of Trolley Barn pursuant to authority granted in Section 10 of

the Trolley Barn operating agreement.

Wherefore, plaintiffs Tarsia, Cook and Trolley Barn demand judgment against defendant

Spiezio as follows:

a. awarding Tarsia, Cook and Trolley Barn treble damages in an amount to be

determined;



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b. awarding Tarsia, Cook and Trolley Barn costs of suit;

c. awarding Tarsia, Cook and Trolley Barn reasonable attorneys' fees;

d. awarding Tarsia, Cook and Trolley Barn interest; and

e. awarding Tarsia, Cook and Trolley Barn such other relief as the Court may find

just and equitable.

SECOND CAUSE OF ACTION

(Racketeering Influenced and Corrupt Organization, 18 U.S.C. 1962(d))

By Tarsia, Cook and Trolley Barn against Spiezio, Louise Spiezio, Chess Abstract, Stewart

Title, Konecni, Fredericks, Kalkstein, Kalkstein & Co. and MBA Tax Associates



185. Spiezio, Louise Spiezio, Chess Abstract, Stewart Title, Konecni, Fredericks,

Kalkstein, Kalkstein & Co. and MBA Tax Associates knowingly agreed and conspired to

commit at least the predicate acts set forth above, with the knowledge that such acts were in

furtherance of their pattern of racketeering activity.

186. Trolley Barn, Tarsia and Cook have been injured by reason of the described

conspiracy to violate 18 U.S.C. 1962(c).

187. Pursuant to 18 U.S.C. 1964(c), Trolley Barn, Tarsia and Cook (as members of

Trolley Barn) are entitled to treble damages, costs and attorneys' fees by reason of defendants'

violation of 18 U.S.C. 1962(d).






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Wherefore, plaintiffs Tarsia, Cook and Trolley Barn demand judgment against defendants

Spiezio, Louise Spiezio, Chess Abstract, Stewart Title, Konecni, Fredericks, Kalkstein, Kalkstein

& Co. and MBA Tax Associates as follows:

a. awarding Tarsia, Cook and Trolley Barn treble damages in an amount to be

determined;





just and equitable.

THIRD CAUSE OF ACTION

(Breach of fiduciary duty regarding Trolley Barn)




190. As the managing member, Spiezio has a fiduciary duty to insure that Trolley Barn

is operated in accordance with the operating agreement.

191. During his tenure as managing member, Spiezio breached his fiduciary duty by,

among other things, making unauthorized payments using Trolley Barn funds; commingling of

Trolley Barn funds; diverting the use of materials and labor paid for by Trolley Barn for his own

personal use; failing and refusing to provide other members of Trolley Barn with financial

records of Trolley Barn; and failing to properly manage the construction of the Trolley Barn

Project.



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Spiezio as follows:

a. awarding Tarsia, Cook and Trolley Barn damages in an amount to be determined;





just and equitable.

FOURTH CAUSE OF ACTION

(Breach of contract regarding Trolley Barn)




194. Under terms of the Trolley Barn operating agreement, no member is permitted to

transfer his interest without the express written consent of all the members.

195. Some time before April 13, 2003, Joseph Spiezio transferred his interest in

Trolley Barn to Spiezio Family Holdings.

196. Spiezio's interest in the Trolley Barn remains with Spiezio Family Holdings.

197. Contrary to the operating agreement of Trolley Barn, Spiezio never obtained

consent of the other members to transfer his interest in Trolley Barn to Spiezio Family Holdings.



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198. By virtue of the conduct described above, Spiezio materially breached the Trolley

Barn operating agreement when he transferred his interest to Spiezio Family Holdings. He also

improperly authorized payments from Trolley Barn accounts to persons or entities who were not

entitled to receive such funds. Trolley Barn, Tarsia and Cook have sustained damages for which

Spiezio is now liable.

199. Trolley Barn, Tarsia and Cook ask this Court to declare the transfer by Spiezio to

Spiezio Family Holdings void ab initio.

200. The operating agreement contains separateness covenants and also states that the

funds of Trolley Barn cannot be commingled.

201. On numerous occasions Spiezio has directed or authorized the commingling of

Trolley Barn funds.

202. Spiezio was the construction manager on the Trolley Barn Project.

203. In his capacity as construction manager, he mismanaged the Trolley Barn Project

causing Trolley Barn to incur addition unnecessary expenses.





Spiezio as follows:




d. awarding Tarsia, Cook and Trolley Barn interest;



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e. a decree ordering that the transfer of Spiezios membership interest in Trolley

Barn to Spiezio Family Holdings is void; and

f. awarding Tarsia, Cook and Trolley Barn such other relief as the Court may find

just and equitable.

FIFTH CAUSE OF ACTION

(Unjust enrichment regarding Trolley Barn)

By Tarsia, Cook and Trolley Barn against Spiezio and Louise Spiezio



206. Materials and labor, paid for by Trolley Barn, were improperly used at the

residence of Joseph and Louise Spiezio.

207. As a result, Joseph and Louise Spiezio have been unjustly enriched to the

detriment of Tarsia, Cook and Trolley Barn.





Spiezio and Louise Spiezio as follows:






just and equitable.



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SIXTH CAUSE OF ACTION

(Conversion of assets from Trolley Barn)

By Tarsia, Cook and Trolley Barn against Spiezio and Spiezio Family Holdings



210. Spiezio, in breach of his fiduciary duties as managing member of Trolley Barn

and in violation of the terms and conditions of the operating agreement of Trolley Barn,

unlawfully and intentionally converted the monies and assets of Trolley Barn to his own personal

use.

211. Spiezio Family Holdings unlawfully and intentionally received the assets of

Trolley Barn for its own use.

212 Spiezios acts constitute gross negligence and willful misconduct, and Tarsia and




Spiezio and Spiezio Family Holdings as follows:


b. awarding Tarsia, Cook and Trolley Barn punitive damages;

c. awarding Tarsia, Cook and Trolley Barn costs of suit;

d. awarding Tarsia, Cook and Trolley Barn reasonable attorneys' fees;

e. awarding Tarsia, Cook and Trolley Barn interest; and

f. awarding Tarsia, Cook and Trolley Barn such other relief as the Court may find

just and equitable.



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SEVENTH CAUSE OF ACTION

(Breach of fiduciary duty regarding Joni Property)

By Tarsia and Joni Property against Spiezio



214. In his capacity as managing member, Spiezio is responsible for collecting

monthly rents from tenants at the Centuck property on behalf of Joni Property.

215. Beginning as early as 2004, Spiezio collected monthly rents in cash from

commercial tenants at the Centuck property and has not properly accounted for all rent

payments.

216. On multiple occasions, Tarsia has requested that Spiezio supply financial

information regarding the management and operations of Joni Property.

217. As an equal member of Joni Property, Tarsia is entitled to a full and unfettered

access to Joni Property records.

218. Spiezio has failed and refused to provide the documentation requested.

219. Spiezio is abusing in the most fundamental way the trust that Joni Property and

Tarsia have reposed in Spiezio. By engaging in such conduct, Spiezio acts contrary to the

interests of Joni Property and Tarsia and has breached his fiduciary duty to Tarsia and Joni

Property.

220. Spiezios acts constitute gross negligence and willful misconduct, and Tarsia

brings this action on behalf of Joni Property pursuant to authority granted in Section 10 of the

Joni Property operating agreement.

Wherefore, plaintiffs Tarsia and Joni Property demand judgment against defendant

Spiezio as follows:

a. awarding Tarsia and Joni Property damages in an amount to be determined;



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b. awarding Tarsia and Joni Property costs of suit;

c. awarding Tarsia and Joni Property reasonable attorneys' fees;

d. awarding Tarsia and Joni Property interest;

e. a decree directing Spiezio to produce all records to which Tarsia is entitled; and

f. awarding Tarsia and Joni Property such other relief as the Court may find just and

equitable.

EIGHTH CAUSE OF ACTION

(Accounting and dissolution of Joni Property)

By Tarsia and Joni Property against Spiezio



222. Spiezio has failed to properly manage the Centuck property, including the

maintenance of records for rents received.

223. Tarsia seeks a judicial decree removing Joni Management as the management

company of Centuck and seeks appointment of new management company to operate Centuck.

224. In light of Spiezio's failure to provide full and complete financial information

regarding Joni Property, Tarsia seeks a full accounting for Joni Property.

225. New York Limited Liability Law Section 701 provides for judicial dissolution of

a New York limited liability company .

226. Tarsia, as a 50 percent member of Joni Property, hereby applies for a decree of

dissolution of Joni Property.

227. It is not reasonably practical to carry on the business of Joni Property because,

among other things, Spiezio has not honored his obligations under the Joni Property operating

agreement regarding Centuck, the only asset of Joni Property.



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228. Tarsia and Joni Property, therefore, request that the Court enter a decree judicially

dissolving Joni Property and an accounting of the assets of Joni Property.

229. Spiezios acts constitute gross negligence and willful misconduct, and Tarsia

brings this action on behalf of Joni Property pursuant to authority granted in Section 10 of the

Joni Property operating agreement.

Wherefore, plaintiffs Tarsia and Joni Property demand judgment against defendant

Spiezio as follows:

a. awarding Tarsia and Joni Property damages in an amount to be determined;

b. awarding Tarsia and Joni Property costs of suit;

c. awarding Tarsia and Joni Property reasonable attorneys' fees;

d. awarding Tarsia and Joni Property interest;

e. a decree directing Spiezio to produce all records to which Tarsia is entitled;

f. a decree removing Joni Management as the management company for Centuck;

g. a decree appointing a new management company for Centuck;

h. a decree requiring an accounting;

i. a decree dissolving Joni Property; and

j. awarding Tarsia and Joni Property such other relief as the Court may find just and

equitable.

NINTH CAUSE OF ACTION

(Breach of fiduciary duty regarding Long Beach)

By Tarsia against Spiezio



231. In his capacity as managing member, Spiezio, without the knowledge or

permission of Tarsia, sold the properties owned by Long Beach.



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232. On information and belief, the proceeds of the sale of the property were neither

deposited with nor received by Long Beach or Tarsia.

233. Through this scheme, Spiezio abused in the most fundamental way the trust that

Tarsia had reposed in Spiezio. By engaging in such conduct, Spiezio acted in pursuit of his own

personal aims and contrary to the interests of Long Beach and Tarsia.

234. In violation of his fiduciary duties, Spiezio profited personally from his dealings

on behalf of Long Beach and acquired personal benefits, including misappropriation of company

assets. What is more, Spiezio concealed the extent to which he personally profited from his

conduct. By diverting income from Long Beach to himself, Spiezio breached his fiduciary duty

and must therefore account to Tarsia for the diverted income.

Wherefore, plaintiff Tarsia demands judgment against defendant Spiezio as follows:

a. awarding Tarsia damages in an amount to be determined;

b. awarding Tarsia costs of suit;

c. awarding Tarsia reasonable attorneys' fees;

d. awarding Tarsia interest;

e. a decree directing Spiezio to produce all records to which Tarsia is entitled; and

f. awarding Tarsia such other relief as the Court may find just and equitable.

TENTH CAUSE OF ACTION

(Conversion of Proceeds regarding Long Beach)

By Tarsia against Spiezio and Spiezio Family Holdings



236. Spiezio, with the assistance of Chess Abstract, Konecni and Stewart Title, closed

title on the sale of the Long Beach properties.



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237. Spiezio and Spiezio Family Holdings have never accounted for the proceeds from

the sale.

238. Spiezio and Spiezio Family Holdings have unlawfully and intentionally converted

the proceeds of the sale to their own use.

Wherefore, plaintiff Tarsia demands judgment against defendants Spiezio and Spiezio

Family Holdings as follows:


b. awarding Tarsia punitive damages;

c. awarding Tarsia costs of suit ;

d. awarding Tarsia reasonable attorneys' fees;

e. awarding Tarsia interest; and

f. awarding Tarsia such other relief as the Court may find just and equitable.

ELEVENTH CAUSE OF ACTION

(Accounting and dissolution of Long Beach)




240. Spiezio has failed to properly manage Long Beach.

241. On multiple occasions, Tarsia has requested that Spiezio provide financial

information regarding Long Beach. Spiezio has failed and refused to provide such information.

242. Tarsia seeks a full accounting from Spiezio of the operations and management of

Long Beach.

243. New York Limited Liability Law Section 701 provides that a limited liability

company may be dissolved upon judicial decree.



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244. Tarsia, as a 50 percent member of Long Beach, hereby applies for decree of

dissolution of Long Beach.

245. It is not reasonably practical to carry on the business of Long Beach because,

among other things, Spiezio as managing member, has not honored his obligations under the

operating agreement and as a result of the previous sale of properties, there are no other assets of

Long Beach.

246. Tarsia therefore requests that the Court enter a decree dissolving Long Beach after

an accounting.







f. a decree requiring an accounting;

g. a decree dissolving Long Beach; and

h. awarding Tarsia such other relief as the Court may find just and equitable.

TWELFTH CAUSE OF ACTION

(Accounting and dissolution of Gazette)




248. Spiezio has failed to properly manage Gazette.



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249. Tarsia on multiple occasions has requested Tarsia to provide records and

regarding the operation and management of Gazette. Spiezio has failed to provide the

documentation requested.

250. Tarsia seeks a full accounting of the operation and management of Gazette.



252. Tarsia, as a 50 percent member of Gazette, hereby applies for decree of

dissolution of Gazette.

253. It is not reasonably practical to carry on the business of Gazette because, among

other things, Spiezio as managing member, has not honored his obligations under the operating

agreement.








g. a decree dissolving Gazette; and




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THIRTEENTH CAUSE OF ACTION

(Accounting and dissolution of Mercantile)




255. Spiezio has failed to properly manage Mercantile.

256. Tarsia, on multiple occasions, has requested Tarsia to provide records and

information regarding the operation and management of Mercantile. Spiezio has failed to

provide the documentation requested.

257. Tarsia seeks a full accounting from Spiezio relating to the operations and

management of Mercantile.



259. Tarsia, as a 50 percent member of Mercantile, hereby applies for decree of

dissolution of Mercantile.

260. It is not reasonably practical to carry on the business of Mercantile because,


operating agreement of Mercantile.

261. Tarsia requests that the Court enter a decree dissolving Mercantile after an

accounting.







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g. a decree dissolving Mercantile; and


FOURTEENTH CAUSE OF ACTION

(Accounting and dissolution of American Caf)




263. Tarsia on multiple occasions has requested Spiezio to provide records and

information regarding the operation and management of American Caf. Spiezio has failed to

provide the documentation requested.

264. Tarsia seeks a full accounting from Spiezio relating to the operation and

management of American Caf.



266. Tarsia, as a 50 percent member of American Caf, hereby applies for decree of

dissolution of American Caf.

267. It is not reasonably practical to carry on the business of American Caf because,


operating agreement of American Caf.

268. Tarsia requests that the Court enter a decree dissolving American Caf after an

accounting.



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g. a decree dissolving American Cafe; and


FIFTEENTH CAUSE OF ACTION

(Breach of contract regarding South Broadway)

By Cook, Bohuny, Alexander, South Broadway,South Broadway Boys and 45 Holdings against Spiezio



270. Pursuant to the buyout agreement selling his interest in South Broadway, Spiezio

was to provide detailed information regarding the operation and management of South

Broadway, including the disposition of loan proceeds dedicated for renovations which were not

performed or performed improperly and failed to obtain proper permits and certificates of

occupancy.

271. Spiezio has failed to provide the required documentation or information

requested.

272. Spiezio has breached his agreements with Cook, Bohuny, Alexander, South

Broadway, South Broadway Boys and 45 Holdings by failing to properly cause the renovations



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required to be performed on 45 South Broadway and deliberately misrepresenting that such work

was performed.

Wherefore, plaintiffs Cook, Bohuny, Alexander, South Broadway, South Broadway Boys

and 45 Holdings demand judgment against defendant Spiezio as follows:

a. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings damages in an amount to be determined;

b. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings costs of suit;

c. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings reasonable attorneys' fees;

d. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings interest; and

e. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings such other relief as the Court may find just and equitable.

SIXTEENTH CAUSE OF ACTION

(Breach of fiduciary duty regarding South Broadway)

By Cook, Bohuny, Alexander, South Broadway,

South Broadway Boys and 45 Holdings against Spiezio



274. Spiezio has breached his fiduciary duty to Cook, Bohuny, Alexander, South

Broadway, South Broadway Boys and 45 Holdings by failing to account for the funds which

were dedicated for renovations that were not performed or performed improperly and by failing

to accomplish the renovations on 45 South Broadway and failed to obtain proper permits and

certificates of occupancy.



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275. Spiezio has breached his fiduciary with Cook, Bohuny, Alexander, South Broadway,

South Broadway Boys and 45 Holdings by failing to properly cause the renovations required to be

performed on 45 South Broadway and deliberately misrepresenting that such work was performed.

Wherefore, plaintiffs Cook, Bohuny, Alexander, South Broadway, South Broadway Boys

and 45 Holdings demand judgment against defendant Spiezio as follows:

a. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys

and 45 Holdings damages in an amount to be determined;

b. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings costs of suit;

c. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings reasonable attorneys' fees;

d. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys

and 45 Holdings interest; and

e. awarding Cook, Bohuny, Alexander, South Broadway, South Broadway Boys and

45 Holdings such other relief as the Court may find just and equitable.

SEVENTEENTH CAUSE OF ACTION

(Breach of fiduciary duty regarding Joni Property, Long Beach, South Broadway

Mercantile and Trolley Barn)

By Tarsia, Cook, Bohuny, Alexander, Joni Property, South Broadway and Trolley Barn

against Kalkstein, Kalkstein & Co. and MBA Tax Associates



277. Kalkstein, Kalkstein & Co. and MBA Tax Associates were retained by Spiezio to

prepare financial documents and income tax returns for Joni Property, Long Beach, South

Broadway, Mercantile and Trolley Barn.



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278. In preparing financial documents and income tax returns for Joni Property, South

Broadway and Trolley Barn, Kalkstein, Kalkstein & Co. and MBA Tax Associates had a duty to

the entity that retained them to insure that the information that defendants were supplying was

true and accurate.

279. Contrary to that duty, Kalkstein, Kalkstein & Co. and MBA Tax Associates

improperly transferred QUEZE credits from Cook to Spiezio in connection with South

Broadway. This action was not authorized by Cook and affected his income tax liability.

280. Contrary to their fiduciary duty, Kalkstein, Kalkstein & Co. and MBA Tax

Associates improperly made adjustments to the capital account of Joni Property to the detriment

of Tarsia. This action was not authorized by Tarsia and affected his income tax liability.

281. In connection with preparing income tax returns for Trolley Barn, Kalkstein,

Kalkstein & Co. and MBA Tax Associates were aware that Spiezio had transferred his interest in

Trolley Barn to Spiezio Family Holdings.

282. Kalkstein, Kalkstein & Co. and MBA Tax Associates concealed the transfer by

Spiezio to Tarsia and Cook, which Kalkstein knew to be a breach of the Trolley Barn operating

agreement.

283. Kalkstein, Kalkstein & Co. and MBA Tax Associates were aware of and engaged

in the commingling of funds between and among, Joni Property, Trolley Barn, South Broadway,

Long Beach, and Mercantile, and did not disclose the commingling to Tarsia or Cook. Kalkstein

understood that such commingling of funds was improper.

284. Kalkstein, Kalkstein & Co. and MBA Tax Associates, in preparing financial

records and income tax returns for Trolley Barn were aware the Spiezio had authorized the

payment of expenses by Trolley Barn for expenses not related to Trolley Barn.



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285. On multiple occasions, Tarsia or Cook would request from Kalkstein, Kalkstein &

Co. and MBA Tax Associates financial information relating to one or more LLCs in which

Tarsia and or Cook had an interest with Spiezio. Kalkstein, Kalkstein & Co. and MBA Tax

Associates either provided inadequate or incomplete information or failed to produce the

financial information requested.

Wherefore, plaintiffs Tarsia, Cook, Bohuny, Alexander, South Broadway and Trolley

Barn demand judgment against defendants Kalkstein, Kalkstein & Co. and MBA as follows:

a. awarding Tarsia, Cook, Bohuny, Alexander, South Broadway, South Broadway

Boys and Trolley Barn damages in an amount to be determined;

b. awarding Tarsia, Cook, Bohuny, Alexander, South Broadway, South Broadway

Boys and Trolley Barn costs of suit;

c. awarding Tarsia, Cook, Bohuny, Alexander, South Broadway, South Broadway

Boys and Trolley Barn reasonable attorneys' fees;

d. awarding Tarsia, Cook, Bohuny, Alexander, South Broadway, South Broadway

Boys and Trolley Barn interest; and

e. awarding Tarsia, Cook, Bohuny, Alexander, South Broadway, South Broadway

Boys and Trolley Barn such other relief as the Court may find just and equitable.

EIGHTEENTH CAUSE OF ACTION

(Breach of Contract regarding Trolley Barn)

By Tarsia, Cook and Trolley Barn against Smith Buss



287. Smith Buss was retained in October 2004 by Trolley Barn to prepare a conversion

to condominium ownership of 92 Main Street.

Case 2:33-av-00001 Document 7-1 Filed 05/02/2006

mayor elect richard thomas' top advsior named in federal r.i.c.o. lawsuit

Documents