TRUMP 401 HOTELS MANAGEMENT LLC BANK TRUST

SUPREME
COURT OF THE STATE OF NEW YORK
COUNTY OF QUEENS
DONALD
TRUMP 401 MEZZ VENTURE LLC
NORTH WABASH VENTURE LLC and TRUMP
HOTELS
INTERNATIONAL
401
VERIFIED
COMPLAINT
MANAGEMENT LLC
Index
Plaintiffs
No
26841/08
Date Purchased
-against-
BANK TRUST COMPANY AMERICAS
DEUTSCHE BANK SECURITIES INC FORTRESS
CREDIT CORP UNION LABOR LIFE ISTAR
MERRILL LYNCH CAPITAL CORP
NORDDEUTSCHE LANDESBANK HAHN
Nov
2008
DEUTSCHE
Justice Assigned
LANDESBANK SACHSEN AKTIENGESEL
HIGHLAND FUNDS MORGAN STANLEY
MORTGAGE CAPITAL OAK HILL FUNDS
DEUTSCHE HYPOTHEKENBANK AIB DEBT
MANAGEMENT BANK OF EAST ASIA LTD
SENIOR INC 11 EATON
VANCE/GRAYSON
CO MIX VENTURE SUN
COMMERCIAL BANK GREENWICH CAPITAL
FiNANCIAL BANK OF COMMUNICATIONS
GERMAN AMERICAN CAPITAL CORPORATION
BLACKACRE INSTITUTIONAL CAPITAL
MANAGEMENT LLC NEWCASTLE INVESTMENT
FOOTHILL SATELLITE
CORP PCRL 1NVESTMENTS
LP and
DRAWBRIDGE
L.P
DUNE CAPITAL
SPECIAL OPPORTUNITIES
FUND L.P
Defendants
Plaintiffs
and
Trump
Donald
International
Trump
Hotels
and Meister
Seelig
Bank
Company Americas
Trust
Labor Life
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LLP
401
North Wabash
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Merrill Lynch
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as
allege
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PRELIMINARY STATEMENT
This
action
Bank
Deutsche
construction
to
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Hotel
be
in
lead
lender
seek
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brand
and expense
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restaurant
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286
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of Deutsche
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banks
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18
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Floors
Highland
Hypothekenbank
Capital
interest
together
with
Bank
in the
of
loan
Deutsche
Bank Participants
German American
with
Merrill
Aktiengesel
said defendants
Deutsche
the
belief
Senior
Greenwich
Agreement
as
Sachsen
banking
31st and 32nd
ISTAR
Labor Life
Satellite
is
Broadway
Funds Deutsche
Hill
which Deutsche
collectively
information
liability
Oak
Commercial
lenders
Plaza 55
Landesbank
Ltd Foothill
Construction
to
Upon
limited
the
One Exchange
Hahn
Capital
of East Asia
of Communications
and belief Union
Landesbank
Mortgage
Stanley
at
information
Upon
Norddeutsche
Morgan
and belief Bank
information
Upon
of business
Capital
in
New
Corporation
York
City
is
Upon
information
and
50
51
of business
New
in
New
Upon
Institutional
Capital
Capital
in
New
in
New
LLC
Management
Capital
York City
Corp
is
with
corporation
PCRL
L.P
Investments
limited
is
partnership
Capital
LP
Delaware
is
limited
partnership
York City
Management
LP and Drawbridge
including
and belief
Drawbridge
place of business
Special
New
Opportunities
Credit
Capital Corporation
Corp PCRL
Fund L.P
Corp
Fund
L.P
is
York City
Newcastle Investment
Fortress
Opportunities
German American
and belief
LLC
in
Special
being
are
L.P
Investments
participants
in
referred
collectively
Blackacre
the Fortress
to
as
the
Participants
FACTS
56
in
57
class
Institutional
of business
place
and belief Dune
information
said defendants
Avenue
subsidiary of
York City
limited partnership with
55
Fortress
in
information
Upon
with
and belief
information
Upon
place of business
Delaware
Loan
owned
wholly
York City
information
place of business
54
Dune
is
Corporation
and belief Newcastle Investment
information
Upon
53
with
limited liability company
Upon
52
with
Capital
and belief Blackacre
information
Upon
Delaware
place
German American
Bank
Deutsche
is
belief
ifill
401
COMMON TO ALL
North Wabash
the City of Chicago
401
service
North
the owner
Illinois
Wabash
mixed
is
use
the
sought
CAUSES OF ACTION
of
parcel
of land
located
at
401
North
Wabash
Property
to
develop
hotel/condominium
12
the
Property
tower
for
use
consisting
as
of
92 storey
472
first
residential
condominium
associated
units
health
58
with
an
Trump Management which
provides
that
In
agreement
Bank
Deutsche
Deutsche
Trust
take
On
63
loan
for
into
401
certain
to
the
thereafter
the
Securities
entered
the
the
builder and developer
trademarks
Trump
Loan
Condominium
Hotel
Trump Management
and
Management
renowned
world
areas of the Project
and
the
hotel
management
value to the Project
financing to develop
the
Agreement
Project
dated
Bank
Company Americas Deutsche
an
as
February
Mezz $130000000.00
costs
in
the
2005
to
incurred
made
as
entered
into
2005
with
Securities
Inc
North Wabash
of
February
and Deutsche
the
solely
to
respect
13
as
the
the
401
the
Bank
Bank
consortium
North
was
to
of lenders
Wabash
Construction
serve as the
loan
the
Loan
which
of
Agreement
Loan
Bank
member
Fortress
Deutsche
for
to
Under
managing
be used
with
agent
of the Deutsche
the
Fortress
loan
Loan
Bank
lead arranger
agreement with
closing
administrative
the
as
Deutsche
acted
Loan Agreement
Construction
interests
participation
$640000000.00
Deutsch
of
use
and brand
name
Trump
added tremendous
Construction
Pursuant
Lender and
would
the
have
order to obtain
entitled
the
of the hotel
operations
with
affiliation
and
units
space
Securities
62
Initial
the
manage
Trump Management
61
for
Agreement
into
The
expertise of
world renowned
Trump
entered
shall
parking
Project
North
401
various
spa units
Wabash
operations
60
53
areas
retail
License
into
with the
Plaintiffs
Agreement
units
North Wabash and
401
have entered
59
and
restaurant
connection
in
in hotel
club
condominium
hotel
Plaintiffs
of real estate
branding
286
of 401
Agreement
capital
Deutsche
North Wabash
whereby
infusion
into
Bank Loan
401
Fortress
401
Mezz
agreed
to
North Wabash
and
as
an equity
contribution
North
to
loan and to pay for certain
acquisitionldemolition
64
Pursuant
to
the
Fortress
Loan was subordinate
Fortress
65
Wabash
It
and
401
be
used
to
additional
was
which now
for
pursuant
to
other expenses
be
used
with
to
preexisting
satisfS
respect to the
contribution
have been
equity
amounted
to
was
duly
the
Project
the
was
and
met other than
added
spa suites materially enhancing
Unbeknownst
Corporation
an undisclosed
the Fortress
67
to
the
affiliate
loan
routine
the
in
the
beyond
received
by 401
the
Project
by
Bank
Bank
took
Loan were
the
the
only
Project and that
under
the
terms
no
of
the
of the equity requirements
which
Trump
including
of the
through
North
requirements Thereafter
balancing
Project for the benefit
of Deutsche
Agreement
Fortress
all
improvements
Deutsche
Plaintiffs
funds
from Trump
Agreement
$13088581.00
approximately
Loan and
especially
to
the
that
and development of
construction
the Fortress
nevertheless
66
Bank
required
Loan
Loan
Bank
Deutsche
Construction
the
and agreed
understood
to
and
Agreement
Deutsche
the
of the
purposes
Loan Agreement
additional
closed
to
specifically
Mezz
capital
Construction
special
was
Loan
Fortress
funds
which equity contribution
Wabash
additional
without
equity
limitation
lenders
German American
significant
Capital
interest
participation
in
Loan
On
and with
or
the
about
initial
advance
the Deutsche
2005
February
under
the
Construction
Bank
Loan
and the Fortress Loan
Loan Agreement
been made
having
on August 31 2005
68
contracts
As
contemplated
with architects
under
construction
the
Construction
Loan Agreement
contractors
managers
14
and various
Plaintiffs
entered
other entities
into
including
ultimate purchasers
the
with
Plaintiffs
of
of the completion
in anticipation
71
enjoyed
Plaintiffs
condominium
success
portion of the
hotel
Project which
and generated favorable
to
proceeded
have obtained
Plaintiffs
entered
currently
great
the
proceeding
is
now open and
and awards
reviews
and
construct
the
develop
to
proceeded
into
contracts
are
market
and
of sale
with
of Occupancy
Certificates
Temporary
and commercial portions
residential
73
Project
Project
thereafter
Plaintiffs
The
the
residential
of the Project
portion
72
and develop
construct
to
diligently
have completed
Plaintiffs
operational and has
units
proceeded
portion of the
the hotel
70
have
who have made down payments
Project
69
first
of units
sell
the
purchasers
in
an
and parking
hotel
residential
306 of the
hotel
75% complete
approximately
currently
for
approximate
total
and
units
amount
of
$557149836
74
As of
and parking
closed
October
in
units
have closed
September
2008
including
$37358139.00
and $35222355
$204068669
approximately
and parking
of residential
of residential
and
of residential hotel
parking
units
units
having
having
closing
in
2008
75
remain
date of this Complaint
the
As of
the
date
of
this
Complaint
unclosed with closings becoming
76
reasonable
The
efforts
or above the
Construction
to
cause
Minimum
Loan
the units
Release
to
Price for
of
possible upon completion
Agreement
be
$353081168
required that
sold at the earliest
particular
15
unit
residential
and hotel
units
of the relevant units
Plaintiffs
practical
which was
use
all
time and for
set
price
commercially
sale
price
at
77
contract
The
Minimum
Release
or
percentage
of
prices
78
Pursuant
of the units are to be
79
the
real
downward
estate
of
Bank
kinds
and
and
the
80
The
Chicago and
82
Pursuant
the
November
none of
right
2008
83
extension
Loan was
setting
the
in
corresponding
Price
now
is
by
current financial
ceased
spiral
above
sales
the Project
real
estate
for real
prices
condominium
actions
the
of Deutsche
which has
crisis
Plaintiffs
the
market
since the Great
substantially
despite
with
to
the hotel
in
collapse
the
Loan
respect
parallel
unit
sent
the
Depression
market
the
continued
good
price
in
faith
and
the units
sell
Construction
Loan
the
Agreement
Maturity
Initial
of the
Date
2008
of the
2.5
of
Fortress Loan
letter
the Maturity
defendants
to
May
by
with
actual
through
Bank
and sharply decreasing
creating the
literally
an extension
The
Plaintiffs
the
to
to
sums obtained
efforts
downturn
downward economic
have
units
to
sales
by
in
Release
efforts
Pursuant
Bank
exercised
of the
reasonable
81
lenders
the worst
into
of the sales
of
percentage
of the Deutsche
balance
severe
slowing
the
on
market conditions were compounded
adverse
Minimum
sales
commercially
Deutsche
world
2005
success
initial
exacerbated
other institutional
of February
the principal
States
was
This
based
Loan Agreement
Chicago suffered
in
These highly
country
the
the United
spiral in
all
market
reduce
to
applied
market
as
prices
the Construction
to
Notwithstanding
estate
list
derived
was
Price
objected
dated
the
Construction
Maturity
Loan
Date
of
the
2008 duly exercised
Date of both
the
Deutsche
thereto
16
Bank
to
the
their
Loan and the
properly
Bank Loan
Deutsche
was thereby automatically extended
October
Plaintiffs
Agreement
until
same date
right
Fortress
to
second
Loan and
84
second
Plaintiffs
extension
loan but due
to
greater
stock
In
and
market
loans for the
of Deutsche
retracted
their
agreement
gain in order to obtain
the sharp
worldwide
the
now
the
decline
financial
This
and other major
financial
have impaired
the value
acts
number
have
to
respect
defendants
wanted
Bank
the
to
Project
extend
to
loan
the
and some
extension
aforesaid
the
in
tried
the
and
Participants
in
participants
the second
to
object
with
of Deutsche
been
the
to
the
first
exact
extension
in real
crisis
unavailable
of the
to
the unprecedented
estate
have caused
was
in
institutions
credit
part
markets
attributable
to
to
volatility
of the Project and caused
the sales
actions
wrongful
world and United
in the
the
and new
cease-up
the
of
States
financial
projections to not
met
86
Bank
The
to
parties
with
aforesaid
Federal
financial
respect
financial
system
has
Loan on November
Construction
crisis
characterized
been pushed
same
that
the
to
recognizing
Loan Agreement
Force
fact
2008 has become
However
provided
Majeure Event
actually
Date
results
as
as
brink
contemplated
the sales
through
replacement
financing
Bank
of collapse
itself
the
However
credit
because
tsunami
characterized
satisfaction
Deutsche
other capital
of the units
once-in-a-century
Deutsche
that
of the
it
the
Deutsche
by
of
the
global
Bank
impossible to perform
that
events
as
follows
shall
in
Agreement
solely
the Project or through
Chairman and the
Reserve
87
to
Loan
the Construction
Loan would be paid on the Maturity
transactions
the
not
Project are
markets which
be
should
them
failure
opportunities
majority
who
of
addition to
Bank
vast
large
financial
85
the
of the
lenders
the
instance
that
dysfunctionality
some
of
insolvency
the
told
defendants
upon
other financing
by foregoing
were
Plaintiffs
Eventually
even
notice
relied
reasonably
mean any
delay
beyond
the
parties
of the following
control
provided
may occur
the
of the development or construction
17
the
of the
Project
enemy
casualty
the
of
unavailability
reasonable
labor
governmental
Borrower
the
on
or any
to
in
occurrence
Architect
an
of
orderly
which
any
or
If
shall
Majeure
knowledge
of
commercially
of
Force
to
following
and
Agent
promptly
and
or
cause
Manager
or design
and
the construction
Force
notice
or
any
Event
such
Force
of
obtaining
shall
take
all
the
or eliminate
Borrower
the
following
of
Majeure
Borrower
and
of
or any lack
Contractor
Borrower
Event
Majeure
Contractors
supplies
circumvent
to ameliorate
steps
Trade
caused
Contractor
with
with
include
any
any
Trade
any
or
not
Construction
bankruptcy
claims
Agent
same
reasonable
provide notice
or
by insolvency
properly
the
such
control
Manager
order
Trade
Engineer
or
Construction
Party
Borrower
Trade
fashion
timely
particular
performance
to
estate
Borrower
shall
of
failure
other interference
provide
Event
by
reasonably
or any
Party
number
or
of
Party
late
of
event
Engineer
Architect
Borrower
Construction
Borrower
eure
of any Borrower
adequate
an
stoppage
Borrower
effects
Event
Design
Improvements caused
fUnds
Force Maj
part
real
not
is
other
any
control
Design Architect
professional
the
the
the
ix
suspension
affects
suspension
xi
viii
within
not
the
trouble
and
governmental
Contractor
the reasonable
laborers
could
extent
Trade
any
or other
emergency
the
design professional
hire
and/or
supervisors
materials
delays
but
Contractor
failure
labor
Project
Architect
Contractor
to
or
which
not within
inefficiencies
vii
City of Chicago generally and
or
circumstance
Manager
other
God
of
foreign
or insurrection
hurricanes
floods
national
materials
operations
in the
development
any Trade
or
or
commotion
fire
acts
Borrower
of
control
lockouts
strikes
iv
of
case
war by
or undeclared
civil
riots
vi
earthquakes
in
preemption
by
ii
acts
or condemnation
iii casualty
to
of declared
acts
or terrorist
end
shall
of
such
Force Majeure Event emphasis added
On November
88
of the
Force
Loan and the
Majeure Event
Fortress
89
credit
proper
Loan
2008
thereby
until
Notwithstanding
markets
invocation
Deutsche
Bank
of the Force
after
Plaintiffs
provided
the
extending
the
the well
financial
known
Maturity
crisis
financial
and Fortress have
Majeure Clause
18
notice
not
to
Date
Deutsche
of both
Bank
the
and
Fortress
Deutsche
Bank
has abated
crisis
affecting
acknowledged
both
the
real estate
and accepted
and
Plaintiffs
90
many
As
institutions
order to
brand
or the
afford
economic
sales
Bank
92
Loan
Lenders
insufficient
consent
Construction
of
of
all
created
dysfunctional
exist
at
all
of
in
of
Inappropriate
of the
Inappropriate
for
could
be
made
reasonable
have impaired
their
in
ability
Loan
to
estate
to
come
along
in
lending
Trump
the
plaintiffs
or
experience
national
unprecedented
compounded
the
rights
beyond
facilitate
the
the
problems
loan documents
those
quick
so as to
by then
dictated
of
syndication
the
Lenders
the
Inappropriate
Lenders
Lenders
Bank
Deutsche
and
the
to
agreed
before
adjustments
or before
simply
issuing lender consents
Banks
whose
terms
the
of the
required
actions
bad
decision
the
to
potential
require
Lenders
Deutsche
to
to
todays
and necessary borrower
of lenders
consortium
real
structuring
to
of Inappropriate
expertise
no
enormously
control
effort
an
seemed
that
Bank
Deutsche
Lenders
intentionally
and
reason of the foregoing
By
have
Bank
the
Loan Agreement
loan documents
93
lack
the
capitalization
unanimous
group
large
by
the
any regard
particularly
Deutsche
consent
conditions
to
Despite
and without
lenders
the
of
anybody
virtually
and marketing
above
stated
market
credit
sold portions
climate the Inappropriate
Inappropriate
prevailing
the
as
of
Many
Project
and
Bank
Deutsche
for
by the Inappropriate Lenders
the
Deutsche
fees
of real estate
Also
presented
in
junk bond firms
name
91
they
banks
massive
and worldwide
under
above
get
understanding
Bank
Deutsche
stated
faith
and wrongfttl
making
to
processes
administer the loan and thereby
conduct
placed
has
the extent
the Project
peril
94
Because
dysfunctionality
themselves
of
the
Force
and seizure of the
become
completely
Event
Majeure
credit
dysfunctional
markets
and
19
are
many
unable
arising
of
to
the
act
from
the
Inappropriate
Deutsche
unprecedented
Lenders
Bank
has
have
thereby
put
and
Plaintiffs
even
impossible to obtain
harmful
lending
to
obligations
dysfunctional
good
of
in
and
action
other
the
by Deutsche
lenders
the
and
Project
Bank
Bank
actions
those lenders
has
will
who
of
breach
is
makes
it
and consents
adjustments
Deutsche
Banks
and Deutsche
lenders
which
situation
and
terrible
Banks
Deutsche
created
and
disjointed
tremendous damage
cause
are trying
virtually
to
act
to
and
reasonably
in
faith
about
the
fact
that
Minimum
Bank
Deutsche
market
to
despite
the
Minimum
impaired
Release
Date
Date
the ability
to
it
by
their
financial
market
at
is
to
need
from
not
entitled
wish
to
is
Minimum
efforts
to
Release
Release
above current
Price be
is
reduced
or
market
resale
Price
the hotel
sell
significantly
to
reduce
Plaintiffs
Such
in
Minimum
have
defendants
inaction was
reduction
the
active
at
for
current
Plaintiffs
20
to
or
do so
use
the
extension
of
would have served merely
concessions
Minimum
Price
could
it
for the
concessions
Release
the repayment of the loans
from
so that
intentional
financial
Release
and refused
failed
ignores
Prices
Such
increase their profits at Plaintiffs
concessions
in
Parenthetically
Minimum
Price
Defendants
realize
Price
conversations
months
sales
Release
The
the
prices
the
by
extort
defendants
of lenders
solely
additional
which
to
to
Release
requested that
for
reasonable
commercially
Minimum
obvious
Minimum
Price issue
profits
was motivated
extract
the
use
Plaintiffs
the
looming Maturity
the
sales
to
Bank
engaged Deutsche
unencumbered
units
below
sales
the
as
have repeatedly
Notwithstanding
the Maturity
increase
Price
and competing with
96
to
impossibility
consent
sold hotel
prices
consent
an
Release
Plaintiffs
price
previously
is
it
have
Plaintiffs
Additionally
at the
market
that
This
Trump brand
95
units
Borrower
lenders
experienced
most routine amendments
the
practice
group
the
Plaintiffs
other more
the
the
conduct
expense
fact
that
to
would not have
by defendants
This
attempt
Plaintiffs
to
have
contributed
substantial
the
development of
additional
spa suites
capital
to
the
Project in the
of which could
all
be
lost
if
form of
defendants
funds
the
invested
able to extort
are
in
the
additional
profits
97
Bank
Plaintiffs
Loan
or the
98
the
only reasonable
Bank
Deutsche
99
budget
As
the
Plaintiffs
reputation
unsold
Plaintiffs
Project
request
Trump
took
of
to
their
set
obligations
units
reputation
remaining
the
the
first
Project
forth
sales
contracts
Deutsche
in the
luxury hotel
operations
and the
step
Bank
their
and purchase
price
good
reflect
to
for
ability
brand
of the
name
all
purchase
market
name
protect the
$96558000
fair
for
is
on time under
the
Trump
of endeavoring
to
with
purchases
valuable
crisis
Loan Agreement
loan and thereby
and commercial areas of the Project
appraisal
financial
Plaintiffs
worldwide
closed
the
Construction
harm
with the
familiarity
and developed
constructed
associated
is
faith
good
unique
source given
will
the Deutsche
previously
is
in the
practices
class
have
extraordinary
units
update
and
which
order to repay
who
the
lending
Plaintiffs
financing
Project as specified
predatory
in
alternate
insure that
to
the
projects
above
condominium
in
101
the
the
right
described
of
close
hotel
fund
Banks
stated
buyers
to
to
construction
class
100
which
in
and business
likeness
first
Project
manner
Deutsche
good will
of obtaining an
continue
to
any of
of the Project
near completion
Project and the impossibility
the
under
Loan
Fortress
Based on
not in default
are
value
and
of the
subject
to
price
as
values
of
Exhibit
Trump
based
the
$96558000
he
was
purchasing
components
Deutsche
Bank
once
certain
price
forth
set
errors
of the Affiliate
were
21
in
an
Transaction
appraisal
corrected
in
the
prepared
appraisal
on
the
for
and
at
and subject
the
to
Plaintiffs
described
in
infuse
institutions
Trumps
nearly
unable
are
to
$100
million of
that
provide
Plaintiffs
have
contractual
values indicated in an
103
As
current market rates
loan
fair
market
value
as
price
and
documents
is
finally
its
converting
of Deutsche
Banks
interest
refusal
to
designed
thereby
Bank
Banks
wrongful
honor
to
the
deprive
Plaintiffs
in the
hotel
the
to
that
the
the
the
attempt
to
offer
Affiliate
benefits
have
fact
based
is
strip
frustrate
the
despite
that
the
upon
of
herein
its
Transaction
or bulk
force majeure
of
buyers
at
provision
of
their
labors
equity in the Project and enhancing
mezzanine loan which
to
other defendants
individual
either
of
an
complained
of the
unambiguous
Plaintiffs
valuable
subordinate
units
and
in
most banking
opportunity
every
conduct
consummation
the
the unsold
sell
investments
Deutsche
frustrating
to
ability
the fact
when
Bank
Transaction
Affiliate
do so and despite
for
Bank
Deutsche
the
Deutsche
its
Deutsche
by Trump
taken
time
at
has taken
be
to
sought
project
own pockets
its
prepared
above
into
Transaction
to
right
limitation
Plaintiffs
frustrating
reflect
measures
of liquidity
consummating
appraisal
stated
without
including
to
price
faith
cash
level
line
Affiliate
Trumps
frustrate
good
extraordinary
the
consummating
to
and purchase
appraisal
of the Project and thereby
Plaintiffs
the
the
Despite
to
seeking
the
update
Exhibit
102
sought
to
right
effectively
and
the value
operates
as
preferred equity position
AS
Specific
104
forth
at
Plaintiffs
length
repeat
and
FIRST
CAUSE OF ACTION
Against All Defendants
reallege
each
Affiliate
and every preceding
Transaction
allegation
as
if
to
protect
fully
set
herein
105
defendants
AND FOR
Performance
Plaintiffs
and
are
have
in
good
faith
structured
willing to close the Affiliate
the
Transaction
22
Affiliate
as
Transaction
described
in
Exhibit
the
106
the
Defendants
Loan
Fortress
107
and the
Plaintiffs
Plaintiffs
Plaintiffs
permit
contravention
documents
frustrated
wrongfully
in
to
consummate
the
consummate
to
the
of good
and
faith
performance
in
the
fair
Agreement
have
dealing
Transaction
Affiliate
Transaction
Affiliate
Loan
Construction
of the
order of specific
an
to
terms
covenant
implied
ability
entitled
are
of the
ordering
time
and manner
defendants
to
described
in
Exhibit
108
Plaintiffs
109
No
have no adequate
AND FOR
forth
at
Plaintiffs
length
herein
Majeure Event pursuant
112
Plaintiffs
By
and
and
reasonable
and
of
the
Loan
due
or any
other Court
and every
Force Majeure
preceding
notice
provided
as
allegation
defendanis
to
are
entitled
to
judicial
Majeure provision contained
enjoining
the
during
each
Plaintiffs
Force
permanent injunction
Fortress
this
of
if fully
the
Plaintiffs
114
No
have no adequate
previous
AS
Declaratory
defendants
of
pendency
remedy
at
the
in the
Construction
from declaring the Deutsche
Force
Majeure
Event
and
law
request for this relief has
AND FOR
Judgment And
Force
declaration
time thereafter
113
set
Loan Agreement
foregoing
the
to
All Defendants
Plaintiffs
the Construction
to
reason
reallege
2008
have properly invoked
Agreement
Loan
repeat
On November
111
law
SECOND CAUSE OF ACTION
Judgment Against
Declaratory
110
at
request for this relief has been made
previous
AS
remedy
been made
to
this
or any other Court
ThIRD CAUSE OF ACTION
Specific Performance
Minimum
Release
23
Price
Against All Defendants
that
Loan
Bank
for
forth
100
at
115
Plaintiffs
length
herein
116
The
that
the
earliest
117
or
time and
practical
It
because
otherwise
for
sale
impossibility to
an
is
Minimum
the
Agreement
sell
above
at or
price
the
hotel
Release
at
provides
reasonable
commercially
all
and every preceding
each
reallege
Loan
Construction
must use
Plaintiffs
and
repeat
the
units
Prices
section
Article
efforts
to
Minimum
to
set
fully
dd
be
at
sold at
Price
Release
reasonable
over
substantially
if
5.1
the units
cause
using commercially
are
as
allegation
the
efforts
current market
price
On November
118
the
units
for
sale
119
that
is
Plaintiffs
the
By
may
fact
that
and
the
units
121
has
is
refused
at
By
Release
Bank
Deutsche
declining
of the
reduce
such
market
that
it
foregoing
the
sales
intended
to
offer
to
consent
offer
to
to
sell
Release
the
units
Prices
at
are
of the
entitled
units
judicial
to
pursuant
the
declaration
Construction
from prohibiting
defendants
enjoining
to
Plaintiffs
Plaintiffs
123
No
have
previous
AS
to
sales
Plaintiffs
of the
no adequate
request
units
remedy
for this relief
AND FOR
Breach
that
Loan
from
prices
are
at
entitled
market
to
performance
specific
prices
even
if
they
at
law
has been
made
to
this
or any other Court
FOURTH CAUSE OF ACTION
of Covenant
of
Good
24
Faith
and Fair Dealing
order
are below the
Prices
122
price
market
Plaintiffs
price
Minimum
the
reasonable
real estate
of the foregoing
reason
reduce
to
not commercially
permanent injunction
ordering defendants
Minimum
it
in
reason
properly
Agreement
selling
Bank
above market price
120
advised
Plaintiffs
market price
at
Deutsche
notwithstanding
2008
Bank
Against Deutsche
forth
at
of the
124
Plaintiffs
length
herein
125
The
current
the
126
bad
faith
harm
Deutsche
thereby
Plaintiffs
an
amount
Plaintiffs
presently
and
and
refusal
of the
status
and
preceding
Minimum
the
the
Agreement
actions
Participants
perform
made
is
in
breached
Participants
of the
to
profits
Trump
their
covenant
the
they
extend
to
the
Release
Price
Project
as
bad
as
allegation
faith
if fully
set
Date
Maturity
notwithstanding
complete
nearly
and
for
the
is
express
fair
in
are
dealing
faith
received
Transaction
Affiliate
under
obligations
of good
would have
the
and
and
Construction
the
and have
dealing
fair
caused
to
damage
great
and name
brand
have been damaged
unknown
in frustrating
of good faith and
covenant
pursuant
reputation and the
128
lower
to
every
Plaintiffs
Bank
to
Plaintiffs
agree
Loan
Bank
Loan Agreement
deprived
to
and
failure
Participants
of the implied
breach
127
to
each
reallege
market conditions
Deutsche
and
and
Construction
of causing
purpose
and
Bank
Loan
disastrous
of the
violative
Deutsche
Bank
Deutsche
repeat
Only
Participants
but believed
by the
to
be
no
actions
of the Deutsche
than Three
less
Billion
Bank
in
Participants
$3000000000.00
Dollars
AS
forth
at
129
Plaintiffs
length
herein
130
provide
the
By
virtue
sufficient
authorize Plaintiffs
AND FOR
of Fiduciary
Breach
repeat
of
its
and
actions
with
for
each
reallege
position
funding
FIFTH CAUSE OF ACTION
Duty Against
of control
plaintiffs
respect
to
to
the Deutsche
and every
over
the Project
25
Participants
preceding
plaintiffs
complete
Bank
the
and by
including
Project
virtue
the
and
to
if fully
set
capability
to
as
allegation
sole
consent
of the confidence
to
and
reposed
by
Plaintiffs
owe
Participants
loyalty utmost
131
duties
Bank
Deutsche
in
Plaintiffs
and
132
and
of interest
conflict
limited to their ability
to
fiduciary
and
inter
including
of lender
in violation
maintains
Bank
Deutsche
the
of care
alia the duties
to
laws
obtain
in
over
any
their
fiduciary
themselves
placing
in
an
funds
advancing
control
complete
breached
Participants
liability
commit
Project and
the
complete
Bank
Deutsche
their
their failure to
by
Bank
Deutsche
of
Bank
Deutsche
lender
dealing
and
of trust and confidence
undeniable
fair
Bank
Deutsche
lead
of the duties
all
faith
good
as
Plaintiffs
for
financing
but
including
the completion
not
of the
Project
133
Loan Agreement
Construction
134
The
herein
including
refusal
to
all
actions
their
consent
proper
constitute
135
Participants
presently
of the
Bank
Force
in the
its
Bank
owed by Deutsche
the
Plaintiffs
Bank
their
Transaction
their
refusal
to
accept
Loan Agreement
Majeure Clause of the Construction
fiduciary duties
to
complained of
Participants
and
Prices
to
obligations
of the Affiliate
consummation
pursuant
Loan
Fortress
and the Deutsche
Release
lead lender
the
with
conflict
interest
Minimum
the
was
and the Deutsche
Bank
Plaintiffs
As
direct
breaches
severe reputational
136
of the
Bank
itself in direct
of Plaintiffs
below
invocation
breaches
to
Participants
sales
Deutsche
that
participation
of Deutsche
frustration
to
fact
placed
it
and undisclosed
hidden
by taking
Plaintiffs
the
Notwithstanding
damage
to
cause
proximate
of fiduciary
Plaintiffs
unknown
and
Plaintiffs
duty
Plaintiffs
and
to
be
no
Deutsche
less
and
the
financial
Deutsche
losses
Bank
including
Trump name and brand
by the Deutsche
than Three Billion
26
Bank
suffered substantial
the valuable
have been damaged
but believed
of
Bank
Participants
in
$3000000000.00
an amount
Dollars
AS
AND FOR
SIXTH CAUSE OF ACTION
Aiding and Abetting Breach
Against the
forth
at
137
Plaintiffs
length
herein
138
At
occupied
of trust and confidence
of
the
with
preceding
were
defendants
respect
Duty
Participants
and every
each
reallege
times each
relevant
all
position
and
repeat
of Fiduciary
Bank
Deutsche
to
as
allegation
aware
if
Deutsche
that
and owed them the
plaintiffs
set
filly
Bank
of
duties
fiduciary
The
139
and
abetted
Plaintiffs
unknown
entity
Plaintiffs
length
herein
142
The
at
acting
Plaintiffs
to
on
143
pursuant
the
behalf
and
Bank
by the Deutsche
than Three Billion
less
Participants
enjoined
The
Deutsche
Force
Majeure
their
Bank
Participants
Event provision
May
an
Bank
amount
Dollars
$3000000000.00
agents
any action
Loan Agreement
under
allegation
as
if fully
and any other person
to
on
compel
the
set
or
or compelling
November
2008
2009 maturity date of the Fortress Loan
must be directed
27
in
and
aided
by Deutsche
Participants
preceding
attorneys
from taking
on the Construction
which automatically extends the
Bank
with
Bank Participants
and every
each
concert
CAUSE OF ACTION
The Deutsche
reallege
in
duty committed
fiduciary
SEVENTH
must be
pay off the balance
Date
Maturity
no
Relief Against
repeat
Deutsche
their
be
AN FOR
Injunctive
141
to
of
breaches
have been damaged
acted
knowingly
Participants
various
but believed
AS
forth
Bank
in the
participated
140
presently
Deutsche
the
to
extend
Construction
Loan
the
Maturity
Agreement
Date
which
automatically
which
is
not capped
144
in the
irreparably
Bank
for
business
for
injured
in
to
of
result
market
estate
hotel
Deutsche
As
Date
so long as the Force
for
Majeure Event continues
to
exist
days
Loan proceeds
145
real
120
at
The
Bank
Deutsche
the
the Maturity
delays
Deutsche
completing
being
the
complete
the
must be
Participants
manner
Participants
conduct
on time and under
with
the
only
which
for
advance
to
balance
the
of the
Project
Bank
projects
associated
directed
and
budget
highest
damages
were each
aware of
will
operations
cannot
in
reputation
plaintiffs
hotel
quality
money
reputation
plaintiffs
provide
be
adequate
compensation
146
The
of units
purchase
147
Deutsche
between
By
of
Construction
Loan Agreement
where buyers
will
148
Bank
The
Participants
149
directing
acting
on
By
loss
Construction
Loan
for
of the
not to
Agreement
delays
so long
the
of Plaintiffs
Bank
Date pursuant the Force
automatically
the
Bank
sale
good
with
plaintiffs
its
the
contracts
Date
Maturity
have put
Participants
between
will
extend
to
refusing
Deutsche
of
existing
for
the
buyers
intentionally
the contract
reason
behalf
Loan
and
the
Plaintiffs
under
in
the
position
and buyer
customers
is
attributable
to
the Deutsche
conduct
the Deutsche
their
Participants
plaintiffs
reason
breach
Bank
as
Plaintiffs
foregoing
Participants
their
take any action
agents
compel
plaintiffs
to
on the November
Maturity
the Force
Date
and
entitled
attorneys
2008 Maturity
Majeure Event provision under
the
are
the
to
permanent
injunction
and any other person
to
pay off
Date
to
Maturity
exist which
the
or entity
balance
extend
the
on
is
Date
of the
not capped
at
the
Maturity
Loan Agreement
Construction
corresponding
Majeure Event continues
28
the
to
which
Fortress
120
days
to
advance
the
to
plaintiffs
balance
exercise
of the
their contractual
150
Plaintiffs
151
No
Loan
Deutsche
have no adequate
at
remedy
request for this relief has
previous
AS
of buy-out
right
AND FOR
forth
at
Plaintiffs
length
herein
153
The
with
interfere
vendors
described
prospective
economic
presently
AS
at
in
155
Plaintiffs
length
herein
156
Prior
Bank
Deutsche
represented
Construction
157
Participants
financing
to
to
herein
by
permit
Loan Agreement
the Construction
law
been made
to
or any other Court
this
Economic
Relations
and every preceding
the
Bank
Deutsche
between
relations
have been damaged
but believed
Fraud
forth
to
was
Participants
Plaintiffs
and
if
as
allegation
set
intended
to
customers
buyers
its
fully
companies
Plaintiffs
unknown
and
Project
Bank Participants
each
reallege
conduct
and lending
154
and
repeat
under
with Prospective
Against the Deutsche
152
the
complete
EIGHTH CAUSE OF ACTION
Interference
Tortious
to
proceeds
with
the
to
to
AND FOR
and
repeat
and
the
they
and every
each
negotiations
to
an
amount
Dollars
$3000000000.00
of
faithfully
Bank
Participants
preceding
the
of defendants
and consent
intended
in
Participants
CAUSE OF ACTION
Against the Deutsche
reallege
during
that
than Three Billion
less
NIP4TH
Inducement
the knowledge
Plaintiffs
no
be
Bank
by the Deutsche
allegation
Loan
Construction
through
perform
their
their
if
as
frilly
set
Agreement
words and actions
obligations
under
the
Loan Agreement
Deutsche
falsely
fund
Bank
represented
with
to
the Project through
the
knowledge
Plaintiffs
its
own
that
funds
29
they
and
consent
would provide
and funds
to
of
the
be loaned
the
Deutsche
necessary
Bank
sufficient
by sophisticated and
stable
financially
and
institutions
lending
investors
familiar
with
similar
financing projects
to
the
Project
158
Deutsche
had no
Participants
159
intent
Deutsche
had
Participants
to
with
the knowledge
under
perform
Bank
with
created
the
and consent
the knowledge
and consent
Bank
other the Deutsche
other the Deutsche
of the
not
intention
and dysfunctional
disjointed
of the
Loan Agreement
Construction
and undisclosed
preconceived
but rather
Plaintiffs
Bank
to
lender
honor
group
their
Bank
to
obligations
fees
solely
to
Loan
Agreement
gain
for
itself
160
would
Plaintiffs
known Deutsche Banks
plaintiffs
161
presently
unknown
but believed
Plaintiffs
length
herein
163
Deutsche
Participants
represented
to
the
at
Plaintiffs
164
recklessly
repeat
and
Bank
with
to
Project and
Plaintiffs
165
Participants
false
Deutsche
knew
that
no
the
Construction
had
plaintiffs
Bank
Deutsche
the
by
less
than Three
Billion
in
Participants
$3000000000.00
amount
an
Dollars
TENTH CAUSE OF ACTION
reallege
and every
each
the knowledge
that
it
many @erhaps
Those representations
and were
defraud
damaged
be
into
Misrepresentation Against the Deutsche
162
forth
to
entered
to
AND FOR
AS
Negligent
intent
have been
Plaintiffs
have
not
at
would
preceding
and consent
set
up
the
Bank
Participants
allegation
of the other the
Deutsche
Loan
as
set
Bank
Deutsche
way
in
if fully
beneficial
all of the Lenders
the very
least were
made
negligently
carelessly
andlor
and misleading
Bank
Plaintiffs
with
the knowledge
would
rely
and consent
of the
other the
upon the negligent misrepresentations
30
Deutsche
made
to
Bank
them
166
Plaintiffs
to
misrepresentations
167
have
On
defendants
to
been
but believed
WHEREFORE
the
to
Plaintiffs
the
be
Plaintiffs
no
to
of
Bank
Deutsche
Participants
negligent
an
the
of
Plaintiffs
acknowledge
of action
causes
order
in
to
right
follows
as
performance
specific
into
enter
amount
an
Dollars
$3000000000.00
Billion
judgment on
Action
by defendant
Participants
than Three
less
demand
Cause
First
permit
Bank
Deutsche
the
upon
detriment
their
Plaintiffs
unknown
presently
relied
ordering
the
Affiliate
Transaction
On
invoked
the
the Second
Force
Majeure provision
permanent injunction
the
On
reduce
the sales
injunction
and
even
if
an
in
On
an
defendants
amount
$3000000000.00
the
and
to
Construction
the
from prohibiting
order ordering
Fourth
amount
pursuant
Minimum
Cause
presently
of
Plaintiffs
defendants
Release
but
and
Agreement
Bank
Loan
due during
time thereafter
that
plaintiffs
Loan Agreement
from
consent
to
have properly
to
and
units
selling
sales
may
at
of the
properly
permanent
market prices
at
market
Deutsche
Bank
units
Prices
Action
unknown
Deutsche
the
declaration
judicial
Plaintiffs
Loan
Construction
reasonable
for
Cause of Action
units
the
in
from declaring
defendants
they are below the
$3000000000.00
in
the
performance
On
Participants
of
price
declaration that
judicial
contained
Maj eure Event
the Third
enjoining
specific
prices
enjoining
of the Force
pendency
Cause of Action
judgment
believed
to
against
be
no
the
less
than
Three
Billion
Dollars
the
Fifth
presently
Cause of Action
unknown
but
judgment
believed
Dollars
31
against
to
be
the Deutsche
no
less
Bank
than
Participants
Three
Billion
On
in
amount
an
On
behalf
Bank
Construction
continues
to
to
proceeds
the
but
believed
Cause of Action
Seventh
the
Loan
their
Agreement
Date
exist which
is
the
complete
attorneys
Date
Maturity
Maturity
corresponding
judgment against
no
be
to
the
Bank
Deutsche
than
less
Participants
Three
Billion
Dollars
Participants
extend
to
unknown
presently
$3000000000.00
Deutsche
Sixth Cause of Action
the
of
the
to
and any other person or
Force
the
Loan
Fortress
120
days
directing
the
on
their
provision
under
the
Date
and
the
order of permanent injunction
automatically
not capped at
Project and
agents
pursuant
which
an
Majeure
delays
for
to
acknowledge
so
Event
the
Maturity
the
as
long
advance the balance
Plaintiffs
right
to
acting
entity
Majeure Event
Force
of the Deutsche
into
enter
the
Loan
Affiliate
Transaction
On
Participants
in
an
$3000000000.00
On
in
an
amount
$3000000000.00
On
in
an
amount
$3000000000.00
the
Eighth
amount
Cause
presently
of
Action
unknown
but
judgment
believed
to
against
be
no
Deutsche
the
less
than
Three
Bank
Billion
Dollars
the
Ninth
presently
Cause of Action
unknown
but
judgment against the Deutsche
believed
to
be
no
less
Bank
than
Participants
Three
Billion
Dollars
the
Tenth
presently
Dollars
Cause of Action
unknown
but
against the Deutsche
ajudgment
believed
and
32
to
be
no
less
Bank
than
Participants
Three
Billion
On
all
the
Causes
of
Action
and
disbursements
costs
attorneys
fees
of
action
Dated
Garden City
New
November
2008
York
Attorneys
for Plaintiffs
JASPAN SCHLESINGER LLP
By
R.ScLAr/Uh/2t
300 Garden City Plaza
Garden City
516
New
11530
746-8000
MEISTER SEELIG
By
York
FEIN LLP
_____________________
Stephen
Meister
Grand Central Tower
140
East 45th
Street
New York New
212
33
655-3500
19th
Floor
York 10017
this
L\JDG\Chicago\Litigation\VerificatIOfl
DOC
VERIFICATION
NEW YORK
STATE OF
ss
COUNTY OF NEW YORK
DONALD
am
one of the
knowledge
except
as
those matters
to
being
the
matters
believe
them
the
know
and
to
sworn
duly
in
Plaintiffs
COMPLAINT
VERIFIED
as to
TRUMP
above-entitled
the
contents
therein stated
be
deposes
to
and says
have
action
thereof
be alleged
and
the
read
same
upon information
true
iTRU
Sw4rn
to
day
before
Qualified in
Commission
D622500/F53
me
this
November 2008
of
New
Expires
100
York
COIJfltYr
September
the
is
foregoing
true
to
my
and belief and