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Termination of Purchase and Sale Agreement
9 Months Ended
Jul. 31, 2023
Termination of Purchase and Sale Agreement [Abstract]  
Termination of Purchase and Sale Agreement

Note 6 – Termination of Purchase and Sale Agreement:

On July 19, 2023, First Real Estate Investment Trust of New Jersey, Inc. and certain of its affiliates (collectively, “FREIT”) filed a complaint (the “Complaint”) in the Superior Court of New Jersey, Monmouth County, Chancery Division (the “Court”), against Kushner Companies LLC (“Kushner”) seeking to collect on a $3.42 million judgment entered by the Court in favor of FREIT against Sinatra Properties, LLC (“Sinatra”), a wholly owned subsidiary of defendant, Kushner. Sinatra defaulted on an agreement with FREIT (the “Purchase Agreement”) by refusing to close the purchase of certain properties at the agreed upon time and then sued FREIT for specific performance to enforce the sale. The Court rejected Sinatra’s bid for specific performance, found that Sinatra breached the Purchase Agreement and entered a judgment in favor of FREIT for $3.42 million for recovery of attorneys’ fees and expenses (the “Judgment”). As previously reported, the Court denied FREIT’s claim for liquidated damages resulting from Sinatra’s breach in the amount of $15,000,000. Both FREIT and Sinatra appealed the Court’s rulings adverse to it.

The Complaint alleges that Kushner used Sinatra as a shell to evade its debts and obligations, and asks the Court to pierce the corporate veil and hold Kushner liable for Sinatra’s debts and obligations under the Purchase Agreement, including the attorneys’ fees awarded to FREIT, all costs incurred by FREIT to enforce the Judgment and any additional fees awarded to FREIT in connection with the pending appeal.

 

As previously disclosed, FREIT has incurred substantial costs in legal fees and related costs through July 31, 2023 in connection with the Sinatra litigation. FREIT expects to continue to incur additional costs until such time as (i) the appeal is resolved with respect to the Court’s decision to deny FREIT’s liquidated damages claim, and (ii) FREIT also resolves the additional claims to collect on its $3.42 million Judgment and obtain reimbursement of its ongoing legal costs and expenses. Although it is not possible to forecast the final outcome of this litigation, to date FREIT has successfully avoided Sinatra’s claim for specific performance under the Purchase Agreement and won a favorable $3.42 million Judgement to be reimbursed for certain of its legal fees and expenses.

Through the quarter ended July 31, 2023, the $15 million deposit and the $3.42 million award for recovery of attorney’s fee have not been included in income in the accompanying condensed consolidated statements of operations. Legal costs attributed to the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC have been incurred in the amount of approximately $798,000 and $407,000 for the nine and three months ended July 31, 2023, respectively, and $1,135,000 and $243,000 for the nine and three months ended July 31, 2022, respectively, and are included in operating expenses on the condensed consolidated statements of operations.