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Termination of Purchase and Sale Agreement
6 Months Ended
Apr. 30, 2024
Termination of Purchase and Sale Agreement [Abstract]  
Termination of Purchase and Sale Agreement

Note 6 – Termination of Purchase and Sale Agreement:

 

FREIT previously reported in connection with litigation between FREIT and certain of its affiliates and Sinatra Properties, LLC (“Sinatra”) that on December 8, 2022 it had filed a Notice of Appeal with the Appellate Division of the New Jersey Superior Court (the “Appellate Division”) appealing that portion of the trial court’s February 4, 2022 ruling which declined to enforce the liquidated damages provision in the Purchase and Sale Agreement between FREIT and certain of its affiliates and Sinatra (the “Purchase Agreement”). On December 22, 2022, Sinatra filed a Notice of Cross Appeal appealing from all determinations by the trial court adverse to Sinatra, including (i) that portion of the trial court’s order holding that Sinatra breached the Purchase Agreement; (ii) the denial of Sinatra’s motion for reconsideration of the trial court’s order; and (iii) the trial court’s order awarding FREIT and certain of its affiliates $3,420,422.88 in attorneys’ fees and denying Sinatra’s request for attorneys’ fees.

 

On May 1, 2024, the Appellate Division issued its opinion affirming the trial court’s order that (1) held that Sinatra breached the Purchase Agreement; and (2) dismissed all of Sinatra’s other claims and lis pendens on the properties, and reversed that portion of the trial court’s ruling that held the liquidated damages provision of the Purchase Agreement unenforceable. The case was remanded by the Appellate Division to the trial court with direction that the trial court enter an order enforcing the liquidated damages provision and directing Sinatra or the escrow agent to pay to FREIT and certain of its affiliates $15 million in liquidated damages. In addition,

 

the Appellate Division affirmed the trial court’s order denying Sinatra’s motion for reconsideration and the order of the trial court granting the motion made by FREIT and certain of its affiliates for attorney’s fees and costs.

 

FREIT and its affiliates that are parties to this litigation intend to take the necessary actions to collect the $15 million in liquidated damages and the attorney’s fees and costs awarded to them.

 

As previously disclosed, FREIT and certain of its affiliates filed a complaint against Kushner Companies LLC (“Kushner”) asserting that Kushner used Sinatra as a shell to evade its debts and obligations and asking the Court to pierce the corporate veil and hold Kushner liable for Sinatra’s debts and obligations under the Purchase Agreement. Kushner filed a motion with the Court seeking to dismiss the complaint with prejudice. By Order of the Court dated February 2, 2024 (the “Order”), Kushner’s motion to dismiss the complaint was granted without prejudice for failure to join an indispensable party, Sinatra; the Court rejected all of Kushner’s other arguments seeking dismissal of the complaint with prejudice, and expressly granted FREIT the right to file an amended complaint adding Sinatra as a defendant. On February 8, 2024, FREIT filed the amended complaint naming Sinatra as an additional defendant and asserting the same claims as against Kushner. On March 11, 2024, Kushner and Sinatra filed a motion to dismiss FREIT’s amended complaint and seeking reconsideration of the Court’s order dismissing the initial complaint without prejudice. The Court denied the motion made by Kushner and Sinatra to dismiss and for reconsideration. On May 23, 2024, Kushner and Sinatra answered the veil piercing complaint, asserted several affirmative defenses to the claims made in the veil piercing complaint and filed a counterclaim against FREIT and its affiliates. In their counterclaim, Kushner and Sinatra contend that to the extent that they prevail in the veil piercing litigation, they are entitled to a monetary judgment in the amount of their reasonable attorney’s fees and costs incurred in connection with the defense of that action. FREIT will vigorously oppose the affirmative defenses and counterclaim asserted by Kushner and Sinatra.

 

Also, as previously disclosed, FREIT has incurred substantial costs in legal fees and related costs through April 30, 2024 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 was awarded a favorable $3.42 million Judgement to be reimbursed for certain of its legal fees and expenses.

 

As of April 30, 2024, the $15 million deposit and the $3.42 million award for recovery of attorney’s fees and expenses have not been included in income in the accompanying condensed consolidated statements of income. 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 $512,000 and $198,000 for the six and three months ended April 30, 2024, respectively, and $391,000 and $195,000 for the six and three months ended April 30, 2023, respectively, and are included in operating expenses on the condensed consolidated statements of income.