Appendix — Wisconsin Avenue Associates, Inc. v. 2720 Wisconsin Avenue Cooperative Ass'n
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APPENDIX 1 — OPINION OF DISTRICT OF COLUMBIA
DISTRICT OF COLUMBIA COURT OF APPEALS
Nos. 79-631 and 79-1103
WISCONSIN AVENUE ASSOCIATES, INC., et al., APPELLANTS,
v.
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION, INC.,
et al., APPELLEES.
No. 79-1102
GoLr DEPOSITORY AND LOAN COMPANY, INC.,
APPELLANT,
v.
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION, INC., “se
et al., APPELLEES. ‘5’ ®
ies
Appeals from the Superior Court of the /3'5 |
District of Columbia Gs /
(Hon, William E. Stewart, Jr., Trial wo 7
(Argued June 17, 1981 Decided February 2, 1
E. Leo Backus for appellants in Nos. 79-681 and 79-
1108.
John H. MacVey for appellant in No. 79-1102.
Richard A. Hibey, with whom Robert B. Wallace was
' on the briefs, for appellees.
Before Harris, MACK, and Pryor, Associate Judges.
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gages, and the issuance of a third mortgage.
On December 1, 1974, 2720 Limite Partnership (an
entity controlled by defendant Laurins) agreed
aise Cinaiate tite te io eum tee Ge ae
opty Cescaitie sarge ep ogg Segpaine
Inc. (Cooperative), in favor of the yet-to-be-formed
Wisconsin Avenue Associates, Inc. (Associates) .*
rip
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vance all cash required to acquire title to the property.
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On December 16, 1974, Cooperative executed another
note in favor of Associates in the amount of $100,000. An
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additional note was executed in favor of Associates on
—— 1975, in the amount of $5,700. The amounts
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Appendix I
D.C.App., 431 Ea hay (1981) ; In re A.B.H., D.C.
App., 348 A.2d 573, 575 (1975); Johnson & Jenkins
Funeral Home, Inc. v, District of Columbia, D.C.App.,
$18 A.2d 596, 597 (1974) ; Lee Washington, Inc. v. Wash-
ington Motor Truck Transportation Employees Health
and Welfare Trust, D.C.App., 310 A.2d 604, 606 (1973).
Recognizing that limitation on our review function, we
Corp., 318 U.S. 80, 85 (1948); McKay v. Wahlenmaier,
96 U.S.App.D.C. 318, 322, 226 F.2d 45, 44 (1955);
Johnson v. American General Insurance Co., 296 F.
Copper Mining Co., 254 U.S. 590, 599 (1921) ; Corsicana
v. Johnson, 251 U.S. 68, 90 (1919);
lla
Appendix |
v. Furlaud, 296 U.S. 140, 156-57 (1985) Dickerman v.
Northern Trust Co., 176 U.S. 181, 208-04 (1900) ; Post
States, 182 U.S.App.D.C. 189, 198, 407 F.2d
819, 328 (1968), cert, denied, 398 U.S. 1092 (1969) ;
Bailes v. Colonial Press, Inc., 444 F.2d 1241, 1244 (5th
Cir. 197 1); Earle R. Hanson & Associates v. Farmers Co-
operative Creamery Co., 408 F.2d 65, 70 (8th Cir. 1968).
The fiduciary concept is not limited to stock corporations
but applies to membership organizations as well. Post v.
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undertaken by prospective apartment purchasers.
Northridge Section No. 1 v. 32nd Avenue
Construction Corporation, 2 N.Y.2d 514, ——, 141 N.E.
2d 802, 808, 161 N.Y.S.2d 404, -—. , (1987) (North-
ridge)
between Associates and Cooperative were executed, the
menced on December 1, 1974, the date on which it be-
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* See note 4 and accompanying text, supra.
* That parag’-ph provided:
Grantor shall save Beneficiary and Trustees harmless
all costs and expenses, including reasonable attor-
and costs of a title search, continuation of
and preparation of survey, incurred by reason
EF
Courts
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Appendix |
sions are common in deeds of trust in the District of
Columbia. See In re Wolman, 314 F. Supp. 703, 705
These provisions generally are enforced
in most jurisdictions, including this one. Manchester
Gardens, Inc. v. Great West Life Assurance Co., 92 U.S.
App.D.C. 320, 325, 205 F.2d 872, 877 (1953).
provisions in cases in which it would be inequitable to do
do, however, have discretion to refuse to enforce such
so. In Manchester Gardens, the court stated:
(D.Md. 1970).
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23a
Appendix |
tionship, and does so in bad faith, vexatiously, wantonly,
or for oppressive reasons.” 1901 Wyoming Avenue Coop-
erative Association v. Lee, D.C.App., 845 A.2d 456, 464-
65 (1975) ; accord, AFSCME v. Ball, D.C.App.,——— A.2d
—— (No. 80-1309, Dec. 30, 1981) ; Biggs v. Stewart, D.C.
App., 418 A.2d 1069, 1071 n.7 (1980); Bay General In-
dustries, Inc. v. Johnson, D.C.App., 418 A.2d 1050, 1057
n.20 (1980); Trilon Plaza Co. v. Allstate Leasing Corp.,
D.C.App., 399 A.2d 34, 37 (1979); Wisconsin Avenue
Associates, Inc. v. 2720 Wisconsin Avenue Cooperative
Association, Inc., D.C.App., 885 A.2d 20, 24 (1978);
¥. W. Berens Sales Co. v. McKinney, D.C.App., 310 A.2d
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of defendant Laurins’ civil contempt citation
APPENDIX 2 — EXCERPTS FROM D.C. SUPERIOR COURT
DECISION (LIABILITY) DATED JUNE 27, 1978
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Action No. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., a corporation organized under the Cooperative Associations
Law of the District of Columbia
DAVID C. SPRIGGS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and President of 2720 Wisconsin Avenue Cooperative
Association, Inc.
H. JAMES ZELLERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Vice President of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOHN BRIAN DALY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Secretary of 2720 Wisconsin Avenue Cooperative
Association, Inc.
PETER C. WOODFORD, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Assistant Secretary of 2720 Wisconsin Avenue
Cooperative Association, Inc.
STEPHEN L. WILKINS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Treasurer of 2720 Wisconsin Avenue Cooperative
Association, Inc.
27a
Appendix 2
ABBAS ABUTAA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MICHAEL P. ARRA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
ANGELO L. BARDINE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
PAULA B. BELL, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
C.M. BROUTSAS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
THOMAS E. COLER, JR., Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
G. DAVID CRANE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CECILE de ROCHEFORT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
GERALDINE GARRITY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JAMES C. HASSAN, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
RONALD L. HAYES, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
28a
Appendix 2
SACHIKO KAWAGUCHI, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MARGARET MCMANUS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CATHERINE G. MORAN, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CHRISTIE S. ROGERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VIVIANE RUSSELL, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VERDELIA F. SCOTT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOYCE K. TURNER, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
L.J. WELLS, Member of 2720 Wisconsin Avenue Cooperative
Association, Inc.
WILLIAM L. WOLF, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
29a
Appendix 2
VAL MANAGEMENT COMPANY, INC., a Maryland
corporation
METROPOLITAN MORTGAGE BANKERS, INC., a Maryland
corporation
ALEKSANDRS V. LAURINS
JAMES G. NORMAN
CHARLENE BADEN
CAROL A. TOMPKINS, a/k/a Carol Jenkins
WAYNE A. CHASEN
REAL ESTATE EQUITY MANAGEMENT, INC., a Maryland
corporation, general partner of Co-vup Mortgage Investors L/P,
a Maryland limited partnership
SCENIC TRAVEL, INC., a Nevada corporation, a general partner
of 2720 Limited Partnership, a limited partnership
REAL DEVELOPMENT MANAGEMENT, INC., a Nevada
corporation
CONFERENCE MANAGEMENT GROUP, INC., a Nevada
corporation, a general partner of 2720 Limited Partnership, a
limited partnership
SECURITY NATIONAL BANK, a District of Columbia
corporation
Defendants
Appendix 2
MEMORANDUM OPINION
Findings of Fact and Conclusions of Law
This is an action by a District of Columbia cooperative
housing association and by individual plaintiffs who are members
of the cooperative against certain individuals who were formerly
officers and/or directors of plaintiff-cooperative and various
entities controlled by these defendants, each of whom had dealings
with the cooperative and its members. Such dealings cover the
period of time in which the real property involved was acquired
and sold to the cooperative, the promotion of the cooperative
and the sale of certain of its units and also the management and
control of the cooperative from its inception to the present date.
The Complaint (amended) is a multiple count pleading setting
forth alleged causes of action for declaratory judgments,
accounting, breach of contract, breach of fiduciary duty and unjust
enrichment, injunctive relief and fraud and deceit. The defendants
have denied the existence of any valid causes of action and filed
multiple counterclaims seeking to recover for damages to
reputation, for tortious interference with business contracts, for
,debts due under two notes and for loss of profits and lastly for
*attorney’s fees under terms of certain of the documents executed
’ by the parties. The defendants also seek to recover damages against
‘one of the individual plaintiffs for her alleged breach of
employment contract and/or her negligent performance of her
employment duties.
This litigation was commenced on the 18th day of March,
1976 and shc-tly thereafter the parties appeared before the court
for a hearing on a preliminary injunction. Thereafter, the case
was placed on a Civil-I calendar and assigned to the Honorable
James Belson, who handled all matters thereafter arising until
i tue
3la
Appendix 2
the 11th day of April, 1978, when the case was certified for trial
to this court (order of Chief Judge Greene). The matters, pretrial,
were numerous. The complexity of the litigation was such that
Judge Belson, in an effort to assist the parties and counsel, made
certain rulings, in limine.
On the morning of the date of trial, April 17, 1978, the parties
announced their withdrawal of a jury demand and the case then
proceeded to trial as a non-jury trial. The trial consumed twelve
days, in which the court heard testimony of thirty-five witnesses
(three by deposition) and received in evidence over 1200 exhibits.
Obviously the withdrawal of the jury demand was in part
an effort to cut down on the time required for trial (estimated
at 5-6 weeks) and the same subject afforded the basis for the court
ordering, pretrial that the issues of liability and damages would
be bifurcated. Consequently, with the first phase of the trial
concluded and counsel now having had the opportunity to submit
proposed Findings of Fact and Conclusions of Law, the court
addresses the determination of issues of liability on the Complaint
and Counterclaims.
The substantial majority of plaintiff-purchasers were well
educated persons of means who were gainfully employed at the
time of purchase. Of the 25 individual plaintiffs, 3 are lawyers,
2 hold PhD degrees, 6 hold Masters degrees. Of the individual
plaintiffs, only 3 have not had some college education or some
formal education beyond high school and of those, Mrs. Bell and
Mrs. Scott have had significaut experience in real estate and/or
financial matters.
A substantial number of the plaintiff-purchasers had other
investments in real property at the time of purchase, including
32a
Appendix 2
Mr. Coler, Mr. Hassan, Mr. Rogers and Mrs. Scott, who owned
interests in other condominiums and/or cooperatives.
Some plaintiff-purchasers looked at condominiums in the area
prior to purchase.
All plaintiff-purchasers visited the subject property at least
once before signing their Cooperative Apartment Sales
Agreements.
Some plaintiffs sought the advice of legal counsel in
connection with their purchases.
The defendant Laurins is first a lawyer and also a shrewd
and experienced businessman quite at home in negotiating and
transacting business through multicorporation type transactions.
Norman is a lawyer but his experience is no match for that of
Laurins and though in certain areas it was obvious that he
participated in discussions and even lent advice and was the author
of the wrap-around deed of trust, his role was minor to that of
Laurins. The remaining individual defendants were employees of
Laurins who recognized that to be their status and obviously had
no concept of their functions as officers and/or members of the
Board of Directors of the corporate entities involved in dealings
with or on behalf of a cooperative.
Just prior to trial, the parties, through their counsel, agreed
upon and executed a “‘Joint Statement of Undisputed Facts”” which
is marked as Exhibit-A to this memorandum opinion and attached
hereto as a part of same.
At several stages prior to trial, the Honorable James Belson
entered in limine rulings. Such rulings are marked as Exhibits
33a
Appendix 2
B and C and are attached. This court tréats these as if the law
of the case and thus proposes to follow the same with a single
exception and that being in the instance of the treatment of the
elements of and defense to the tort of interference with the
contractual rights of the defendants as asserted in one of the
counterclaims. As to that claim, this court is of the view that
‘a more recent decision of the District of Columbia Court of
Appeals clarified the law and permits plaintiffs, in opposing the
counterclaim, to assert that the actions taken were justified and/or
privileged.
On November 13, 1976, A.V. Laurins & Co., Inc. executed
a Corporations Act of the District of Columbia in December of
1974 since its Certificate of Incorporation was not issued until
the 6th of January, 1975. Robertson v. Levy, 197 A.2d 443
(DCCA, 1964). Plaintiffs have urged that since Associates did
not exist as a corporation at the time of executing the Deed of
Trust, the Assignment Agreement and the $100,000.00 promissory
note, each is void. Defendants have countered that following its
formal incorporation, Associates adopted and approved all prior
acts of the organizers and agents of the corporation. They point
out that a contract entered into by a promoter in the name of
or on behalf of a corporation prior to issuance of its Certificate
of Incorporation can be adopted by the corporation after it comes
into existence. Real Estate Central, Inc. v. Kramer, 254 M. 290,
255 A.2d 81 (1969); Rosenberg v. Roiling Inn, Inc., 212 Md. $52,
129 A.2d 924 (1957); 1 Fletcher, Cyclopedia of Corporatiors, 207,
208, 214. Moreover, the corporation’s adoption of such a contract
may be express or it may be implied from the corporation’s
acceptance of the benefits and its fulfillment of the burdens of
the contract. Rosenberg v. Rolling Inn, Inc., supra. The court
finds from the facts that Associates has impliedly adopted the
acts prior to its incorporation; it has accepted the benefits
ake
Ada
Appendix 2
therefrom and substantially complied with its burdens. The case
of Accurate Construction Co. v. Washington, 378 A.2d 681 D.C.
App., 1977), cited by the plaintiffs is inapplicable and
distinguishable on its facts. Hence, the obligations of Cooperative,
entered into prior to Associates’ incorporation, are binding to
the extent they have not been modified by the court herein. The
cou:t also finds that Cooperative itself has impliedly adopted the
acts of December 6, 1974, having accepted the benefits and fulfilled
the burdens of its contracts and its Board of Directors now being
properly constituted under Title 29, D.C. Code, §813, et seq.
With respect to the adoption of Associates, however, the court
finds that Associates has failed to fully perform two of its
contractual obligations. The language of one of the agreements
dated December 6, 1974 (D’s 11) is: “Cooperative agrees to assign
to Associates all right, title and ownership to the said Mutual
Ownership Contracts representing 100% ownership for the sole
purpose of Associates selling these contracts to others who may
wish to buy them.’’ (Emphasis added). In the individual mutual
ownership contracts, it is provided: ‘“‘The Association
acknowledges that the membership of Wisconsin Avenue
Associates, Inc. is only for the convenience of the transfer of
this mutual ownership contract to an owner for occupancy by
way of sale or lease option . . .”” (Emphasis added). The court
finds that Associates has failed to fully perform its duties under
the agreement to convey all of the units at 2720 Wisconsin Avenue
for the benefit of Cooperative. Rather, since the instigation of
this litigation, Associates has maintained the unsold units ‘or every
purpose but that which is specified by the agreement. The primary
objective undoubtedly has been to wield leverage over the
plaintiffs, which in and of itself is not untenable. But, by a series
of acts which have demonstrated a blatant disregard for the Rules
and Regulations, as well as the maintenance of the property,
35a
Appendix 2
Associates has caused turmoil in the building. The court therefore
enjoins Associates and thereby orders it to cease and desist any
and all efforts to sell or lease the remaining unsold units. The
court further finds from the uncontradicted evidence that
Associates failed to fully perform its obligations as warranted
by an “‘apartment preparation”’ sheet (D’s 33). The court accepts
plaintiffs’ Attachment B to their Proposed Findings of Fact, which
is a list of the work not performed, as the extent of liability on
this issue, subject to proof of damages.
The court is not persuaded that the plaintiffs’ evidence has
risen to the level of proving fraud in this case. Fraud requires
proof of misrepresentation of a material fact made with knowledge
of its falsity and with intent to deceive. Quoting from Post v.
U.S., a case heavily relied upon by plaintiffs: ‘‘Mere breach of
fiduciary obligation does not itself constitute active fraud; there
must be a specific intent to defraud.’’ 132 U.S. App. 189 at 199
(1968). While the court has found a breach of fiduciary duty,
it cannot conclude that there was a specific intent to defraud on
the part of the defendants.
Plaintiffs also seek an award of attorneys’ fees for prevailing
in this action. Such an award, while an exception to the general
American rule that each party to an action must bear his own
costs, can be awarded where the action involves: a) a breach of
fiduciary duty, b) mismanagement by a trustee, c) the taking of
secret profits, d) overriding considerations of justice that compel
it, or e) activity that justifies an award of attorneys’ fees by way
of punitive damages. See Wolff v. Calla, 288 F. Supp. 891 (E.D.
Pa. 1960); Wilmington Trust Co. v. Coulter, Del., Ch., 208 A.2d
677 (1965); In Re Bausch’s Estate, 208 App. Div. 482, 115 N.Y.S.
2d 278 (1952); Fleischman Distilling Corp. v. Maier Brewing Co.,
386 U.S. 714 (1967); Alyeska Pipeline Service Co. v. Wilderness
36a
Appendix 2
Society, 421 U.S. 240 (1975). The courts of the District of
Colu mbia recently recognized the appropriateness of an award
of attorneys’ fees to prevailing litigants in Belmar Realty Co. v.
Bownan, 106 Wash. L. Rptr., p. 673 (D.C. Sup. Ct., Feb. 24,
1978). There the court acknowledged the numerous cases of this
jurisdiction allowing fees as an exception to the general rule, ¢.g.,
1901 Wyoming Avenue Cooperative Ass'n. v. Lee, 345 A.2d 456
(D.C.C.A. 1975); F.W. Berens Sales Co., Inc. v. McKinney, 310
A.2d 601 (D.C.C.A. 1973); and Continental Insurance Co. v.
Lynham, 293 A.2d 481 (D.C.A. 1972). In 1901 Wyoming Avenue
Cooperative Ass’n., supra, the court stated, at 464-465:
“There are, of course, exceptions. The
relevant ones in this action are that where a party
brings or maintains an unfounded suit or withholds
action to which the opposing party is patently
entitled, as by virtue of a judgment or because of
a fiduciary relationship, and does so in bad faith,
vexatiously, wantonly, or for oppressive reasons,
reasonable attorneys’ fees may be allowed. F.W.
Berens Sales Co. v. McKinney, 310 A.21 at 603.”
(Emphasis added).
$100,000.00 and $5,700.00 notes. The court has dealt with and
modified these obligations of Cooperative above and thus, as to
these counterclaims the court finds in favor of the defendants,
subject to proof of specific amounts of entitlement and recovery
pursuant to this decision.
Thus, as to Counterclaim I, tortious interference with
contract, Counterclaim III, damage to reputation and
Pers
37a
Appendix 2
Counterclaims X and XI, for breach of contract and negligent
performance, the court finds that defendants have failed to
establish by a fair preponderance of the evidence their entitlement
to recover and thus the court’s verdict is in favor of the plaintiffs.
As a measure of equitable relief as to which plaintiffs have
established their entitlement, the court hereby enjoins the
defendants, each and all of them, from performing any act
designed to accomplish the sale or further leasing of the eleven
(11) unsold units pending final adjudication of this case.
June 27, 1978
William E. Stewart, Jr.
Judge
ce: Richard A. Hibey, Esq.
Robert B. Wallace, Esq.
Attorneys for Plaintiffs
Glenn D. Simpson, Esq.
Attorney for Defendants
* Bate be)’
age f ,
38a
APPENDIX 3 — EXCERPTS FROM D.C. SUPERIOR COURT
OPINION (DAMAGES) DATED DECEMBER 18, 1978
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Action No. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., a corporation organized under the Cooperative Associations
Law of the District of Columbia
DAVID C. SPRIGGS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and President of 2720 Wisconsin Avenue Cooperative
Association, Inc.
H. JAMES ZELLERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Vice President of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOHN BRIAN DALY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Secretary of 2720 Wisconsin Avenue Cooperative
Association, Inc.
PETER C. WOODFORD, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Assistant Secretary of 2720 Wisconsin Avenue
Cooperative Association, Inc.
STEPHEN L. WILKINS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Treasurer of 2720 Wisconsin Avenue Cooperative
Association, Inc.
dae Fh
39a
Appemiix 3
ABBAS ABUTAA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MICHAEL P. ARRA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
ANGELO L. BARDINE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
PAULA B. BELL, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
C.M. BROUTSAS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
THOMAS E. COLER, JR., Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
G. DAVID CRANE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CECILE de ROCHEFORT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
GERALDINE GARRITY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JAMES C. HASSAN, Member of 2720 Wisconsin Avenue
Cooperative Association, inc.
RONALD L. HAYES, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
ak
: 2a
ey
da
Appendix 3
SACHIKO KAWAGUCHI, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MARGARET MCMANUS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CATHERINE G. MORAN, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CHRISTIE S. ROGERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VIVIANE RUSSELL, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VERDELIA F. SCOTT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOYCE K. TURNER, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
L.J. WELLS, Member of 2720 Wisconsin Avenue Cooperative
Association, Inc.
WILLIAM L. WOLF, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
Plaintiffs
v.
WISCONSIN AVENUE ASSOCIATES, INC., a District of
Columbia Corporation
-4
4la
Appendix 3
VAL MANAGEMENT COMPANY, INC., a Maryland
corporation
METROPOLITAN MORTGAGE BANKERS, INC., a Maryland
corporation
ALEKSANDRS V. LAURINS
JAMES G. NORMAN
CHARLENE BADEN
CAROL A. TOMPKINS, a/k/a Carol Jenkins
WAYNE A. CHASEN
REAL ESTATE EQUITY MANAGEMENT, INC., a Maryland
corporation, general partner of Co-op Mortgage Investors L/P,
a Maryland limited partnership
SCENIC TRAVEL, INC., a Nevada corporation, a general partner
of 2720 Limited Partnership, a limited partnership
REAL DEVELOPMENT MANAGEMENT, INC., a Nevada
corporation
CONFERENCE MANAGEMENT GROUP, INC., a Nevada
corporation, a general partner of 2720 Limited Partnership, a
limited partnership
SECURITY NATIONAL BANK, a District of Columbia
corporation
Defendants
a
These units are now occupied, however, under lease-options.
Thus, facially, defendant Associates has performed fully its
contractual obligations to transfer by sale or lease-option all of
the units in the building. However, a closer look at the transactions
leads the court to conclude that Associates’ conduct, acting
through its agents and officers whe were also officers and thus
fiduciaries of plaintiff Cooperative, breached not only contractual
obligations but fiduciary obligations as well as to the eight unsold
units and three units purchased by defendant Laurins.*‘
Article 3, Section 4, of the by-laws of plaintiff Cooperative
and paragraph 9 of the Mutual Ownership Contract make it
abundantly clear that before any unit can be sold or lease-optioned, _
an application for such action must be approved by the
Cooperative. For the eleven units mentioned above, consent was
not obtained. In fact, the transactions were explicitly objected
to by plaintiff Cooperative. This restriction on the sale or lease
of the units is essential to the efficient operation of any cooperative
because of its unique financial arrangement. The failure to obtain
the consent is thus a clear and material breach of contractual duty.’
4. One of the units purchased by defendant Laurins was transferred in
the name of his daughter, Kimberly Ann Laurins. Because this method was
used, at least in part, to avoid the District of Cvlumbia rental regulations, the
purchase of this unit will be treated in a similar fashion to that of the two
units purchased by defendant Laurins in his own name for purposes of awarding
equitabie relief.
5. Although no specific allegations are made in plaintiffs’ Amended
Complaint under the contract breach theory, the court will permit the relief
to conform to the evidence presented during the trial. SCR - Civil Rule 54(c).
43a
Appendix 3
Furthermore, because the officers of defendant Associates were
also officers of plaintiff Cooperative, they held the fiduciary
obligation to deal fairly with Cooperative. Thus, their failure to
obtain consent was a fiduciary breach as well. Although it is
uncontested that all of the questioned transactions took place at
a point in time which was after defendants were voted out of
office of the Cooperative, it cannot be concluded, in this context,
that their fiduciary obligations ceased at that point. It is abundantly
clear that the interlocking directorate arrangement between
Cooperative and Associates was the main reason that the Mutual
Ownership Contract was negotiated in the first place. In essence,
Associates received an opportunity to make substantial profits
as the result of the interlocking directorate situation, thus it is
totally inequitable to conclude that Associates can use the
advantageous position obtained while its officers were fiduciaries
to plaintiffs over the rightful objection of plaintiffs, even though
they no longer held office in the Cooperative.
In fashioning a remedy, the court will rescind the rights and
obligations conferred upon the parties by the Mutual Ownership
Contract as to each of the eleven units involved. The court is
not of the view, as defendants contend, that it must rescind the
sale of all of the units in the building. This is not the situation
in which a party seeks to partially rescind an indivisible contract.
See Ward v. Deavers, 92 U.S. App.D.C. 167, 170, 203 F.2d 72
(1953). Although the transfer of titles to Associates involved a
single agreement between the parties, the sale of each individual
unit involved a clearly divisible portion of the total performance
required of Associates. Furthermore, defendants’ theory, even
if correct in the contract breach context, does not put in question
the court’s authority to fashion this type of equitable relief in
the fiduciary breach context.
daa
Appendix 3
To accomplish the rescission, the court will impose the
following formula: 1) defendant Associates will not be obligated
to pay any outstanding ma‘~tenance fees for the eleven units
involved, 2) defendant Associates will receive a credit for all
maintenance fees actually paid for the eleven units involved, 3)
defendant Associates will pay over to Cooperative all monies
received (rent aad option payments) from the eight unsold units,
4) defendant Associates will pay a reasonable rental value to
Cooperative for the three units purchased by Laurins* and 5) title
to the eleven units will be transferred back to Cooperative. This
formula is imposed so as to protect the interest of third parties
holding lease-options* and to return the parties to that position
they would have held had there never been a Mutual Ownership
Contract as to the eleven units. The court will give the parties
30 days to arrive at a monetary figure under the formula above
by consent, otherwise, the matter will be referred to the
Auditor-Master. :
IV. Punitive Damages.
Plaintiffs also seek an award of punitive damages on the issues
in which the court has found bad faith or oppressive conduct
on the part of defendants. First Nat’l. Realty Co. v. Weathers,
D.C.App., 154 A.2d 548, 550 (1959), Brown v. Coates, 102
U.S.App.D.C. 300, 303-05, 253 F.2d 36, 39-40 (1958). The court
in Brown, (id.), discussed the appropriateness of a punitive award
* Defendant Associates and/or Laurins will also receive credit for monies,
if any paid for their proportionate share obligations under the $945,000.00 sote
for the 11 units involved.
6. Plaintiffs’ counsel conceded in oral argument that they do not seek to
dispossess any current tenants or affect their ability to exercise their lease-options.
45a
Appendix 3
in a case very similar to the instant action. In Brown, the defendant
stood in a fiduciary relationship to plaintiffs and engaged in
conduct which breached his fiduciary duty with the intention of
reaping secret profits from plaintiffs. The court first noted the
**broad public interest’’ in the performance of fiduciary duties
and then concluded that, even though common law fraud had
not been proven, that defendant’s conduct was sufficiently culpable
to sustain a punitive award. The court placed emphasis on the
willfulness ofthe * * * conduct and the societal interest in
deterring similar conduct. * * * First Nat'l. Realty Co. v.
Weathers, supra, 154 A.2d at 550 (tak-.. .
allie al
dna
APPENDIX 4 — ORDER OF D.C. SUPERIOR COURT
DATED JANUARY 19, 1979 AMENDING ORDER DATED
DECEMBER 18, 1978
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Action No. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., a corporation, et al
v.
WISCONSIN AVENUE ASSOCIATES, INC., A District of
Columbia Corporation, et al,
Defendants
ORDER AMENDING MEMORANDUM OPINION AND
ORDER OF REFERENCE TO AUDITOR-MASTER
The Court, sua sponte, pursuant to SCR-Civil Rule 60(a),
hereby amends the following portions of its Memorandum Opinion
dated December 18, 1978 to reflect a change in the number of
unsold units in the cooperative complex from eight to nine and
the number of units sold to Defendant Laurins from three to two:
1) p-9, line 30;
2) p-10, line 8; n-4, line 5;
3) p-12, line 2, 3;
4) p. 15, n. 8, line 2;
5) p-21, line 22, 23.
—
=
47a
Appendix 4
The nine unsoid units involved are units numbered 103, 104,
106, 107, 204, 207, 501, 703, 805. The two units purportedly sold
to Defendant Laurins include unit 302 sold to Defendant Laurins
in his own name and unit 801/802 sold to Defendant Laurins
and placed in his daughter’s name.
And it is further ordered, pursuant to SCR-Civil Rule 53,
that this matter be and hereby is referred to the Auditor-Master
of this Court to conduct proceedings in accordance with the
Court’s Memorandum Opinion of December 18, 1978 as amended.
(See pages 11, 12 and 21 of Memorandum Opinion in particular)
and to furnish to the Court the report of the Auditor-Master within
ninety (90) days of the date of this Order.
January 19, 1979 William E. Stewart, Jr.
Judge
7
48a
APPENDIX 5 — EXCERPTS FROM D.C. SUPERIOR COURT
MEMORANDUM OPINION, ORDER AND FINAL
JUDGMENTS DATED APRIL 27, 1979
SUPERIOR COURT OF DISTRICT OF COLUMBIA
Civil Action No. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., a corporation organized under the Cooperative Associations
Law of the District of Columbia
DAVID C. SPRIGGS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and President of 2720 Wisconsin Avenue Cooperative
Association, Inc.
H. JAMES ZELLERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Vice President of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOHN BRIAN DALY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Secretary of 2720 Wisconsin Avenue Cooperative
Association, Inc.
PETER C. WOODFORD, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Assistant Secretary of 2720 Wisconsin Avenue
Cooperative Association, Inc.
STEPHEN L. WILKINS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc. and as a member of the Board of
Directors and Treasurer of 2720 Wisconsin Avenue Cooperative
Association, Inc.
49a
Appendix $
ABBAS ABUTAA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MICHAEL P. ARRA, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
ANGELO L. BARDINE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
PAULA B. BELL, Member of 2720 Wisconsin Avenue
C.M. BROUTSAS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
THOMAS E. COLER, JR., Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
G. DAVID CRANE, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CECILE de ROCHEFORT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
GERALDINE GARRITY, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JAMES C. HASSAN, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
RONALD L. HAYES, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
50a
Appendix 5
SACHIKO KAWAGUCHI, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
MARGARET MCMANUS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CATHERINE G. MORAN, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
CHRISTIE S. ROGERS, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VIVIANE RUSSELL, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
VERDELIA F. SCOTT, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
JOYCE K. TURNER, Member of 2720 Wisconsin Avenue
Cooperative Asso. ation, Inc.
L.J. WELLS, Member cf 2720 Wisconsin Avenue Coo verative
Association, Inc.
WILLIAM L. WOLF, Member of 2720 Wisconsin Avenue
Cooperative Association, Inc.
Plaintiffs
v.
WISCONSIN AVENUE ASSUCIATES, INC., a District of
Columbia Corporation
: ) i ae
Sila
Appendix 5
VAL MANAGEMENT COMPANY, INC., a Maryland
corporation
METROPOLITAN MORTGAGE BANKERS, INC., a Maryland
corporation
ALEKSANDRS V. LAURINS
JAMES G. NORMAN
CHARLENE BADEN
CAROL A. TOMPKINS, a/k/a Carol Jenkins
WAYNE A. CHASEN
REAL ESTATE EQUITY MANAGEMENT, INC., a Maryland
corporation, general partner of Co-op Mortgage Investors L/P,
a Maryland limited partnership
SCENIC TRAVEL, INC., a Nevada corporation, a general partner
of 2720 Limited Partnership, a limited partnership
REAL DEVELOPMENT MANAGEMENT, INC., a Nevada
corporation
CONFERENCE MANAGEMENT GROUP, INC., a Nevada
corporation, a general partner of 2720 Limited Partnership, a
limited partnership
SECURITY NATIONAL BANK, a District of Columbia
corporation
Defendants
» weeks
52a
Appendix 5
MEMORANDUM OPINION
ORDER
AND
FINAL JUDGMENTS
_ This court has previously filed Memorandum Opinions dated
June 27, 1978 and December 18, 1978 following bifurcated trials
of the instant case. The former Opinion treated the subject of
liability and later the issues of damages, leaving for resolution
the final amounts of judgments dependent upon an accounting
to be suppled by stipulation of the parties or, failing in that, by
reference to the Auditor-Master of the court.
When the stipulation was not forthcoming within the allotted
30-day period, this court filed its Order of January 19, 1979
amending Memorandum Opinion of December 18, 1978 and
referring this matter to the Auditor-Master of the court to conduct
proceedings in accordance with the court’s Memorandum Opinion
of December 18, 1978 and to furnish a report to the court within
90 days.
Though the Auditor-Master promptly proceeded to schedule
hearings the same were delayed by reason of the fact that the
defendant, Wisconsin Avenue Associates, Inc., filed, on January
23, 1979, a petition in the United States District Court Bankruptcy
No. 79-00012, under Chapter XI of the Bankruptcy Act and also
filed in this court a Suggestion of Lack of Jurisdiction to Proceed
against defendant, Wisconsin Avenu~ Associates, contending that
the filing of the petiton in the Bankruptcy Court effected an
automatic stay upon further proceedings in this court. The
plaintiffs countered by filing, under date of February 16, 1979,
a Motion for Entry of Judgment pursuant to Rule 54(b) of the
Civil Rules of the Superior Court. On March 27, 1979 the
Honorable Roger M. Whelan, Bankruptcy Judge, United States
53a
Appendix 5
District Court for the District of Columbia, found that the petition
of Wisconsin Avenue Associates, Inc. under Chapter XI of the
Bankruptcy Act was not filed in good faith and dismissed the
case. (Copy of said Order and Memorandum of Law is attached
as Exhibit-A). Under date of March 29, 1979, this court denied
the motion of the plaintiffs for Entry of Judgment (pursuant to
Rule 54(b).
The report of the Auditor-Master was filed on April 16, 1979
but it was hand delivered to counsel on April 13, 1979 at the time
of their execution of a stipulation attached to the report and
forming a part thereof. (Attached as Exhibit-B).
The report of the Auditor-Master is accepted and approved.
In executing the stipulation made a part of the Auditor-
Master’s report, the parties agreed to submit the following
questions to the court:
(a) Q. Whether defendant may claim a credit for
advertising expense, repairs, renovation and overhead, among
other things, in connection with the actual leasing, care and
supervision of the apartment units in question. Defendant claims
the amount of such expenses is $57,000 or thereabouts.
A. No, see pages 20, 21, Memorandum Opinion of
December 18, 1978.
(>) Q. Whether defendant is entitled to a credit for
principal and interest payments made on a second mortgage to
The Gold Depository and Loan Company, Inc. Defendant claims
this mortgage was made to secure borrowings upon the respective
units in question on October 6, 1976 and the total of principal
and interest payments amounts to $28,749.90.
r
S4a
Appendix 5
A. No. This claim was not even litigated.
(c) Q. Whether defendant is obligated to pay the
*“*reasonable rental value’’ upon apartment unit 801/802 for the
period from January 1, 1978 to the present day.
A. The defendants, in effect, elaborate upon this
question in a pleading filed April 20, 1979 entitled Defendants’
Request for Further Clarification of the Court’s Formula for
Recission, where it is stated in part:
“Whether, in regard to apartment 801/802,
defendant is obligated to make an accounting for
the period from January 1, 1978 to present date,
where it appears that no monies were reccived by
defendant during the said period, and the tenant,
one Marjorie Jawish, has refused to pay any rental
whatsoever, contending that title to the premises
has been transferred from Kimberly A. Laurins
to 2720 Wisconsin Avenue Cooperative
Association, Inc., and citing in support thereof this
Court’s Memorandum Opinion of December 18,
1978. (See copy of complaint filed in D.C. Superior
Court against Mrs. Jawish, and her Motion for
Summary Judgment, attached hereto).’’
The Memorandum Opinion of this court, dated December 18,
1978 (Pgs. 11, 12) as amended by the Memorandum Opinion of
January 19, 1979, clearly reflects the obligation of defendants
to pay the reasonable rental value of 801/802 to the Cooperative.
The lease to Jawish, its aftermath and status during the period
in question is irrelevant to the obligation as found by the court
of the defendants to the Cooperative.
55a
Appendix 5
(dq) Q. Whether defendants Wisconsin Avenue Associates,
Inc. and/or A.V. Laurins are obligated to pay the “‘reasonable
rental value’”’ of apartment unit 805 during the period of the latter’s
occupancy as aforesaid. The Court’s formula for rescission (P.
12 of Damage Opinion) does not include unit 805 among those
designated for payment of reasonable rental value.
A. Yes; see stipulation as to occupancy and as this
is implied under the formula for rescission.
THEREFORE, in accordance with the several Memorandum
Opinions of the court dated June 27, 1978, December 18, 1978
and January 19, 1979 and this Memorandum Opinion, it is by
the court this 27th day of April, 1979 hereby adjudged, ordered
and decreed as follows:
JUDGMENTS
‘tis HEREBY ADJUDGED, ORDERED AND DECREED
THAT pursuant to SCR Civil Rule 54(a) as to:
(bo) The plaintiffs recover of the defendants Laurins,
Norman, Wisconsin Avenue Associates, Inc. and VAL
Management Company, Inc. punitive damages in the
amount of $12,500 ($500.00 per pilaintiff-purchaser, 25
plaintiff-purchasers), with interest thereon at the rate
provided by District of Columbia law.
10. Count X, the Court having found in favor of the
defendants, judgment is hereby entered in favor of
defendants.
S6a
Appendix 5
11. Count XI, the Court having found in favor of the
defendants, judgment is hereby entered in favor of the
defendants.
12. Count XII was dismissed and judgment is herein
entered in favor of the defendants.
It is FURTHER ORDERED, ADJUDGED AND DECREED
THAT
13. Plaintiffs recover of defendants Laurins, Norman,
Wisconsin Avenue . Associates, Inc., Metropolitan
Mortgage Bankers, Inc., Real Estate Equity Management,
Inc., Conference Management Group, Inc., Scenic Travel,
Inc., Real Development Management, Inc. and VAL
Management Company, Inc., $124,245.16 in attorneys’
fees and $9,974.48 in general costs, with interest thereon
at the rate provided by District of Columbia law.
It is FURTHER ORDERED, ADJUDGED AND DECREED
THAT
14. The rights and obligations conferred upon the parties
by the Mutual Ownership Contracts and by any other
underlying agreement, including and especially the
Assignment of Purchase Agreement dated December 6,
1974 (Plaintiffs’ Trial Exhibit 25), as to Units 103, 104,
106, 107, 204, 207, 501, 703, 805, 302 and 801/802 are
rescinded, with complete right, title and interest in those
units vesting only in 2720 Wisconsin Avenue Cooperative
Association, Inc. The Court accepts the report of the
57a
Appendix 5
Auditor-Master and incorporates it by reference into this
judgment;’ and
It is FURTHER ORDERED, ADJUDGED AND DECREED
THAT
15. Defendants, each and all of them, their agents,
employees, relatives, attorneys, and assigns, and all those
in active concert and participation with them be and hereby
are enjoined permanently from performing any act
designed to accomplish the sale or further leasing of Units
103, 104, 106, 107, 204, 501, 703, 805, 302 and 801/802;
except that defendants, each and all of them, their
employees, relatives, attorneys and assigns and all those
in active concert and participation with them shall, if
requested by plaintiff Cooperative Association, execute
such documents, including, but not limited to, deeds,
certificates of stock, assignment of leases or any other
document required by plaintiff Cooperative Association
to vest in it all rights and title in the units described,
consistent with this opinion.
2. Pur-..=* to a Stipulation of the parties and the Court’s Orders of
December 18, 1978 and January 19, 1979, the Auditor-Master deiermined that
$131,195.25 was expended by defendant Wisconsin Avenue Associates, Inc. in
mortgage and maintenance payments and that plaintiffs were entitled to
$104,269.00 in actual rents received by defendant and $20,595.00 as the fair
rental value for apartments 302 and 801/802. In addition, the Court has awarded
$3,200.00 to plaintiffs as the amount of rental owed by Mr. Laurins for the
period of time that he occupied Apartment 805 and did not pay rent. The net
amount of $3,131.21 owed by plaintiffs to defendant Wisconsin Avenue
Associates, Inc. may be set off against the monies owed by defendant Wisconsin
Avenue Associates, Inc. to plaintiffs as set forth in Paragraph 13, supra.
‘ee eae ee
a4 yl
rer
58a
Appendix 5 |
It is FURTHER ORDERED, ADJUDGED AND DECREED
THAT
Plaintiffs’ request for an award of costs in excess of those
costs awarded in Paragraph 13, supra, are denied.
It is FURTHER ORDERED, ADJUDGED AND DECREED
THAT
16. Defer.dants’ counterclaim for recovery on the
$100,000.00 note resulted in a verdict for the plaintiffs
and judgment in favor of plaintiffs is hereby entered.
17. On defendants’ quantum meruit counterclaim, the
Court entered its verdict in favor of defendant Associates
in the total amount of $30,700.00, which consists of
$21,334.10 in renovation costs and $9,365.90 in closing
costs and rejected all other quantum meruit claims. The
Court, therefore enters judgment in favor of defendant
Associates in the amount of $30,700.00 against plaintiff
Cooperative Association. Said judgment is to operate as
an offset against the award to plaintiff Cooperative
Association set forth in Paragraph 6(c). . . .
APPENDIX 6 — ASSIGNMENT AGREEMENTS DATED
DECEMBER 6, 1974, FROM COOPERATIVE ASSOCIATES;
AND FROM ASSOCIATES TO COOPERATIVE
AGREEMENT
WHEREAS, 2720 Wisconsin Avenue Cooperative
Association, Inc. (Cooperative) desires to acquire the property
and improvements located at 2720 Wisconsin Avenue, N.W., .
Washington, D.C. (the Property) for the purpose of converting
said Property to a cooperative form of ownershi,; and
WHEREAS, Wisconsin Avenue Associates, Inc. (Associates)
has obtained the right to acquire fee simple title to the Property;
and
WHEREAS, Cooperative desires to convert the said Property
to a cooperative form of ownership by arranging for the sale of
Mutual Ownership Contracts issued by Cooperative to purchasers
interested in a cooperative form of living;
NOW THEREFORE, Cooperative agrees to assign to
Associates all right, titles and ownership to the said Mutual
Ownership Contracts representing 100% ownership of Cooperative
for the sole purpose of Associates selling these contracts to others
who may wish to buy then subject, however, to the following
terms and conditions:
1. Associates shall arrange for Cooperative to obtain title
to the Property pursuant to an Assignment of a Purchase
Agreement on the subject Property, said Assignment Agreement
to be entered into Concurrently herewith.
2. Associates shall be entitled to no fee from Cooperative
for its services other than the assignment of the Mutual Ownership
Contracts previously described.
Appendix 6
3. Associates shall be totally and completely responsible for
all costs involved in promoting, selling, advertising, transferring
title, repair and/or renovation of the interior of any dwelling unit
or any other cost it may incur in the sale of the Mutual Ownership
Contracts.
4. Associates shall not be required to repair or renovate any
dwelling unit except to the extent it, in its absolute discretion,
may deem advisable to facilitate sale of the Mutual Ownership
Contracts.
$. Cooperative agrees to maintain al] common areas and
facilities in good condition and working order at all times and
give Associates access to the Property at all times for any
reasonable purpose and to allow Associates to maintain a sales
office, if desired, on the premises and to post whatever signs
deemed desirable by Associates to promote sales.
This Agreement made this 6th day of December, 1974.
ATTEST: 2720 WISCONSIN AVENUE
COOPERATIVE ASSOCIATION,
INC.
s/ Charlene Baden s/ A. ¥.Laurins
Secretary President
ATTEST: WISCONSIN AVENUE
ASSOCIATES, INC.
s/ Carol Tompkins s/ James G. Norman
Secretary President
Appendix 6
ASSIGNMENT OF PURCHASE AGREEMENT
to
2720 Wisconsin Avenue, N.W., Washington, D.C.
WHEREAS, Wisconsin Avenue Associates, Inc. (Associates)
has acquired the right to obtain title to the property known as
2720 Wisconsin Avenue, N.W., Washington, D.C. (the Property);
and
WHEREAS, 2720 Wisconsin Avenue Cooperative
Association, Inc. (Cooperative) desires to purchase the Property
and convert it to a cooperative form of ownership;
NOW THEREFORE, in exchange for Cooperative executing
a wrap-around mortgage in the amount of $945,000, secured by
the Property, in favor of Associates and Cooperative further
agreeing to give Associates an exclusive agency to develop the
Property as a cooperative on terms to be mutually agreed upon
between the parties, Associates hereby agrees to assign its right
to obtain fee simple title in the Property to Cooperative under
the following terms and conditions:
1. Associates shall advance all cash required by Cooperative
to enable it to acquire title to the Property. Cooperative shall
repay all monies advanced by Associates over a period of twenty-
three (23) years from date of settlement with no interest or principal
payable the first year, interest only for the second and third years
at the rate of 8.5% per annum, and principal and interest payments
thereafter at 8.5% per annum until the principal amount has been
repaid in full.
2. Simultaneously with closing title to the Property,
Cooperative shall execute the wrap-around mortgage referred to
herein on a form to be supplied by Associates.
Appendix 6
3. Associates shall retain equitable title to the Property until
Cooperative has assigned all mutual ownership contracts
representing 100 percent ownership in Cooperative to Assc -iates.
It is understood that this Assignment is for the purpose of seiling
these mutual ownership contracts in Cooperative to persons
interested in the cooperative form of home ownership. |
~~ | _. ) = ae a ae “~ rake
i” } "
ei
©
;
Fa
Pr?
This AGREEMENT made this 6th day of December 1974.
ATTEST: 2720 WISCONSIN AVENUE
COOPERATIVE ASSOCIATION,
INC.
s/ Charlene Baden s/ A. V. Laurins
Secretary President
ATTEST: WISCONSIN AVENUE
ASSOCIATES, INC.
s/ Carol Tomkins 8s/ James G. Norman
Secretary President
63a
APPENDIX 7 — LETTERS DATED JULY 10, 1979 ON
BEHALF OF GOLD DEPOSITORY AND LOAN COMPANY,
INC. GIVING NOTICE OF DEFAULT AND THREATENING
FORECLOSURE
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
Gentlemen:
Demand is hereby made for payment of principal and interest
on the cooperative apartment collateral note secured by the Mutual
Ownership Contract on Units numbered 103, 104, 106, 107, 204,
207, 501, 703, 805, 302, 801, and 802.
The principal payment of $150,000.00 plus interest in the
amount of $4,580.34 for a total payment of $154,580.34 is due
in our office at 8401 Connecticut Avenue, Suite 700, Chevy Chase,
Maryland on or before July 16, 1979.
If such payment is not made by the specified date of July
16, 1979, the Mutual Ownership Contract which is held as security
on this note will be sold at public auction at a time and place
to be fixed in the event you do not comply with this demand.
Very truly yours,
THE GOLD DEPOSITORY AND
LOAN COMPANY, INCORPORATED
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #103
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $5,115.38, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
a “Oe
21 ye eT ae dee a le a Rss TO ee
gl PORN ; ; Bs a 1p rf >
Attorney for
cv, 2a ©
67a
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #104
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #104
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for pay nent of such total deficiency
by way of cash or bank check at ou office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $7,258.19, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
3
a
iets thet SB OU bbb cate kl el
in the event you do not comply with
a time and place to be fixed
ae
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #106
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #106
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $4,412.96, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
7
jhe runt you do bet comply with
a time and place to be fixed in
be
re.
—_
or
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #107
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #107
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $4,781.37, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
ak
Pee elite |
af
4
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #204
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $7,258.19, plus 8%
interest from May |, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
"faa
; si a time and place
ae.
Appendix 7
to be fixed in the event you do not comply with
Sawer ss , eee en + SL SA eee
The Cooperative apartment collateral note heid by The Gold
Depository and Loan Company Incorporated on apartment #207
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the gpecified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $4,781.36, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be suid at public auction at
you do not comply
H. MacVey
MacVey
for
Depository
Company
=:
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a time and piace to be fixed in the event
}!
ies Ma
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res
|
“JI
Tla
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #501
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #501
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $8,825.63, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
you do not comply with
é
:
i
:
:
:
= ey y 2 heats
ae f-) t wee fe Y
|
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #703
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amovst of $5,115.39, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal .
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
ee Gee ee
> 2 eee
>
]
Appendix 7
a time and place to be fixed in the event you do not comply with
this demand.
Very truly,
s/ John H. MacVey
John H. MacVey
Attorney for
The Gold Depository and
Loan Company Incorporated
JHM:bw
Ubi wa
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Cisevy Chase, Maryland 20015
RE: Apartment #805
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #805
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washingtun, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $8,759.18, plus 8%
interest from May 1, 1979 to date paid. In addition io this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
ao
Appendix 7
a time and place to be fixed in the event you do not comply with
this demand.
Very truly,
s/ John H. MacVey
JHM:bw
lea sy
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #302
Gentiemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #302
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $8,158.57, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
= *
84a
Appendix 7
a time and place to be fixed in the event you do not comply with
this demand.
JHM:bw
‘Reel
Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #801
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #801
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $9,060.14, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to accelerate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
; eae ee ee ee ee ae 7 ~~ =
1 ® ‘ t 1 ¥
do not comply with
place to be fixed in the event you
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an hi “ Lt Maret .
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Appendix 7
July 10, 1979
Wisconsin Avenue Associates, Inc.
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
RE: Apartment #802
Gentlemen:
The Cooperative apartment collateral note held by The Gold
Depository and Loan Company Incorporated on apartment #802
is in default for May, June and July.
Your total deficiency for these three months is $300.00.
Demand is hereby made for payment of such total deficiency
by way of cash or bank check at our office at 8401 Connecticut
Avenue, Suite 700, Washington, D.C. 20015 by July 20, 1979.
If such payment is not made by the specified date of July
20, 1979, you will be in serious default of your collateral note
and we will, at that time, elect to accelerate payment of the entire
principal due on said note in the amount of $9,060.14, plus 8%
interest from May 1, 1979 to date paid. In addition to this amount,
you will be responsible for all costs including reasonable attorney’s
fees.
If we are forced to acceierate payment of the entire principal
and interest due on said note, the mutual ownership contract which
is held as security for this debt will be sold at public auction at
ste
you do nes comply with
s/ John H. MacVey
The Gold Depository and
Loan Company Incorporated
John H. MacVey
Attorney for
Very truly,
:
:
APPENDIX 8 — TEMPORARY RESTRAINING ORDER
DATED JULY 13, 1979
SUPERIOR COURT OF ‘THE DISTRICT OF COLUMBIA
Civil Division
Civil Action No. 2583-76
Civil I — Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al,
Plaintiffs,
WISCONSIN AVENUE ASSOCIATES, INC., et al,
Defendants.
TEMPORARY RESTRAINING ORDER
Upon consideration of plaintiff 2720 Wisconsin Avenue
Cooperative Association, Inc.’s (““Cooperative’’) Motion for a
Temporary Restraining Order and/or Motion to Show Cause and
of Defendants’ opposition thereto, and it appearing to the Court
that on April 27, 1979, The Honorable William E. Stewart, Jr.
entered a Memorandum Opinion, Order and Final Judgments in
the above-captioned action (‘‘the Judgment’’) which stated, inter
alia, that:
The rights and obligations conferred upon the
parties by the Mutual Ownership Contracts and
by any other underlying agreements, including and
»
Appendix 8
especially the Assignment of Purchase Agreement
dated December 6, 1974 (Plaintiffs’ Trial Exhibit
25, as to Units 103, 104, 106, 107, 204, 207, 501,
703, 805, 302 and 801/802 are rescinded, with
complete right, title and interest in those units
vesting only in 2720 Wisconsin Avenue
and it further appearing to the Court that said Judgment further
provided that:
Defendants, each and all of them, their agents.
employees, relatives, attorneys, and assigns, and
all those in active concert and participation with
them be and hereby are enjoined permanently from
performing any act designed to accomplish the sale
or further leasing of Units 103, 104, 106, 107, 204,
501, 703, 805, 302 and 801/802; except that
defendants, each and all of them, their employees,
relatives, attorneys and assigns and all those in
active concert and participation with them shail,
if requested by plaintiff Cooperative Association,
execute such documents, including, but not limited
to, deeds, certificates of stock, assignment of leases
or any other document required by plaintiff
Cooperative Association to vest in it all rights and
title in the units described, consistent with this
opinion.
and it further appearing to the Court that Gold Depository and
Loan Company, Incorporated (“Gold Depository’’), by letters
dated July 10, 1979, copies of which are attached as Exhibits D
and E to plaintiff Cooperative’s Memorandum of Points and
Authorities in support of its Motion, has threatened to scll the
ye
9la
Appendix 8
mutual ownership contracts respecting Apartments 103, 104, 106,
107, 204, $01, 703, 805, 302 and 801/802 (collectively, ‘the Units’”)
in the building located at 2720 Wisconsin Avenue, N.W., in the
District of Columbia, at public auction on July 16, 1979 and July
20, 1979, respectively, and it further appearing to the Court from
the Memorandum of Law in Bankruptcy No. 79-00012 (United
States District Court for the District of Columbia) attached as
Exhibit A to the Judgment that Gold Depository is ‘‘controllied
and operated by the same individuals, i.e., Laurins, Norman,
Baden, et al."’, and it further appearing to the Court that plaintiff
Cooperative will suffer irreparable injury if the Defendants and
Gold Depository are not enjoined, pending a hearing before Judge
Stewart of this Court as to whether the Defendants and Gold
Depository should be held in contempt, from taking any action
affecting Cooperative’s rights in the Units, except as set forth
in Paragraph 15 of the Judgment; and if the documents and things
demanded in Exhibit F to plaintiff Cooperative’s Memorandum
of Points and Authorities, which Exhibit is incorporated herein
by reference, are not forthwith turned over to the Court pending
said hearing:
It is, this 13th day of July, 1979, at 5:45 o'clock P.M., hereby
ORDERED, that Defendants aud Gold Depository, and each
and all of them, and their agents, employees, relatives, attorneys,
and assigns, and all those in active concert and participation with
them (hereinafter collectively referred to as ‘‘Enjoined
Defendants’’), be, and they hereby are restrained and enjoined
from taking or purporting to take or causing to be taken any
action affecting, directly or indirectly, in whole or in part,
Cooperative’s rights in the Units, except as set forth in Paragraph
15 of the Judgment; and it is
e,
AE. *
92a
Appendix 8
FURTHER ORDERED, that the Enjoined Defendants shall
cause copies of this Order to be delivered forthwith to every officer,
agent, servant, employee, relative, attorney and/or assign, and
all those in active concert and participation with them: in connection
with the Units; and it is
FURTHER ORDERED, that no bond shail be required of
plaintiff Cooperative to secure the Enjoined Defendants from loss
or damage arising from this Order; and it is
FURTHER ORDERED, that this Order be effective
immediately and remain in effect through July 23,1979.
s/ James A. Belson
JUDGE
93a
APPENDIX 9 — ORDER TO SHOW CAUSE DATED JULY
13, 1979
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Division
Civil Action No. 2583-76
Civil I — Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al., ;
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al,
Defendants.
ORDER TO SHOW CAUSE
Upon consideration of plaintiff 2720 Wisconsin Avenue
Cooperative Association, Inc.’s (*‘Cooperative’’) Motion for a
Temporary Restraining Order and/or Motion to Show Cause and
of Defendants’ opposition thereto, and it appearing to the Court
that on April 27, 1979, The Honorable William E. Stewart, Jr.
entered a Memorandum Opinion, Order and Final Judgments in
the above-captioned action (‘‘the Judgment’’) which stated, inter
alia, that:
The rights and obligations conferred upon the
parties by the Mutual Ownership Contracts and
by any other underlying agreements, including and
94a
Appendix 9
especially the Assignment of Purchase Agreement
dated December 6, 1974 (Plaintiffs’ Trial Exhibit
25, as to Units 103, 104, 106, 107, 204, 207, 501,
703, 805, 302 and 801/802 are rescinded, with
complete right, title and interest in those units
vesting only in 2720 Wisconsin Avenue
and it further appearing to the Court that said Judgment further
provided that:
Defendants, each and all of them, their agents,
employees, relatives, attorneys, and assigns, and
all those in active concert and participation with
them be and hereby are enjoined permanently from
performing any act designed to accomplish the sale
or further leasing of Units 103, 104, 106, 107, 204,
501, 703, 805, 302 and 801/802; except that
defendants, each and all of them, their employees,
relatives, attorneys and assigns and all those in
active concert and participation with them shall,
if requested by plaintiff Cooperative Association,
execute such documents, including, but not limited
to, deeds, certificates of stock, assignment of leases
or any other document required by plaintiff
Cooperative Association to vest in it al! rights and
title in the units described, consistent with this
opinion.
and it further appearing to the Court that Gold Depository and
Loan Company, Incorporated (‘‘Gold Depository’’), by letters
dated July 10, 1979, copies of which are attached as Exhibits D
and E to plaintiff Cooperative’s Memorandum of Points and
Authorities in support of its Motion, has threatened to sell the
95a
Appendix 9
mutual ownership contracts respecting Apartments 103, 104, 106,
107, 204, 501, 703, 805, 302 and 801/802 (collectively, ‘‘the Units’’)
in the building located at 2720 Wisconsin Avenue, N.W.., in the
District of Columbia, at public auction on July 16, 1979 and July
20, 1979, respectively, and it further appearing to the Court from
the Memorandum of Law in Bankruptcy No.79-00012 (United
States District Court for the District of Columbia) attached as
Exhibit A to the Judgment that Gold Depository is ‘‘controlled
and operated by the same individuals, i.e., Laurins, Norman,
Baden, et al.’’, it is, this 13th day of July, 1979, hereby
ORDERED, that the Defendants and Gold Depository be,
and they hereby are directed to come forth on July 23, 1979 at
3 P.M. and show cause why they should not be held in contempt
of the Judgment entered herein on April 27, 1979.
s/ James A. Belson
JUDGE
APPENDIX 10 — MOTION BY THE GOLD DEPOSITORY
AND LOAN COMPANY, INC. TO DISSOLVE ORDER TO
SHOW CAUSE FOR LACK OF JURISDICTION AND OTHER
REASONS FILED AUGUST 1, 1979
SUPERIOR COURT OF THE DISTRICT OF eee cin
CIVIL DIVISION
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
Vv.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
MOTION BY THE GOLD DEPOSITORY AND LOAN
COMPANY, INCORPORATED TO DISSOLVE ORDER TO
SHOW CAUSE FOR LACK OF JURISDICTION AND OTHER
REASONS
The Gold Depository and Loan Company, Inc. by its
attorney, John H. MacVey, appearing specially, moves the court,
pursuant TO Supr. Ct. Civ. Rule 12(b) and 12(g), for an order
dissolving the Order to Show Cause entered in the above entitled
proceeding by Judge James A. Belson on July 13, 1979.
In support of this motion The Gold Depository and Loan
Company, Inc., respectfully shows the following:
| ile
"ig
*.
97a
Appendix 10
I
The Gold Depository and Loan Company, Inc., (hereinafter
called “‘Gold’’) is not subject to the jurisdiction of this court for
the following reasons:
(a) Gold is a corporation in good standing incorporated in
the State of Nevada on March 17, 1978.
fb) Gold does not do business and does not maintain any
office in the District of Columbia. Gold is not authorized to do
business in the District of Columbia. Gold does not own or operate
any assets located in the District of Columbia. Gold does not
have any agent or any other person, in the District of Columbia
authorized to accept service of process. John H. MacVey is not
authorized in any way to accept service of process on The Gold
Depository and Loan Company, Incorporated.
(c) The aforesaid Order to Show Cause was not served in
the District of Columbia upon Gold as required by Supr. Ct. Civ.
Rule 4(d\(3) and Rule 4(f), so that Gold has not been legally served
with said Order to Show Cause.
2
Gold, without waiving its claim of lack of jurisdiction of
this court over Gold, further shows:
(a) The Judgment entered on April 27, 1979, and specifically
paragraphs 14 and 15 thereof, is not retroactive.
(b) Paragraph 15 of said Judgment refers only to “‘sale or
further leasing’ of certain real property, namely, certain
ms ,
ee Se ee.
Appendix 10
condominium units located at 2720 Wisconsin Avenue, N.W.,
Washington, D.C.
(c) Gold is seeking to foreclose its legal and valid lien on
certain personal property, namely, the Mutual Ownership
Contracts referred to in Paragraph 14 of said Judgment, which
liens were binding and effective long before the said Judgment
was entered on April 27, 1979. Gold cannot constitutionally be
deprived of its said property rights without due process of law.
(d) Said Paragraph 14 of said Judgment only recinds the
“rights, title and interest’’ in the listed condominium units of
the “‘parties’’ to the above-entitled proceeding. Gold was and is
not in any way a “‘party’’ to said proceeding.
(e) Gold’s proposed foreclosure of its valid pre-existing lien ©
on said Mutual Ownership Contracts is not an “‘. . .act designed
to accomplish the sale or further leasing. . .”’ of real estate, i.e.,
the condominium units listed in paragraph 15 of said Judgment
entered on April 27, 1979.
WHEREFORE, Gold asks that said Order to Show Cause
be dissolved as to Gold (1) because the court lacks Jurisdiction
over Gold; and (2) because Gold is not in contempt of said
judgment entered on April 27, 1979.
Respectfully submitted
s/ John H. MacVey
John H. MacVey, No. 78097
Suite T-2
1718 P Street, N.W.
Washington, D.C. 20036
652-2996
eect.
SS 2 aa
on
Appendix 10
CERTIFICATE OF SERVICE
I certify that a copy of the foregoing Motion with supporting
Points and Authorities and Affidavit by the Gold Depository and
Loan Company, Incorporated, was mailed postage prepaid this
ist day of August, 1979 to Richard A. Hibey, Esquire, Surrey,
Karasik and Morse, 1156 Fifteenth Street, N.W., Washington,
D.C. 20005.
s/ John H. MacVey
John H. MacVey
7 |
Appendix 10
SUPEPIOR COURT OF THE DISTRICT OF COLUMBIA
CIVIL DIVISION
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
Vv.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
POINTS AND AUTHORITIES
1. The Temporary Restraining Order and the Order to Show
Cause were left at 8401 Connecticut Avenue, Suite 700, Chevy
Chase, Maryland 20015 by an unidentified person on July 16,
1979, sometime on Monday morning. (See attached affidavit of
Betsy Waldron).
2. John H. MacVey is an attorney who maintains an address
at Suite T-2, 1718 P Street, N.W., Washington, D.C. for purposes
of comp'ying with ules of the Superior Court.
John H. MacVey uses the office at 8401 Connecticut Avenue,
Suite 700, Chevy Chase, when he is working on cases for clients
having a business address at that location.
7G
‘Y os
, 2
x
5!
a \
7
Appendix 10
3. John H. MacVey is not authorized by any of his clients
to accept service of process.
4. John H. MacVey has never filed any appearance in the
above-entitled proceeding.
5. No statute or court rule authorizes the service of said Orders
outside the territorial limits of the District of Columbia in the
circumstances of this Show Cause proceeding.
6. Leaving a copy of said two Orders at 8401 Connecticut
Avenue, Suite 700, Chevy Chase, Maryland 20015 therefore is
not valid service upon The Gold Depository and Loan Company,
Incorporated.
Supr. Ct. Civ. Rules 4(d)(3) and Rule 4(f).
7. The Gold Depository and Loan Company, Inc., cannot
be deprived of its valid, pre-existing property rights by the indirect
method of a contempt citation and issuance of such a contempt
citation would deprive The Gold Depository and Loan Company,
Inc. of its property rights in violation of the Constitution of the
United States.
8. The ruling by Referee in Bankruptcy Whelan, in
Bankruptcy No. 79-00012 (U.S. Dist. Ct. for District of Columbia)
is not controlling or applicable in this proceeding because
(a) The Gold Depository and Loan Company, Inc., is not
@ party to that bankruptcy proceeding and has not participated
in any way in said bankruptcy proceeding prior to the said ruling
by Referee Whelan.
SS .. . 2? : _
Appendix 10
(b) The said ruling by said Referee in Bankruptcy is not a
final order of a court and said ruling is now being appealed to
the United States District Court for the District of Columbia.
s/ John H. MacVey,
John H. MacVey, No. 78097
Suite T-2
1718 P Street, N.W.
Washington, D.C. 20036
652-2996
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Appendix 10
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
CIVIL DIVISION
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al., *
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
AFFIDAVIT IN SUPPORT OF MOTION TO QUASH AND
TO DISSOLVE ORDER TO SHOW CAUSE
State of Maryland ) .
Betsy Waldron, being first duly sworn, deposes and says:
1. She is a secretary and receptionist, employed by
Metropolitan Group, with offices located at 8401 Connecticut
Avenue, Suite 700, Chevy Chase, Maryland 20015.
2. On the morning of July 16, 1979, a messenger visited the
aforementioned offices and handed affiant tv.o large brown
4 SS Boe
f > -- .—- —
FF es sae. Be, eee ele a) e Ses. +
Batik sa.
104a
Appendix 10
envelopes. One of the envelopes was addressed to ‘“E. Leo Backus,
Esq.”’, and the other to “John H. MacVey, Esquire’.
3. Each of the envelopes contained a copy of the “‘Order
to Show Cause”’, and “‘Temporary Restraining Order’’ , together
with the accompanying papers, purportedly filed by the plaintiff,
2720 Wisconsin Avenue Cooperative Association, Inc. in the
above-entitled matter on July 13, 1979.
4. The two envelopes, and their contents, were turned over,
respectively to Messrs Backus and MacVey at 8401 Connecticut
Avenue, Chevy Chase, Maryland.
s/ Betsy Waldron
Betsy Waldron
Sworn to before me this Ist day of August, 1979.
s/ Patricia B. Graham
Notary Public
My commission expires 7-1-82.
APPENDIX 11 — AGREEMENT DATED AUGUST 23, 1978,
BETWEEN CO-OP INVESTMENT BANKERS AND THE
GOLD DEPOSITORY AND LOAN COMPANY, INC.
TRANFERRING PROMISSORY NOTES IN EXCHANGE FOR
STOCK
SUBSCRIPTION OF STOCK AND TRANSFER OF
PROMISSORY NOTES AGREEMENT
August 1, 1978
FOR AND IN consideration of One Dollar ($1.00) and other
good and valuable services each to the other paid, Co-Op
Investment Bankers hereby transfers the promissory notes as set
forth in Schedule A attached hereto and ‘made a part hereof, in
exchange for 219.415 number of shares of The Gold Depository
and Loan Company Incorporated.
It is recognized that the shares issued require value backing
in the equivalent of one troy ounce of gold per share and that
the notes given are given in exchange for said shares and, further
that said notes are discounted to reflect a fair market value
equivalent to gold at a price of Two Hundred Dollars ($200.00)
per ounce, which was the price of gold on August 1, 1978 the
date that this exchange was agreed.
The parties to this transaction hereby acknowledge the above
and the reasonableness of the considerations exchanged hereby.
THE GOLD DEPOSITORY AND
LOAN COMPANY INCORPORATED
s/ Charlene Baden
CO-OP INVESTMENT BANKERS
s/ A.V. Laurins, Pres. of G/D
’ “wise as
107a
Appendix 11
CO-OP INVESTMENT BANKERS
NOTES RECEIVABLE
July 31, 1978
WISCONSIN AVENUE ASSOCIATES
Principal
Apt.# 50% Discount Balance
103 Wisconsin Avenue Associates $ 5,689.16
104 Wisconsin Avenue Associates 7,707.59
106 Wisconsin Avenue Associates 5,027.51
107 Wisconsin Avenue Associates 5,374.54
204 Wisconsin Avenue Associates 7,707.59
207 Wisconsin Avenue Associates 5,374.53
501 Wisconsin Avenue Associates 8,713.06
703 Wisconsin Avenue Associates 5,689.17
805 Wisconsin Avenue Associates 9,121.44
801 Kimberly Laurins 9,404.94
802 Kimberly Laurins 9,404.94
302—Ss A. V.. Laurins 8,555.71
87,770.18
ae
43,883.09
+ 200 per share
- 219.415 Shares
APPENDIX 12 — SAMPLE OF PROMISSORY NOTE DATED
OCTOBER 6, 1976 AND FINANCING STATEMENT (ONE OF
ELEVEN NOTES)
CO-OPERATIVE APARTMENT COLLATERAL NOTE
$8,929.78 Chevy Chase, Maryland October 6, 1976
For value received we promise to pay to the order of 2720
Limited Partnership the sum of Eight Thousand nine hundred
twenty nine and 78/100 Dollars with interest until paid at the
rate of eight per centum per annum, at the place of business of
the holder hereof.
Interest only payment will be due on October 6, 1977,
thereafter, principal and interest shall be amortized over a period
of five years in monthly installments of One hundred Dollars
($100,00) (with priviledge of making larger payments in any
amount) on the first day of each month of each year hereafter,
each installment when so paid to be applied first to the payment
of the interest on the amount of principal remaining unpaid, and
the balance thereof credit to principal.
The undersigned further agrees that the entire amount
remaining to be paid on said principal shall be paid with interest
on October 6, 1982.
In the event the undersigned shall sell the collateral security
described below, this note shall immediately become due and
payable in full. The undersigned shall have no right to assign this
note and a subsequent purchaser from the undersigned shall have
no right to assume payments hereunder.
109a
Appendix 12
The undersigned further agrees that in case of default in the
payment of any installment, this note shali mature and the whole
amount hereof shall be and become immediately due and payable,
at the option of the holder hereof, without notice, presentment
or demand.
To further secure this note and all of the liabilities of the
pledges to the legal holder hereof the following desc ‘ibed collateral
security: Mutual Ownership Contract issued by 27.0 Wisconsin
Avenue Cooperative Association Inc., as evidence of ownership
of Co-Operative Apartment Numbered 302 in 2720 Wisconsin
Avenue, N.W., Washington, D.C.
The undersigned hereby gives the legal holder hereof full
power and authority to sell, transfer, and delivery said collateral
security, as hereinbefore described, or any substitute therefor,
on the maturity of this note by default, as provided herein, or
at any time thereafter, at public or private sale, or in any manner
deemed advisable by the holder hereof, without previous demand
or advertisement, after mailing a notice of said proposed sale to
the undersigned at this last know address, at least twenty (20)
days before said sale, with the right of the legal holder thereof
to become the purchaser at said sale, and the absolute owner of
said collateral security, and after the payment of all costs, expenses
and reasonable attorney’s fees, growing out of or connected with
the sale, to apply the residue of the proceeds to the payment of
this note and interest thereon, paying the surplus, if any, to the
undersigned. In case the proceeds of such sale are not sufficient
to pay such costs; expenses, and attorneys fees, the principal hereof
and interest hereon, the undersigned hereby promises to pay such
deficiency forthwith with interest at the rate of 8 per centum per
annum.
ona on
110a
Appendix 12
In case the holder hereof shall elect to pay and satisfy any
sum or sums, charges or assessments owing to the said 2720
Wisconsin Avenue Cooperative Association, Inc., and as to which
the undersigned is in default, the amount or amounts of such
payment or payments shall be added to the indebtedness secured
hereby, and at the option of the holder hereof, the entire amount
of this note shall immediately mature and become due and payable,
said payment not to be deemed voluntary.
WISCONSIN AVENUE
ASSOCIATES, INC.
s/ A. V. Laurins
By: A. V. Laurins, President
8401 Connecticut Avenue, Suite
700
Chevy Chase, Maryland 20015
2720 Limited Partnership
By Conference Management Group, Inc. G.P.
s/ A. V. Laurins
By: A. V. Laurins, President
Pay to the Order of
Co-Op Mortgage Investors, L/P
CO-OP MORTGAGE INVESTORS L/P
By: Real Estate Equity Management, Inc. G/P
By: s/ A. V. Laurins
A. V. Laurins, President
Pay to the Order of
CO-OP INVESTMENT BANKERS
cu == ae
Appendix 12
CO-OP INVESTMENT BANKERS
By: Co-Op Investment Bankers G/P Inc.
By: s/ A. V. Laurins
A. ¥. Laurins, President
Pay to the Order of
THE GOLD DEPOSITORY AND LOAN
COMPANY INCORPORATED
THE GOLD DEPOSITORY AND LOAN
COMPANY INCORPORATED
By: s/ A. V. Laurins
A. V. Laurins, President
Appendix 12 sg
UCC One Geners—
STATEMENT is O Seer dae
Se tee ae Sew a
October 6, 1962 ?
1. Debtor(s) Name (Last Name First) 2 Debtor(s) Address(es) For Officer %
Wisconsin Avenue Associates, (| 8401 cut Avenue (Date, and
Suite 700 P .
3. &4. Secured and 5. & 6. Amignee(s) of Secured
2720 Limited Partnershi hadmentes)
Connecti The Gold Depository & Loan
enor out .-— COs» 8401 Conn. Ave. #700
7. This Gnancing statement covers the following ty pl TAT MAT Ut pltaiirty: (Describe)
Mutual OQmership Contract issued by 2720 Wisconsin Avenue Cooperative
Association, Inc. as evidence of omership of Co-operative apartment
wnitenumbered 307 in 2720 Wisconsin Avenue, ".W., Washi » 0.C.
~ Fe ae security for note, dated October 6, 1976, in the amoung
er rs eee
fee ery ee ee ree ena ae emer
Real
are also covered. No. of additional sheets presented.
LERNGA LAW BOOK CO. 53 E St. N.W., Wesniengeon, O.C. 20001
2
ve
on
. vi. .
Wasted linees
3
3
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;
23
sa
I
ll4a
APPENDIX 13 — PROMISSORY NOTE DATED JANUARY
5, 1978, FOR $150,000.00 AND FINANCING STATEMENT
CO-OPERATIVE APARTMENT COLLATERAL NOTE
$150,000.00 January 5, 1978
For value received We promise to pay to the order of
Management Services Group, Inc. the sum of One Hundred Fifty
Thousand and no/100 Dollars with interest until paid at the rate
of 8% per centum per annum, at the place of business of the
holder hereof.
Said principal and interest payable in monthly installments
of n/a is n/a Dollars (with privilege of making larger payments
in any amount) on the n/a day of each and every month after
date, until paid, each installment when so paid to be applied,
first, to the payment of the interest on the amount of principal
remaining unpaid, and the balance thereof credited to principal.
Balance to be due upon five days notice at any time. Interest to
be compounded monthly.
The undersigned further agrees that in case of default in the
payment of any installment, this note shall mature and the whole
amount hereof shall be and become immediately due and payable,
at the option of the holder hereof, without notice, presentment
or demand.
To further secure this note and all of the liabilities of the
undersigned hereon, the undersigned hereby deposits with and
pledges to the legal holder hereof the following described collateral
security: Mutual Ownership Contracts for units #103, 104, 106,
107, 204, 207, 501, 703, and 805 issued by 2720 Wisconsin Avenue
Cooperative Association, as evidence of ownership of Co-operative
Apartment Numbered listed above in 2720 Wisconsin Avenue,
N.W. Washington, D. C. 20007.
*
z=.
aa CU ee er. 5
aaa
15a
Appendix 13
The undersigned hereby gives the legal holder hereof full
power and authority to sell, transfer, and deliver said collateral
security as hereinbefore described, or any substitute therefor, on
the maturity of this note by defauli, as provided herein, or at
any time thereafter, at public or private sale, or in any manner
deemed advisable by the holder hereof, without previous demand
or advertisement, after mailing a notice of said proposed sale to
the undersigned at his last known address, at least twenty (20)
days before said sale, with the right of the legal holder hereof
to become the purchaser at said sale, and the absolute owner of
said collateral security, and after the payment of all costs, expenses
and reasonable attorney’s fees, growing out of or connected with
the said sale, to apply the residue of the proceeds to the payment
of this note and interest thereon, paying the surplus, if any, to
the undersigned. In case the proceeds of such sale are not sufficient
to pay such costs, expenses and attorney’s fees, the principal hereof
and interest hereon, the undersigned hereby promises to pay such
deficiency forthwith with interest at the rate of eight percent (8%)
per centum per annum.
In case the holder hereof shall elect to pay and satisfy any
sum or sums, charges or assessments owing t the said 2720
Wisconsin A venue Cooperative Association Inc. and as to which
the undersigned is in default, the amount or amounts of such
payment or payments shall be added to the indebtedness secured
hereby, and at the option of the holder hereof, the entire amount
of this note shall immediately mature and become due and payable,
said payment not to be deemed voluntary.
WISCONSIN AVENUE
ASSOCIATES, INC.
s/ A. V. Laurins
By: A. V. Laurins, President
Address 840] Conn. Ave. #700,
Chevy Chase, Md. 20015
a
501
ny
ferry
cohatera 3 ‘The above described wn of are to be on.
oe ef er Crops ase grocing gows
106, 108 eS St. OH,
Avenue
listed - hag 1n 2720 Wisconsin Avenue, H.W. Washington,
of $150,000.00
whte® ary or ary to become fixtures) Ths above described goods are affixed or to
Reai Estate)
Ge. (1 ) Procseds axe chee covernd.
@ ( ) Products of collaters! as sho covernd. {)
No. oC additional sheets presented.
Depository &
©. This statement to be returned after recordation to Secured Party, shows above or to The Gol4__.
Loan Company, Inc. 8401 Connecticut Avenue #700
——___——
LERNER Aw BOOK CO. 63 € St. A.W Wamungeen, 0.C 20001
il
bikes
APPENDIX 14 — AFFIDAVIT OF CHARLENE BADEN
SHOWING CHAIN OF TITLE OF PROMISSORY NOTES
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Division
Civil Action No. 2583-76
Civil . — Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION
INC., et al.,
AFFIDAVIT OF CHARLENE BADEN IN SUPPORT OF
MOTION TO ALTER OR AMEND JUDGMENT
Charlene Baden, being first duly sworn, deposes and says
as follows:
1. Affiant is an accountant with more than twenty years of
experience.
2. The statements made by affiant in this affidavit are based
on affiant’s personal knowledge.
3. Affiant was first employed as an accountant and office
manager by A.V. Laurins & Co., Inc. on January 23, 1973 and
has been so employed by affiliated companies continuously to date.
Lee
1198
Appendix 14
Affiant’s duties have been, and are to manage the office and
accounting departments and the collections of all rental and note
payments for all companies managed by or associated with A.V.
Laurins and for other companies and partnerships located at 8401
Connecticut Avenue, Chevy Chase, Maryland. Affiant’s primary
fiduciary obligations are to the investors who provided the monies
to fund the projects from which the notes receivables and the
rent receivables are deprived.
4. James G. Norman was president of Wisconsin Avenue
Associates, Inc. from December, 1974 to July 1976.
5. Aleksandrs V. Laurins was president of Wisconsin Avenue
Associates, Inc. from July, 1976 to December 31, 1978 when
affiant became president of Wisconsin Avenue Associates, Inc.,
after the resignation of said Laurins. Exhibit A attached hereto
and made part hereof is a true and correct copy of the original
minutes of the Special Meeting of the Board of Directors of
Wisconsin Avenue Associates, Inc., held on January 3, 1979.
6. Affiant has been a director of Wisconsin Avenue
Associates, Inc., from December, 1974 to date.
7. Aleksandrs V. Laurins now resides at 2247 Clay Street,
San Francisco, California. He has had his legal domicile in
California since January 1, 1976 and he has resided in California
continuously since January 1, 1979. He maintains his office in
California and does not manage the office at 8401 Connecticut
Avenue, Chevy Chase, Maryland.
8. On December 6, 1974, 2720 Wisconsin Avenie
Cooperative Association, Inc. gave a promissory note in the
amount of $945,000 secured by a deed of trust for the real estate
_ ea Ww
Appendix 14
located at 2720 Wisconsin Avenue, N.W., Washington, D.C. for
the benefit of Wisconsin Avenues Associates, Inc.
Copies of said note and deed of trust are attached hereto
and made part hereof as Exhibit B.
9. At the same time, i.e. December 6, 1974, Wisconsin
Avenue Cooperative Association, Inc. physically delivered to
Wisconsin Avenue Associates, Inc., fifty Mutual Ownership
Contracts, including the twelve said contracts which are
defendants’ Exhibit 4 introduced at the hearing before Judge
Stewart on August 2, 1979. Such Mutual Ownership Contracts
were so delivered as additional security for the aforesaid
promissory note anc deed of trust. (See, parag.aph 7, Defendant’s
Exhibit 4, hearing on August 2, 1979. Compare, Agreement dated
December 6, 1974 attached hereto and made part hereof as Exhibit
C; and Assignment of Purchase Agreement attached hereto and
made part hereof as Exhibit D).
10. On December 16, 1974, Wisconsin Avenue Associates,
Inc. sold the said secured promissory note of $945,000.00 to 2720
Limited Partnership.
11. At that time, i.e. December 16, 1974, Wisconsin Avenue
Associaic:, Inc., physically transferred possession of the fifty
Mutual Ownership Contracts to 2720 Limited Partnership because
said contracts are additional security for the said $945,000.00
promissory note secured by the said deed of trust. (See, paragraph
7 of ach Mutual Ownership Contract; Defendants; Exhibit 4,
hearing on August 2, 1979). Subsequently the $945,000.00 note
and all fifty Mutual Ownership Contracts were transferred to
Co-Op Mortgage Investors L/P and then to Co-Op Investment
Bankers.
12la
Appendix 14
12. On August 8, 1978, Aleksandrs V. Laurins, affiliated
individually, and affiliated corporations and partnerships
reorganized by forming a new limited Maryland partnership,
Co-Op Investment Bankers. The certificate of limited partnership
for Co-Op Investment Bankers is attached hereto and made part
hereof as Exhibit E. A copy of the limited partnership agreement
is attached hereto and made part hereof as Exhibit F which shows
the complete text of the limited partnership agreement. The text
of all limited partnership agreements is identical. The financial
relationship of Co-Op Investment Bankers and The Gold
Depository and Loan Company Incorporated is set forth by the
report of Touche Ross & Co. for years 1977 and 1978 attached
hereto and made part hereof as Exhibit G.
Article V, Section F, of the attached. limited partnership
agreement shows that independent Trustees (who are not related
to or in participation in any way with Aleksandrs V. Laurins or
any of the defendants) have control over any investment of
partnership assets in excess of five percent (5%) of the partnership
assets, including the said Mutual Ownership Contracts. Therefore,
the said independent Trustees have a substantial interest in the
disposition of said contracts.
13. As a consequence of the transfer of the said secured
promissory note for $945,000.00 described in paragraph 11, above,
Co-Op Investment Bankers has physical possession of all fifty
Mutual Ownership Contracts, including the twelve contracts in
dispute in this proceeding; and Co-Op Investment Bankers claims
a first lien on said contracts.
14. Co-Op Investment Bankers became the holder in due
course of notes evidencing twelve other loans, i.c., twelve notes
in the original amount of $93,108.21 which were secured by a
122a
Appendix 14
second lien on the twelve Mutual Ownership Contracts in dispute
in this proceeding. On August 22, 1978, Co-Op Investment Bankers
transferred the said twelve notes to its wholly-owned subsidiary,
The Gold Depository and Loan Company, Incorporated, for
219.415 shares of The Gold Depository and Loan Company
Incorporated. (See, Defendant’s Exhibit #2, hearing on August
2, 1979).
15. The Gold Depository and Loan Company Incorporated
became holder in due course of a note in the amount of
$150,000.00 dated January 5, 1978, secured by a third lien on
the said twelve Mutual Ownership Contract. (ee, Defendant’s
Exhibit 3, hearing on August 2, 1979).
16. Because Co-Op Investment Bankers holds a first lien on
the said Mutual Ownership Contracts, such contracts were not
physically transferred to The Gold Depository and Loar Company
Incorporated; and said contracts are now in the physical and actual
possession of Co-Op Investment Bankers.
s/ Charlene Baden
Charlene Baden
Subscribed and sworn before me this 22nd day of August, 1979.
s/ Betsy Waldron
NOTARY PUBLIC
My commission expires 7/1/82
Kd
APPENDIX 15 — EXCERPTS OF FINDINGS OF FACT,
CONCLUSIONS OF LAW, AND ORDER FOR CIVIL
CONTEMPT AND PRELIMINARY INJUNCTION DATED
AUGUST 10, 1979
Superior Court of the District of Columbia
Washington, D.C. 20001
William E. Stewart, Jr.
Judge
August 10, 1979
Richard A. Hibey, Esq.
Robert B. Wallace, Esq.
1156 - 15th Street, N.W.
Washington, D.C. 20005
E. Leo Backus, Esq.
8401 Connecticut Avenue - #700
Chevy Chase, Maryland 20015
John H. MacVey, Esq.
1718 P Street, N.W. #T-2
Washington, D.C. 20036
Re: 2720 Wisconsin Avenue
Cooperative Association, Inc.,
et al v. Wisconsin Avenue
Associates, Inc., et al - C.A.
No. 2583-76
Gentlemen:
Enclosed herewith is a copy of Findings of Fact, Conclusions
of Law and Order for Civil Contempt and Preliminary Injunction.
|
124a
Appendix 15
Some changes have been made in this Order as originally
proposed by counsel for the plaintiffs, which will be apparent
to each of you.
The court has also concluded that inasmuch as the
incontroverted evidence at the hearing was that Mrs. Charlene
Baden, one of the defendants herein, had resigned as an officer
of the Gold Depository corporation at a time prior to the events
referred to in the Order, this court has determined not to issue
a Rule to Show Cause as to that defendant.
Very truly yours,
William E. Stewart, Jr.
12Sa
Appendix 15
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Division
Civil Action No. 2583-76
Civil I — Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
FINDINGS OF FACT, CONCLUSIONS OF LAW, AND
ORDER FOR CIVIL CONTEMPT AND PRELIMINARY
INJUNCTION
INTRODUCTION
This matter came before the Court on Plaintiffs’ Request
for an Order to Show Cause why the Defendants and the Gold
Depository and Loan Company Incorporated (hereinafter
““GDLC’’) should not be held in contempt of this Court’s Final
Judgment and Order of April 27, 1979, and Plaintiffs’ request
for a Preliminary Injunction, requiring that the GDLC comply
with Paragraphs 14 and 15 of this Court’s Final Judgment and
Order.
126a
Appendix 15
On July 13, 1979, Plaintiffs sought and received from this
Court' a Temporary Restraining Order against GDLC and an
Order to Show Cause why Defendants and GDLC should not
be held in contempt of this Court’s Final Judgment. By mutual
agreement of the parties and with the approval of this Court,
the Temporary Restraining Order and the Order to Show Cause
were extended through August 2, 1979.
On August 2, 1979, the Court conducted a hearing upon the
Plaintiffs’ Order to Show Cause and request for a Preliminary
Injunction. The Defendants and GDLC appeared by counsel and
presented evidence. At the conclusion of the hearing, the Court
stated on the record the following findings of fact, conclusions
of law, and orders, to be effective immediately.
FINDINGS OF FACT
1. Plaintiffs have contended that Defendants and GDLC are
in violation of Paragraph 15 of this Court’s Final Judgment.
Paragraph 15 of this Court’s Final Judgment and Order, provides
that:
Defendants, each and all of them, their agents,
employees, relatives, attorneys, and assigns, and
all those in active concert and participation with
them be and hereby are enjoined permanently from
performing any act designed to accomplish the sale
or further leasing of Units, 103, 104, 106, 107,
204, 207, 501, 703, 805, 302 and 801/802; except
that defendants, each and all of them, their
1. The Honorable James Belson sitting as Judge-in-Chambers.
127a
Appendix 15
employees, relatives, attorneys and assigns and all
those in active concert and participation with them
shall, if requested by plaintiff Cooperative
assignment of leases or any other document
required by plaintiff Cooperative Association to
vest in it all rights and title in the units described,
consistent with this opinion.
2. The Final Judgment and Order further provides at
Paragraph 31:
... that in order to effectuate a stay pending
appeal the defendant(s) shall post a bond or
enn Smarereray sc
in the amount of 7400,000.00.
that GDLC is a Nevada corporation that does not do business
or maintain offices in the District of Columbia, and further
contending that it was not properly served with the Order to Show
6. Based upon the pleadings, exhibits, and the candid
admissions of counsel for GDLC, the Court finds that:
(a) GDLC is a Nevada corporation;
(b) GDLC holds itself out as doing business in the District
of Columbia; and
> 78
ee
Appendix 15
(c) GDLC maintains that it has an interest in land located
in the District of Columbia, i.e., Apartment Units 103,
104, 106, 107, 204, 207, 501, 703, 805, 302, and
801/802 located at 2720 Wisconsin Avenue, N.W.,
Washington, D.C., as set forth in a letter dated July
10, 1979, referred to in Finding of Fact No. 3, supra.
7. With respect to notice, the Court finds that:
(a) the letterhead of GDLC indicates that its offices are
located at Suite 700, 8401 Connecticut Avenue, N.W.,
Washington, D.C. 20015, the same office address as
Wisconsin Avenue Associates;
(b) the letterhead also reflects that the telephone number
for GDLC is the same as that of E. Leo Backus,
counsel for Wisconsin Avenue Associates; and
(c) counsel for Defendants admitted at the August 2, 1979
hearing that the Order to Show Cause was served upon
them on July 16, 1979, at Suite 700, 8401 Connecticut
Avenue, Chevy Chase, Md. 20015, the address of
GDLC, Wisconsin Avenue Associates, Inc., and the
location of Mr. Laurins’ law offices, as it appears on
the papers filed in this case.
The Court finds, therefore, that Mr. Laurins, as counsel of
record in this action and as President of GDLC, had adequate
notice of this Court’s Order to Show Cause.
8. Based upon the pleadings, exhibits, and the candid
admissions of counsel for Defendants and GDLC, and the previous
findings of Bankruptcy Judge Roger M. Whelan of the United
States District Court for the District of Columbia, filed on Mar.
et a lah Thiet «i vie) 2
b ‘ rl: OH ,
129a
Appendix 15
27, 1979, in the case of In Re Wisconsin Avenue Associates, Inc.,
No. 79-00012, this Court finds that:
(a) GDLC is controlled, operated, and is in active concert
and participation with Aleksandrs V. Laurins;
(b) Aleksandrs V. Laurins is President of GDLC;
(c) the Court has specifically enjoined Mr. Laurins and
the other Defendants, as well as those in active concert
with them, from performing any act designed to
accomplish the sale or further leasing of Units 103,
104, 106, 107, 204, 207, 501, 703, 805, 302 and
801/802;
(d) Mr. Laurins, through GDLC, has attempted to violate
this Court’s Final Judgment and Order by threatening
to sell at auction the Mutual Ownership Contracts for
the apartment units designated above;
(e) Mr. Laurins is a named-defendant in this case, and
appears in the Court files as counsel of record for the
Defendants;
(f) Mr. Laurins has not withdrawn his appearance as
counsel; and
(g) Mr. Laurias, as an attorney and member of the Bar
of this Court, should be amply aware of the
consequences of violating the Final Judgment of this
Court.
9. Also before this Court is Defendants’ refusal to appear
on July 26, 1979 and July 31, 1979, pursuant to requests by
a)
ue
Appendix 15
Plaintiffs that Defendants turn over to Plaintiffs all documents
necessary to effectuate the rescission of Defendants’ claimed
interest in the apartment units designated above. On July 11, 1979,
the Plaintiffs sought production by the Defendants and those
acting in concert with them of all documents and things in their
possession necessary to effectuate rescission of Defendants’ claimed
interest in the above designated apartment units. This request was
made pursuant to Paragraphs 14 and 15 of this Court’s Final
Judgment and Order. The scheduled date for compliance with
this request was originally scheduled to take place at 11:00 A.M.
on July 26, 1979. The Defendants failed to appear. The Plaintiffs
then requested that the Defendants appear on July 31, 1979 at
11:00 A.M. The Defendants, once again, failed to appear.
10. Throughout the litigation of this case, the parties have
come to this Court on an emergency basis and sought relief.
Defendants had ample notice of Plaintiffs’ attempt to implement
Paragraphs 14 and 15 of this Court’s Final Judgment of April
27, 1979, and Defendants did not come before this Court to seek
relief from Plaintiffs’ letter of demand.
CONCLUSIONS OF LAW
1. Based upon Paragraphs 6 - 8 of the Findings of Fact, it
is clear that GDLC has substantial contact with the District of
Columbia, and that this Court has jurisdiction over GDLC
pursuant to D.C. Code Ann. §13-423 (1973 & Supp. V 1978).
2. The refusal of Defendant Aleksandrs V. Laurins to comply
with this Court’s Final Judgment of April 27, 1979, will not be
tolerated.
Judge Holtzoff of the United States District Court has held
in Blackwelder v. Crooks, 151 F. Supp. 26, 28 (D.D.C. 1957):
er
i13la
Appendix 15
In Land v. Dollar, 88 U.S. App. D.C. 311, 324,
190 F. 2d 366, 379, the Court emphatically
observed that:
‘“‘An order issued by a court having
jurisdiction of the persons and subject matter must
be obeyed, even though the defendants may
sincerely believe that the order is ineffective and
will finally be vacated, even though the Act upon
which the order is based is void, even though the
order is actually set aside on appeal, even though
the basic action becomes moot.”’
The Court went on to say that this must be the
rule because of the necessity of ordérly process
under our constitutional system of government.
It is therefore clear that this judgment must be obeyed.
3. The Court also has before it the question of Plaintiffs’
Request for a Preliminary Injunction enjoining GDLC from taking
any action with respect to the above designated apartment units.
The Court finds that the judgment of April 27, 1979, embodied
within it an injunction that adequately enjoined GDLC from taking
any action with respect to the apartment units designated above.
However, in order to eliminate any possible doubt about the
intent of the April 27, 1979 Final Judgment, the Court will issue
a preliminary injunction requiring GDLC to comply with the
judgment and restraining GDLC from taking any action with
respect to Apartment Units 103, 104, 106, 107, 204, 207, 501,
703, 805, 302, and 801/802. In issuing this injunction, the Court
finds that Plaintiffs have satisfied the criteria set forth in the
controlling case of Virginia Petroleum Jobbers Ass'n. v. Federal
132a
Appendix 15
Power Commission, 104 U.S. App. D.C. 106, 110; 259 F.2d 921,
925 (1958). Specifically, Plaintiffs have shown and the Court finds
that: (1) Plaintiffs have made a strong showing that they are likely
to prevail on the merits; (2) without such relief Plaintiffs will be
irreparably injured; and (3) the public interest in maintaining the
integrity of this Court’s judgment will be served by granting this
injunction.
ORDER
The Court finds Defendant Aleksandrs V. Laurins in civil
contempt of this Court and orders that an attachment be issued
to have Mr. Laurins taken into custody by the Marshall of this
Court.
The Court further orders that Mr. Laurins may purge himseif
of this contempt by executing the documents as set forth in
Paragraph 15 of this Court’s Final Judgment and Order of April
27, 1979, and releasing any and all claims that he or any of the
persons or entities acting in concert with him may claim in the
unsold apartment units.
The Court further orders that GDLC is enjoined from taking
any action with respect to Apartment Units 103, 104, 106, 107,
204, 207, 501, 703, 805, 302, and 801/802, except as set forth
below.
The Court further orders that Defendants and GDLC tender
to the Plaintiffs the originals of the Mutual Ownership Contracts
for the apartments, as well as a current, accurate copy of the
Deed of Trust Note indicating any and all endorsements, and purge
from any and all records or filings with the Recorder of Deeds
for the District of Columbia any claim to ownership in Apartment
133a
Appendix 15
Units 103, 104, 106, 107, 204, 207, 501, 703, 805, 302, and
801/802.
The Court further orders that Mr. Laurins execute an
instrument drafted by Plaintiffs that releases any and all ownership
claims that Mr. Laurins, the Defendants, GDLC, Kimberly Laurins
or any of the entities owned, controlled or in active concert and
participation with any of the Defendants, may claim in any of
the following Apartment Units: 103, 104, 106, 107, 204, 207, 501,
703, 805, 302, and 801/802, and purge from any and all records
or filings with the Recorder of Deeds for the District of Columbia
any claim to ownership in those apartment units.
SO ORDERED this /0th day of August, 1979.
s/ William E. Stewart, Jr.
William E. Stewart, Jr.
Judge
Richard A. Hibey, Esq.
ce: Robert B. Wallace, Esq.
E. Leo Backus, Esq.
John H. MacVey, Esq.
“
134a
APPENDIX 16 — PROFFER DATED SEPTEMBER 19, 1979
OF ELEVEN MUTUAL OWNERSHIP CONTRACTS BY
GOLD DEPOSITORY AND LOAN COMPANY, INC.
PURSUANT TO COURT ORDER
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
CIVIL DIVISION
Civil Action No. 2583-76
Civil I — Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC.., et al.,
Defendants.
The Gold Depository and Loan Company, Incorporated
(hereinafter called ‘‘GDLC’’) by its attorney, hereby proffers to
the court for tender to the plaintiffs in the above-entitled
proceeding in compliance with the order of this court dated August
10, 1979, (entered on August 13, 1979) and the court’s order dated
September 14, 1979, denying GDLC’s Motion to Amend Judgment
and Order entered on August 13, 1979, the Mutual Ownership
Contracts for Apartment Units 103, 104, 106, 107, 204, 207, 501,
703, 805, 302, and 801/802 located at 2720 Wisconsin Avenue,
N.W., Washington, D.C. and the leases for Apartment Units 106, :
204, 302, 501, 703, and 805. a
135a
Appendix 16
The originals of said Mutual Ownership Contracts and leases
are physically attached to this Proffer. GDLC has no other
documents relating to ownership of said units.
In support of this motion, counsel for GDLC respectfully
shows the following:
1. This Proffer is made without waiving the legal rights of
SE ern Sy epee. ae OO Rye any aeiar Ta
claims on behalf of defendants.
2. This Proffer is made on behalf of all defendants and all
parties who may be held to be in active concert or participation
with said defendants, including Aleksandrs V. Laurins, without
waiving the legal contentions previously made by GDLC in this
proceeding.
3. Counsel for GDLC is advised that a motion is being filed
with this court to purge Aleksandrs V. Laurins of contempt of
court. This Proffer is made in aid of said motion to purge and
in an effort by GDLC to comply with the orders of this court
dated August 10, 1979, and September 14, 1979.
Respectfully submitted,
s/ John H. MacVey
John H. MacVey
8401 Connecticut Avenue
Suite 700
Chevy Chase, Maryland 20015
(301) 652-2996
Attorney for
The Gold Depository and
Loan Company Incorporated
Pas
136a
Appendix 16
CERTIFICATE OF SERVICE
I certify that a copy of the foregoing Proffer of Mutual
Ownership Contracts and Leases was sect by mail postage prepaid
this 19th day of September 1979 to Richard A. Hibey, Esquire,
Surrey and Morse, 1156 15th Street, N.W., Washington, D.C.
20005, attorney for plaintiffs.
s/ John H. MacVey
John H. MacVey
| eee
137a
APPENDIX 17 — STIPULATION DATED OCTOBER 24, 1979
WITH CERTAIN EXCF?TIONS CONCERNING CERTAIN
QUITCLAIMS, ETC. PURSUANT TO COURT ORDER
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA
Civil Action No. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION
INC., et al
Plaintiffs
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al
. Defendanis.
Pursuant to the Judgment dated April 27, 1979, and to this
Court’s Orders of August 10, 1979 and September 17, 1979, and
with reference to certain Conveyances, Assignments, Releases and
Quitclaims of even date herewith annexed hereto as Exhibits A,
B, C, D and E, Aleksandrs V. Laurins, on the basis of his personal
knowledge, information and belief, represents to the Plaintiffs
herein, their heirs, successors and assigns as follows:
1. No person, corporation or other equity has or claims any
interest in or to the apartment units identified as numbers 103,
104, 106, 107, 204, 207, 501, 703, 805, 302 and 801/802, located
in the building owned by 2720 Wisconsin Avenue Cooperative
Association, Inc., a District of Columbia corporation, except as
ait ae
138a
Appendix 17
follows:*
a. Wisconsin Avenue Associates, Inc., a District of Columbia
corporation, which asserts ownership thereof.
b. Co-Op Investment Bankers, a Maryland limited
partnership and, as the general partner thereof and not otherwise,
Co-Op Investment Bankers G/P, Inc., a Maryland corporation,
which claims
(1) A security interest founded upon a master
or wrap-around mortgage (deed of trust), dated
December 6, 1974, in the principal amount of
$945,000, and
(2) A supplementary lien upon each of the
individual Mutual Ownership Contracts relating
to the aforesaid units by way of additional security
for the said master or wrap-around mortgage.
c. The Gold Depository and Loan Company, Incorporated,
a Nevada corporation, which claims subordinate liens held in
security of loans made against the units on October 6, 1976 (loans
aggregating $93,123.84), and January 5, 1978 (loan of $150,000
on units 103, 104, 106, 107, 204, 207, 501, 703 and 805).
* This Stipulation excludes references to the claims of Mrs. Marjorie Jawish
and Mr. Henry Jawish, holders of the Third Deed of Trust Note, Ms. Carol
Jawish, holder of the Second Deed of Trust Note in the amount of $95,000,
and The National Bank of Washington, holder of the First Deed of Trust Note
in the amount of $148,815.49.
oe ae
139a
Appendix 17
d. Kimberly Laurins, a minor, asserts ownership of apartment
801/802.
¢e. Aleksandrs V. Laurins asserts ownership of apartment 302.
s/ Aleksandrs V. Laurins
Aleksandrs V. Laurins
s/ Aleksandrs VY. Laurins
Aleksandrs V. Laurins
For Kimberly Laurins
Dated: Oct. 24, 1979
STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
On October 24 th, 1979, before me, the undersigned, a Notary
Public in and for said State, personally appeared Aleksandrs V.
Laurins, known to me, to be the person whose name is subscribed
to the within instrument, and acknowledged to me that he executed
the same.
s/ Anne Nobilione
Notary Public in and for said
. 7, = lene ten * a .
io Sep heee ee BAe, Bi ae ee nel et a ke a i. « “S,. '-—
140a
Appendix 17
EXHIBIT A
ASSIGNMENT
I, Aleksandrs V. Laurins, acting pursuant to the direction
of the court as set forth in its Judgment dated April 27, 1979,
and with reference to the Stipulation of even date herewith,
annexed hereto and made part hereof, do hereby convey, assign,
release and quitclaim any right, title and interest that I may have
in or to the apartment units, identified as numbers 103, 104, 106,
107, 204, 207, 501, 703, 805, 302 and 801/802, located in the
building owned by 2720 Wisconsin Avenue Cooperative .
Association, Inc., a District of Columbia Corporation (the
*““Cooperative’’) to the Cooperative, its successors and assigns.
s/ Aleksandrs V. Laurins
Aleksandrs V. Laurins
Sworn to and subscribed before me
this 24th day of October, 1979.
s/ Annie Nobilione
Notary Public
My Commission Expires: 6/29/82
l4la
Appendix 17
EXHIBIT B
ASSIGNMENT
I, Aleksandrs V. Laurins, acting pursuant to the direction
of the court as set forth in its Judgment dated April 27, 1979,
and with reference to the Stipulation of even date herewith,
annexed hereto and made part hereof, as parent and next friend
of Kimberly Laurins, do hereby convey, assign, release and
quitclaim, on behalf of Kimberly Laurins, any right, title and
interest that she may have in apartment units 801/802 located
-in a building owned by 2720 Wisconsin Avenue Cooperative
Association, Inc., a District of Columbia corporation (the
**Cooperative’’) to the Cooperative, its successors and assigns.
s/ Aleksandrs V. Laurins
Aleksandrs V. Laurins
Sworn to and subscribed before me
this 24th day of October, 1979.
s/ Annie Nobilione
Notary Public
My Commission Expires: 6/29/82
ual
142a
Appendix 17
EXHIBIT C
ASSIGNMENT
I am an officer of Wisconsin Avenue Associates, Inc. and
on its behalf take the following action:
Now, therefore, acting pursuant to the direction of the cour
as set forth in its Judgment dated April 27, 1979, and Orders
of August 10 and September 14, 1979, and with reference to the
Stipulation of even date herewith, annexed hereto and made part
hereof, do hereby convey, assign, release and quitclaim, on behalf
of Wisconsin Avenue Associates, inc., a District of Columbia
corporation, any right, title and interest that it may have in or
to the Apartment units, identified as numbers 103, 104, 106, 107,
204, 207, 501, 703, 805, 302 and 801/802, located in the building
owned by 2720 Wisconsin Avenue Cooperative Association, Inc.,
a District of Columbia corporation (the ‘‘Cooperative’’) to the
Cooperative, its successors and assigns.
s/ Charlene Badin
Name:
Title:
Sworn to and subscribed before me
this 25th day of October, 1979.
s/ Betsy Waldrin
Notary Public
My Commission Expires: 7/1/82
143a
Appendix 17
EXHIBIT D
ASSIGNMENT
I am the President of Co-Op Investment Bankers G/P, Inc.,
General Partner of Co-Op Investment Bankers, a Maryland
Limited Partnership, and am fully authorized on their behalf to
take the following action:
NOW, THEREFORE, acting pursuant to the direction of
the court as set forth in its Judgment dated April 27, 1979, and
Orders of August 10 and September 14, 1979, and with reference
to the Stipulation of even date herewith, annexed hereto and made
part hereof, do hereby convey, assign, release and quitclaim on
behalf of Co-Op Investment Bankers, a Maryland limited
partnership, any liens upon each of the individual apartment units
and accompanying Mutual Ownership Contracts, identified as
numbers 103, 104, 106, 107, 204, 207, 501, 703, 805, 302 and
801/802, located in the building owned by 2720 Wisconsii. Avenue
Cooperative Association, Inc., a District of Columbia corporation
(the ““Cooperative’’), its successors and assigns.
This release shall have no reference to, and is not to be
construed as affecting the security interest of Co-Op Investment
Bankers in the mentioned apartment units to the extent those units
represent a share of the master or wrap-around mortgage in the
principal amount of $945,000, dated December 6, 1974, referred
to in paragraph 1(b)(1) of the aforesaid Stipulation. It is further
specifically understood that each said apartment unit does not
become additional security pursuant to the provision of said
mortgage until the sale of said unit.
s/ Clarence Sandforth
RST eS
Appendix 17
I am the President of the Gold Depository and Loan
Company, Incorporated, a Nevada corporation, and on its behalf
take the following action:
NOW, THEREFORE, acting pursuant to the direction of
the court as set forth in its Judgment dated April 27, 1979, and
Orders of August 10 and September 14, 1979, and with reference
to the Stipulation of even date herewith, annexed hereto and made
part hereof, do hereby convey, assign, release, and quitclaim on
behalf of The Gold Depository and Loan Company, Incorporated,
a Nevada corporation, its subordinate liens held in security of
loans made on October 6, 1976 and January 6, 1978 against the
apartment units and accompanying Mutual Ownership Contracts,
identified as numbers 103, 104, 106, 107, 204, 207, 501, 703, 805,
302 and 801/802, located in the building owned by 2720 Wisconsin
Avenue Cooperative Association, Inc., a District of Columbia
corporation (the ““Cooperative’’), its successors and assigns.
s/ Clarence Sandforth-Pres.
Name:
Title:
Sworn to and subscribed before me
this 24th day of October, 1979.
s/ Annie Nobilione
Notary Public
My Commission Expires: 6/29/82
146a
APPENDIX 18 — CIVIL APPEAL STATEMENT BY GOLD
DEPOSITORY AND LOAN COMPANY, INC. IN THE
DISTRICT OF COLUMBIA COURT OF APPEALS.
DISTRICT OF COLUMBIA COURT OF APPEALS
- Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC,, et al.,
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
CIVIL APPEAL STATEMENT OF THE GOLD DEPOSITORY
AND LOAN COMPANY, INCORPORATED
The Gold Depository and Loan Company, Incorporated, for
its Civil Appeal Statement, respectfully refers the Court to the
companion Civil Appeal Statement of Appellant-defendants,
Wisconsin Avenue Associates, Inc., et al., filed this day with the
Court, and incorporated herein and made part hereof by reference.
A copy of the notice of appeal is annexed hereto. Counsel
certifies that the appeal herein is taken in good faith and not for
purposes of delay. The party represented by counsel is prepared
immediately to take all steps to complete the appeal.
FE Be OP ae oe a ae SP, to
"= al . > /
s/ John H. MacVey
John H. MacVey, No. 78097
1718 P Street
Suite T-2
Washington, D.C. 20036
(301) 652-2996
Attorney for The Gold Depository
and Loan Company Incorporated
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing Civil Appeal
Statement of The Gold Depository and Loan Company,
Incorporated was mailed postage prepaid this 29th day of October,
1979 to Richard A. Hibey, Esquire and Robert B. Wallace,
Esquire, Surrey and Morse, 1156 15th Street, N.W., Washington,
D.C. 20005, attorneys for plaintiffs.
s/ John H. MacVey
John H. MacVey
a 7m” Sa , ae
Pies
148a
Appendix 18
DISTRICT OF COLUMBIA COURT OF APPEALS
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
NOTICE OF APPEAL
Notice is hereby given that The Gold Depositc-y and Loan
Company, Incorporated (GDLC) appeals to the District of
Columbia Court of Appeal from the (1) Findings of Fact,
Conclusions of Law and order for Civil Contempt and Preliminary
Injuction, dated August 10, 1979 (entered August 13, 1979), and
(2) order, dated September 14, 1979, denying GDLC’s Motion
to amend the Judgment and order of the Court of August 10,
1979, and entered August 13, 1979.
Names and addresses of attorneys
for parties to be served:
Jay L. Westbrook, Esquire
Richard A. Hibey, Esquire
Robert Wallace, Esquire
Surrey and Morse
1156 15th Street, N.W.
Washington, D.C. 20005
150a
Appendix 18
DISTRICT OF COLUMBIA COURT OF APPEALS
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
CIVIL APPEAL STATEMENT OF APPELLANT-
DEFENDANTS, WISCONSIN AVENUE ASSOCIATES, INC.,
et al.
1. NATURE OF CASE
This matter arose as a post-judgment proceeding when
plaintiffs, 2720 WISCONSIN AVENUE COOPERATIVE
ASSOCIATION, INC., et al. (““Cooperative’’), charged the
defendants, WISCONSIN AVENUE ASSOCIATES, INC., et al.,
and THE GOLD DEPOSITORY AND LOAN COMPANY
INCORPORATED, (““GDLC”’), not a party to the action, with
violation of a final judgment and injunction order entered against
the defendants on April 27, 1979, prohibiting, inter alia, the sale
or lease of certain apartment units located in a cooperative
rN SP
1Sla
Appendix 18
apartment complex at 2720 Wisconsin Avenue, N-:W.,
Washington, D.C. '
Specifically, plaintiffs alleged that (1) GDLC was controlled
and operated by defendant, A. V. Laurins, and as such was bound
by the same injunction that the latter was in reference to the
prohibition against sale or lease of the mentioned apartment units,
the injunction being directed and extending to ‘‘all those in active
concert”’ with the main defendants, and thus, (2) when GDLC
which held second-trust notes against nine of the units endeavored
to foreclose on the indebtedness — it was, assertedly, in violation
of the injunction. The Court, per Judge Stewart, found for the
plaintiffs.
2. METHOD OF DISPOSAL IN TRIAL TRIBUNAL
The proceeding was instituted upon the issuance against
defendants and GDLC of an order to show cause why they should
not be held in contempt, and was disposed of on the pleadings,
the introduction of documentary evidence, and oral hearings.
3. RELIEF GRANTED BY TRIAL TRIBUNAL
a. The court found defendant A. V. Laurins in civil contempt
for non-compliance with the said judgment order of April 27,
1979. It held that he might purge himself of the contempt by
releasing all claims that he and those acting in concert with him
had in the aforementioned apartment units.
1. The final judgment and order of April 27, 1979 is already before this
Court pursuant to an appeal filed May 24, 1979 (Appellate No. 79-631).
6
Pp &
Pe Sete i
152a
Appendix 18
b. The Court also ordered that:
(1) GDLC refrain from taking any further action with
respect to its foreclosure proceeding.
(2) Defendants and GDLC tender to plaintiffs the
originals of the Mutual Ownership Contracts for the apartments,
and to purge from the records of the Recorder of Deeds for the
District of Columbia any claim to ownership in said units.
(3) A. V. Lauruins execute an instrument drafted by
plaintiff releasing all claims that he and those in active concert
with him might have in the apartment units.
4 RELIEF DENIED BY TRIAL TRIBUNAL
The Court rejected GDLC’s right to proceed with the
foreclosure action as aforesaid, or to assert any further claims
against the apartment units.
5. DATE OF DECISION
August 10, 1979 (entered August 13, 1979).
6. POST DECISIONS MOTIONS
Motion to Amend Judgment and Order filed pursuant to SCR
5%e) was denied September 14, 1979.
7. NOTICE OF APPEAL
Notice of Appeal was filed October 12, 1979. Copy of said
notice is attached hereto.
8. COUNSEL
E. Leo Backus, Esquire Attorney for
8401 Connecticut Avenue Appellant-defendants
Suite 700
Washington, D.C. 20015
(301) 652-2996
Richard A. Hibey, Esquire Attorneys for
Robert B. Wallace, Esquire Appellee-plaintiffs
Surrey and Morse
1156 15th Street, N.W.
Washington, D.C. 20005
(202) 331-4000
9. CERTIFICATE OF COUNSEL
The undersigned hereby certifies that the within appeal is
taken in good faith and not for purposes of delay. the party
represented by counsel is prepared immediately to take all steps
to complete the appeal.
10. ISSUES PRESENTED FOR REVIEW
a. Whether the court erred
(1) in holding defendant Laurins in civil contempt by
reason of the GDLC foreclosure action.
(2) in enjoining GDLC from enforcing its foreclosure
action.
(3) in requiring all those ‘‘in active concert’’ with Mr.
Laurins to release all claims that they had against the apartment
oe Stn
1S4a
Appendix 18
units, and in conjunction therewith to relinquish possession of
the Mutual Ownership Contracts, which had been pledged as
security for loans made against the units.
(4) in holding that the service of process purporting to
initiate the proceeding was valid and proper, and sufficient to
permit the Court to acquire jurisdiction over the parties.
b. Whether the liens held by GDLC and its parent company,
CO-OP INVESTMENT BANKERS (CIB), against the units in
question, which pre-deted the restraining order, represented valid
claims.
c. Whether the restraining order of April 27, 1979 had
retroactive application.
d. Whether, if it did have retroactive application so as to
abridge or nullify the above-mentioned pre-existing liens of GDLC
and CIB, such a restraining order would be constitutionally valid.
¢. Whether the restraining order of April 27, 1979 prohibited
the right to assert and pursue legal claims — claims such as the
instant foreclosure action — utilizing the normal process of the
law.
f. Whether, if it did so prohibit, such a restraining order
would be violative of fundamentai rights.
g- Whether the pursuance of a foreclosure action in the
circumstances of this case, and the ambiguities inherent in the
restraining order, alluded to in paragraphs b, c, d and e above,
may properly be construed as a willful violation of an injunction
and contempt of court.
il en Oe ie Oy tae . Te” me {> =. Pa Bad ty os
15Sa
Appendix 18
11. RELIEF SOUGHT
The Court’s order of August 10, 1979 should be set aside,
and the action dismissed.
a. The contempt conviction of defendant Laurins should be
set aside.
b. The preliminary injunction restraining GDLC from
proceeding with its foreclosure action should be lifted.
c. The Mutual Ownership Contracts should be returned to
GDLC and CIB.
d. The documents releasing all claims against the units should
be returned and declared as of no force or effect.
Respectfully submitted,
s/ E. Leo Backus,
E. Leo Backus, No. 057562
8401 Connecticut Avenue
Suite 700
Washington, D.C. 20015
(301) 652-2996
Attorney for Defendants
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing Civil Appeal
Statement of Appellant-Defendants, Wisconsin Avenue Associates,
Inc., et al., was mailed postage prepaid this 29th day of October,
157a
Appendix 18
DISTRICT OF COLUMBIA COURT OF APPEALS
Civil Action No. 2583-76
Civil I - Judge Stewart
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et al.,
Plaintiffs,
v.
WISCONSIN AVENUE ASSOCIATES, INC., et al.,
Defendants.
NOTICE OF APPEAL
Notice is hereby given that Wisconsin Avenue Associates,
Inc., VAL Management Company, Inc., Metropolitan Mortgage
Bankers, Inc., Aleksandrs V. Laurins, James G. Norman,
Charlene Baden, Carol A. Tompkins, Wayne A. Chasen, Real
Estate Equity Management, Inc., Scenic Travel, Inc., Real
Development Management, Inc., and Conference Management
Group, Inc. appeal to The District of Columbia Court of Appeals
from the (1) Findings of Fact, Conclusions of Law, and Order
for Civil Contempt and Preliminary Injunction, dated August 10,
1979 (entered August 13, 1979), and (2) Order, dated September
14, 1979, denying defendants’ Motion to Amend the Judgment
and Order of the Court of August 10, 1979, and entered August
13, 1979.
Appendix 18
Names and addresses of attorneys
for parties to be served:
Jay L. Westbrook, Esquire
Richard A. Hibey, Esquire
Robert Wallace, Esquire
Surrey and Morse
1156 15th Street, N.W.
Washington, D.C. 20005
s/ E. Leo Backus
E. Leo Backus, No. 057562
Attorney for Wisconsin Avenue
Associates, Inc., VAL
Management Company, Inc.,
Metropolitan Mortgage Bankers,
Inc., Aleksandrs V. Laurins,
James G. Norman, Charlene
Baden, Carol A. Tompkins,
Wayne A. Chasen, Real Estate
Equity Management, Inc., Scenic
Travel, Inc., Real Development
Management, Inc., Conference
Management Group, Inc.
8401 Connecticut Avenue Suite
700
Washington, D.C. 20015
(301) 652-2996
i
APPENDIX 19 — REPLY BRIEF BY GOLD DEPOSITORY
AND LOAN COMPANY, INC., IN THE DISTICT OF
COLUMBIA COURT OF APPEALS
IN THE DISTRICT OF COLUMBIA
COURT OF APPEALS
C.A. No. 79-1102
GOLD DEPOSITORY AND LOAN COMPANY, INC.
Appellants,
v.
WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., ET AL.,
Appellees
and
C.A. No. 79-1103
WISCONSIN AVENUE COOPERATIVE ASSOCIATES, INC.,
ET AL.,
Appellants
v.
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., ET AL.,
: a Gay 2k r |
_" at ¥ - ——s ey 2) See " apes ta, OF = ee 2 lati)
Ee a a eat jkenane t ¥ so
“yy a” tA}
THE
DEPOSITORY AND LOAN COMPANY, INCORPORATED
JOHN H. MACVEY
- 8401 Connecticu: Avenue
(301) 652-2996
Attorney for Appellants
Washington, D.C. 20015
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Appendix 19
IN THE DISTRICT OF COLUMBIA
COURT OF APPEALS
C.A. No. 79-1102
C.A. No. 79-1103
GOLD DEPOSITORY AND LOAN COMPANY, INC.
Appellants,
v.
WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., ET AL.,
os
and
WISCONSIN AVENUE ASSOCIATES, INC., ET AL.,
Appellants,
Vv.
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., ET AL.,
Appellees
APPEAL FROM THE SUPERIOR COURT OF THE DISTRICT
OF COLUMBIA
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162a
Appendix 19
REPLY BRIEF FOR APPELLANTS THE GOLD
DEPOSITORY AND LOAN COMPANY, INCORPORATED
Counsel for appellant, The Gold Depository and Loan
Company, Incorporated, (hereafter GDLC) having read the
various briefs and having personally reviewed the entire record
(except the depositions of Plaintiffs) before this court in Appellate
No. 79-631 and this appeal, respectfully submits the following
reply.
1. The litigation involved in Appellate No. 79-1102 and No,
79-1103 is a development from the extensive litigation involved
in Appellate No. 79-631 and the injunction issued by Judge Stewart
in the main litigation (D.C. Superior Court Civil Action No.
2583-76) now on appeal in Appellate No. 79-631.
The record on appéal of Appellate No. 79-1102 and No.
79-1103 is included physically with the record on appeal of
Appellate No. 79-631.
Counsel for GDLC, believes that the various briefs already
filed by all parties in Appellate No. 79-631, No. 79-1102 and
79-1103 state the relevant facts so that a further factual statement
is not required. However, counsel for appellant GDLC respectfully
submits that the record on appeal of Appellate No. 79-621 is also
legally included in the record on appeal of Appellate No. 79-1102
and No. 79-1103.
2. Counsel for GDLC points out that, if appellants Wisconsin
Avenue Associates, Inc., et al., win their appeal in Appellate No.
79-631 so that Judge Stewart was wrong in rescinding the
agreements concerning the eleven apartment units in dispute, then
GDLC acted properly. In that event, the order by Judge Stewart
4 on.
ae
163a
Appendix 19
on appeal in this appeal No. 79-1102 enjoining GDLC from
asserting its liens against the Mutual Ownership Contracts for
the eleven disputed units should be reversed.
3. In any event, counsel for GDLC respectfully submits that
the issue on appeal in Appellate No. 79-1102 has been made
unnecessarily complex by opposing counsel. To counsel for GDLC,
the question originally was and still is: what actions were enjoined
by sudge Stewart in the main litigation in the court below?
4. The record and judicial opinions make clear that
defendants in the origina! action in the court below were enjoined
**. .. from performing any act designed to accomplish the sale
or further leasing of . . .: the eleven named units for which Judge
Stewart directed rescission. (Appendix of Appellants, No. 79-631,
p. 34, p. 66).
5. Counsel for GDLC submits that the quoted language
clearly and unambiguously enjoins Wisconsin Avenue Associates,
Inc., et al, from doing any further acts after June 27, 1978 designed
to carry out the power of sale and further leasing granted to
Wisconsin Avenue Associates, Inc., in 1974 by 2720 Wisconsin
Avenue Cooperative Association, Inc., with respect to the eleven
specifically named units — and does not enjoin any other acts.
Copies of a sample Mutual Ownership Contract for one of the
named units and of the assignment Agreement dated December
6, 1974, granting such power of sale to Wisconsin Avenue
Associates, Inc., are attached hereto as Exhibits 1 and 2.
6. Counsel for GDLC submits that the words, ‘‘sale or
further leasing’, do not have any esoteric or special meaning in
the context of this case and do have their ordinary and usual
meaning. Accordingly such words do not include any act to enforce
a lien or secured interest existing prior to issuance of Judge
164a
Appendix 19
Stewart’s injunction first issued on June 27, 1978 and made
permanent on April 27, 1979.
For example, Judge Stewart held the wrap-around mortgage
securing the $945,000.00 promissory note valid except for four
paragraphs. Counsel submits that Wisconsin Avenue Associates,
Inc. clearly was and is not restrained by the quoted language from
taking action to foreclose on said eleven units for a material breach
of the secured $945,000 deed of trust by appellee, 2720 Wisconsin
Avenue Cooperative Association, Inc.
7. Similarly, all GDLC was trying to do was to enforce its
pre-existing liens on the mutual ownership contracts for the said
elevon apartment units. Accordingly, counsel for CDLC regards
the question of “‘privity’’ as irrelevant to isi: appeal.
8. In effect, Judge Stewart held the pre-existing liens which
GDLC wanted to enfore to be invalid. Counsel for GDLC submits
that such opinion by Judge Stewart was arbitrary, unreasonable
and capricious. The validity of the liens claimed by GDLC was
never litigated in Civil Action 2583-76 and therefore is not an
issue in the main appeal, No. 79-632; and was not litigated in
hearings before Judge Stewart, who summarily stated in the August
2, 1979 hearing without argument or evidence that the eleven
mutual ownership contracts could not be used to secure a loan.
(Appendix of Appellees, No. 79-1102 and No. 79-1103, p. 136).
This summary statement by Judge Stewart, however, is not
contained in Judge Stewart’s oral opinion made on August 2,
1979 or, in his subsequent written order (See, Appendix of
Appellees, No. 79-102, pp. 140-143).
Wisconsin Avenue Associates, Inc., borrowed money from
an affiliated organization in order to perform its obligations under
Pa, agraph 3 of the assignment Agreement and gave the eleven
Appendix 19
mutual ownership contracts as security for such loan. Each Mutual
Ownership Contract, by paragraph 1, makes clear that restrictions
against transfer or rental shall not apply to Wisconsin Avenue
Associates, Inc., or to any lender.
Counsel for GDLC submits that the unrestricted >ower to
sell to anyone includes the lesser power to hypothecate or pledge
the Mutual Ownership Contracts to secure a loan for the purpose
of enabling Wisconsin Avenue Associates, Inc., to perform its
obligations to the cooperative under Paragraph 3 of the assignment
Agreement dated December 6, 1974.
CERTIFICATE OF SERVICE
I certify that a copy of the foregoing Reply Brief for
Appellants was mailed postage prepaid this 3rd day of April, 1981
to Richard A. Hibey, Anderson, Hibey, Nauheim and Blair, 1605
New Hampshire Avenue, N.W.. Washington, D.C. 20009 and
Robert B. Wallace, Surrey and Morse, 1156 Fifteenth Street,
N.W., Washington, D.C. 20005 attorneys for Appellees.
s/ John H. MacVey
John H. MacVey
ra Poa i Tey te te A wa a, a? 24
APPENDIX 20 — PETITION FOR REHEARING AND FOR
REHEARING EN BANC BY DISTRICT OF COLUMBIA
COURT OF APPEALS
DISTRICT OF COLUMBIA COURT OF APPEALS
No. 79-1102
GOLD DEPOSITORY AND LOAN COMPANY, INC.
Appellant,
v.
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., et. al.
Appellees.
APPEAL FROM THE SUPERIOR COURT OF
THE DISTRICT OF COLUME. .
PETITION FOR REHEARING AND FOR REHEARING EN
BANC
The Gold Depository and Loan Company, Ir.., requests
rehearing of the Court’s decision of February 2, 1982, Part VII
and Part IX thereof, entered in the above entitled appeal.
The three judge panel held that The Gold Depository and
Loan Company, Inc. (hereafter called GDLC), was properly
enjoined from enforcing liens held by GDLC against the eleven
apartment units involved in this appeal because GDLC was in
privity with Aleksandrs V. Laurins. (Part [X of the Court’s
ke
167a
Appendix 20
The three judge panel also stated that the 11 mutual ownership
contracts on which GDLC held the liens which it sought to enforce
had been “* . . . pledged . . . in clear violation of the assignment
agreement ...”’ (Part VII of the Court’s opinion).
The three judge panel brushed off the principal contention
by GDLC that GDLC had valid liens on the 11 mutual ownership
contracts which it could properly enforce by foreclosure. The fact
is that the Superior Court and the three judge panel never decided
the question whether the liens held by GDLC were or were not
valid. Whether or not Wisconsin Avenue Associates, Inc., might
have violated its assignment agreement with the Cooperative
association does not necessarily invalidate the liens clearly held
by GDLC against the 22 mutual ownership contracts.
The point was clearly made at pages 3 and 4 in the Reply
Brief of GDLC filed in this appeal on April 3, 1981, as follows:
7. Similarly, all GDLC was trying to do was to
enforce its pre-existing liens on the mutual
ownership contracts for the said eleven apartment
units. Accordingly, counsel for GDLC regards the
question of ‘‘privity’’ as irrelevant to this appeal.
8. In effect, Judge Stewart held the pre-existing
liens which GDLC wanted to enforce to be invalid.
Counsel for GDLC submits that such opinion by
Judge Stewart was arbitrary, unreasonable and
capricious. The validity of the liens claimed by
GDLC was never litigated in Civil Action 2583-76
and therefore is not an issue in the main appeal,
No. 79-631; and was not litigated in hearings before
Judge Stewart, who summarily stated in the August
2, 1979 hearing without argument or evidence that
Appendix 20
the eleven mutual ownership contracts, could not
be used to secure a loan. (Appendix of Appellees,
No. 79-1102 and No. 79-1103, p. 136) This
summary statement by Judge Stewart, however,
is not contained in Judge Stewart’s oral opinion
made on August 2, 1979 or in his subsequent
written order (See, Appendix of Appellees, No.
79-102, pp. 140-143).
Wisconsin Avenue Associates, Inc., borrowed
money from an affiliated organization in order to
perform its obligations under Paragraph 3 of the
assignment Agreement and gave the eleven mutual
ownership contracts as security for such loan. Each
Mutual Ownership Contract, by paragraph 1,
makes clear that restrictions against transfer or
rental shall not apply to Wisconsin Avenue
Associates, Inc., or to any lender.
Counsel for GDLC submits that the
unrestricted power to sell to anyone includes the
lesser power to hypothecate or pledge the Mutual
Ownership Contracts to secure a loan for the
purpose of enabling Wisconsin Avenue Associates,
Inc., to perform its obligations to the cooperative
under Paragraph 3 of the assignment Agreement .
dated December 6, 1974.
Failure to consider this principal contention by GDLC means
that GDLC is being deprived of its property without due proces:
of law in violation of the Constitution of the United States.
169a ]
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Appendix 20
CONCLUSION
For the foregoing reasons, rehearing or rehearing en banc
of the Court’s decision should be granted.
Respectfully submitted,
s/ John H. MacVey
John H. MacVey
Attorney for The Gold Depository
and Loan Company, Inc.,
8401 Connecticut Avenue,
Suite 700
Washington, D.C. 20815
(301) 652-2996
CERTIFICATE OF SERVICE
I certify that a copy of the foregoing Petition for Rehearing
and for Rehearing en banc was mailed postage prepaid this /6th
day of February, 1982 to Richard A. Hibey, Anderson, Hibey,
Nauheim and Blair, 1605 New Hampshire Avenue, N.W.,
Washington, D.C. 20009 and Robert B. Wallace, Surrey and
Morse, 1156 Fifteenth Street, N.W., Washington, D.C. 20005,
attorneys for Appellees.
s/ John MacVey
John H. MacVey
st
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APPENDIX 21 — ORDER DATED FEBRUARY 23, 1982, BY
DISTRICT OF COLUMBIA COURT OF APPEALS DENYING
PETITION FOR REHEARING AND FOR REHEARING EN
BANC
3 DISTRICT OF COLUMBIA COURT OF APPEALS
No. 79-631
WISCONSIN AVENUE ASSOCIATES, INC., ET AL.,
NO. 79-1102
GOLD DEPOSITORY AND LOAN COMPANY, INC.,
NO. 79-1103
WISCONSIN AVENUE ASSOCIATES, INC., ET AL.,_
Appellants,
v. 2583-76
2720 WISCONSIN AVENUE COOPERATIVE ASSOCIATION,
INC., ET. AL.,
Appellees.
BEFORE: Newman, Chief Judge; Kelly, Kern, Nebeker, *Mack,
Ferren, *Pryor, and Belson, Associate Judges.
On consideration of appellants’ petitions for rehearing and
rehearing en banc, it is
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Appendix 21
ORDERED for the merits division* that appellants’ petitions
for rehearing are denied. It appearing that no judge of this Court
has called for a vote thereon, it is
FURTHER ORDERED that appellants’ petitions for .
rehearing en banc are denied. ‘
P'ER CURIAM
Chief Judge Newman and Associate Judge Belson have recused
themselves from participation in this matter.
Copies to:
Honorable William E. Stewart, Jr.
Clerk, Superior Court
E. Leo Backus, Esquire
8401 Connecticut Avenue, #700, 20815
John H. MacVey, Esquire
8401 Connecticut Avenue, #700, 20815
Richard A. Hibey, Esquire
1605 New Hampshire Avenue NW, 20009
Robert B. Wallace, Esquire
1156 15th Street NW, 20004
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