Appendix — Palandjian v. Pahlavi

Supreme Court brief1987

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In the

Supreme Court of the United States.

OCTOBER TERM, 1986.

PETROS A. PALANDIJIAN,

PETITIONER,

ASHRAF PAHLAVI,

RESPONDENT.

Appendix to Petition for a Writ of Certiorari to the

United States Court of Appeals

for the First Circuit.

MATTHEW BROWN

M. FREDERICK PRITZKER

ELIZABETH A. RITVO

JOHN J. WELTMAN

BROWN, RUDNICK, FREED & GESMER

One Federal Street,

Boston, Massachusetts 02110.

(617) 542-3000

Attorneys for Petitioner

BATEMAN & SLADE. INC BOSTON, MASSACHUSETTS

plo fi I.

en ee le

Appendix A

Appendix B

Appendix C

Appendix D

Appendix E

Appendix F

Appendix G

Appendix H

Appendix I

Appendix J

Appendix K

Appendix L

Appendix M

Appendix N

Appendix O

Appendix P

Appendix Q

Table of Contents.

Federal Rules of Civil Procedure, Rule

56, Summary Judgment

Affidavit of Petros A. Palandjian in

opposition to defendant’s motion to

dismiss

Affidavit of plaintiff Petros Palandjian

in opposition to defendant’s motion

for summary judgment

Deposition of Grigor Nazarian

Deposition of Grigor Palandjian

Deposition of Ronald Koven

Amended complaint

Defendant’s motion for summary

judgment

Docket entries

Motion for reconsideration

Motion for reconsideration with allow-

ance thereon from the Court

Order

Per Curiam order of the United States

Court of Appeals for the First Circuit

Supplemental memorandum and order

Opinion of the United States District

Court for the District of Massachusetts

Opinion of the United States Court of

Appeals for the First Circuit

10a

16a

19a

23a

26a

36a

46a

47a

58a

60a

6la

62a

66a

Tla

96a

Appendix A.

Rule 56. Summary Judgment

(a) For Claimant. A party seeking to recover upon a claim,

counterclaim, or cross-claim or to obtain a declaratory judg-

ment may, at any time after the expiration of 20 days from

the commencement of the action or after service of a motion

for summary judgment by the adverse party, move with or

without supporting affidavits for a summary judgment in his

favor upon all or any part thereof.

(b) For Defending Party. A party against whom a claim,

counterclaim, or cross-claim is asserted or a declaratory judg-

ment is sought may, at any time, move with or without support-

ing affidavits for a summary judgment in his favor as to all

or any part thereof.

be served at least 10 days before the time fixed for the hearing.

The adverse party prior to the day of hearing may serve oppos-

ing affidavits. The judgment sought shall be rendered forthwith

if the pleadings, depositions, answers to interrogatories, and

admissions on file, together with the affidavits, if any, show

that there is no genuine issue as to any material fact and that

the moving party is entitled to a judgment as a matter of law.

A summary judgment, interlocutory in character, may be re-

ndered on the issue of liability alone although there is a genuine

iScaw aS to the amount of damages.

(d) Case Not Fully Adjudicated on Motion. If on motion

under this rule judgment is not rendered upon the whole case

or for all the relief asked and a trial is necessary, the court at

the hearing of the motion, by examining the pleadings and the

evidence before it and by interrogating counsel, shall if prac-

ticable ascertain what material facts exist without substantial

controversy and what material facts are actually and in good

faith controverted. It shall thereupon make an order specifying

the facts that appear without substantial controversy, including

the extent to which the amount of damages or other relief is

not in controversy, and directing such further proceedings in

the action as are just. Upon the trial of the action the facts so

specified shall be deemed established, and the trial shall be

conducted accordingly.

(e) Form of Affidavits; Further Testimony; Defense Re-

quired. Supporting and opposing affidavits shall be made on

personal knowledge, shall set forth such facts as would be

admissible in evidence, and shall show affirmatively that the

affiant is competent to testify to the matters stated therein.

Sworn or certified copies of all papers or parts thereof referred

to in an affidavit shall be attached thereto or served therewith.

The court may permit affidavits to be supplemented or opposed

by depositions, answers to interrogatories, or further affidavits.

When a motion for summary judgment is made and supported

as provided in this rule, an adverse party may not rest upon

the mere allegations or denials of his pleading; but his response,

by affidavits or as otherwise provided in this rule, must set

forth specific facts showing that there is a genuine issue for

trial. If he does not so respond, summary judgment, if appro-

priate, shall be entered against him.

(f) When Affidavits are Unavailable. Should it appear

from the affidavits of a party opposing the motion that he

cannot for reasons stated present by affidavit facts essential to

justify his opposition, the court may refuse the application for

judgment or may order a continuance to permit affidavits to

be obtained or depositions to be taken or discovery to be had

or may make such other order as is just.

(g) Affidavits Made in Bad Faith. Should it appear to the

satisfaction of the court at any time that any of the affidavits

presented pursuant to this rule are presented in bad faith or

solely for the purpose of delay, the court shail forthwith order

the party employing them to pay to the other party the amount

of the reasonable expenses which the filing of the affidavits

caused him to incur, including reasonable attorney’s fees, and

any offending party or attorney may be adjudged guilty of

contempt.

Appendix B.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff AFFIDAVIT OF PETROS A.

PALANDIJIAN IN OPPOSI-

v. TION TO DEFENDANT'S

MOTION TO DISMISS

ASHRAF PAHLAVI

Defendant C.A. No. 83-2199-C

I, Petros A. Palandjian, being first duly sworn, do hereby

State and depose:

1. I reside at 22 Wellesley Road, Belmont, Massachusetts.

2. I was born in Iran and in 1966 was a dual national!

American/Iranian citizen in 1966. In 1966, I was the president

of a construction company then located at 56 North Beacon

Street, Watertown, Massachusetts.

3. My brother Leon Palandjian and my parents resided in

Tehran, Iran in 1966. My father, Grigor Palandjian, owned

Yekan Construction Co., Inc. a construction company with its

offices in Tehran, Iran.

4. In June 1966, I first met with the Defendant, Ashraf

Pahlavi. We had several meetings at my office in Watertown,

Massachusetts and at my home in Belmont, Massachusetts.

Ms. Pahlavi also visited the current construction projects of

my company.

5. At these meetings, Ms. Pahlavi discussed with me Iran's

need for trained people such as myself who had extensive

experience in the development and construction of large real

estate projects.

6. During the course of these meetings in Massachusetts,

Ms. Pahlavi and I entered into a contract whereby we agreed

to develop into a holiday resort certain property located on the

Caspian Sea (“the Property”) in Iran. The development was

ultimately known as Kazar Shahr.

7. The terms of the oral contract between Ms. Pahlavi and

myself were as follows:

(a) Ms. Pahlavi was to purchase the property at an

estimated cost of two million ($2,000,000.00) dollars.

(b) I was to invest up to two million ($2,000,000)

dollars in time, equipment, and personnel;

for the purpose of developing and constructing the Caspian

Sea project;

(d) I agreed that the markup on the construction work

performed on the project would be calculated based on

costs plus 15%;

(e) If more than four million ($4,000,000.00) dollars

were needed to fund the project, Ms. Pahlavi agreed to

borrow funds from a bank up to the amount of five hundred

thousand ($500,000.00) dollars;

(f) As lots in the development were sold, any funds

borrowed from a bank would be paid first;

(g) After any bank debt had been paid, Ms. Pahlavi

and I would each be paid for our initial investments, on

a proportional basis, out of any sales generated;

(h) After the payment out of all the above-described

amounts, Ms. Pahlavi and I would split any profits on a

50-50 basis;

(i) | agreed to oversee the development of the Caspian

Sea project from my business office in Watertown, Mas-

sachusetts; I also agreed to visit the project site in Iran

when such visits were necessary. |

8. My brother and I thereafter formed a company named

Abadani Jazayer. Following the formation of this company,

Ms. Pahlavi arranged for title to one million square meters of

ocean front property on the Caspian Sea in Babolsar, Iran to

be transferred to Abadani Jazayer.

9. My brother became the President of Abadani Jazayer;

my brother and father, both residents in Iran, had signature

rights for the company and held 100% of the shares in bearer

form on the following basis: 50% for myself and 50% for the

benefit of Ms. Pahlavi.

10. In June 1966, during the meetings held in Massachusetts,

and described above in paragraph 4, my family and I discussed

with Ms. Pahlavi obtaining the rights to an exclusive dis-

tributorship of Cessna Aircraft in Iran. Subsequently, my fam-

ily obtained the Cessna distributorship in the name of Hoorase-

man Corp. Ms. Pahlavi had a 15% interest in this distributor-

ship.

11. Construction on the Caspian Sea project, known as

Kazar Shahr, began in approximately 1968.

12. From 1966 through July, 1969, I supervised the construc-

tion and development of Kazar Shahr, both visiting the site

and performing work at my Watertown office.

13. In 1970, the Kazar Shahr project was ready for market-

ing.

14. From 1966-1971, I received numerous telephone calls

from Ms. Pahlavi at my home in Belmont and my office in

Watertown. In these calls, we discussed the Kazar Shahr proj-

ect and the work I was performing on the project.

15. Architect Peter Dimeo performed work on the Kazar

Shahr project, at my direction, at his office in Stoneham,

Massachusetts.

16. On information and belief, in late 1970 or early 1971,

Ms. Pahlavi appointed her cousin Shahrair Dadsetan to run

the Cessna distributorship owned by Hooraseman.

17. In 1971, I was visited at my lawyer’s office in Water-

town, Massachusetts by the Mr. Dadsetan, Ms. Pahlavi’s

cousin. Dadsetan, acting on behalf of Ms. Pahlavi, stated that

Ms. Pahlavi wanted the Cessna distributorship for her son

Shahram Pahlavi and that, if I did not release his rights to the

Cessna distributorship, “The Princess would be very upset”.

Fearing the threat expressed to me by Mr. Dadsetan, I signed

papers provided by Dadsetan which effectively turned over

my rights to Cessna distributorship held by Hooraseman. |

signed these papers in Watertown, Massachusetts.

18. In 1972, I received a telephone call at my Belmont

home from Ms. Pahlavi wherein she strongly suggested to me

that my father agree to sell the Hooraseman office building to

her. On information and belief, my father, Grigor Palandjian,

who had also been visited by Ms. Pahlavi’s representative

concerning the sale of the Hooraseman building, subsequently

signed over title to the Hooraseman office building te Ms.

Pahlavi’s agents. He never received payment from the Ms.

Pahlavi for said building.

19. I was never paid by Ms. Pahlavi for any of the monies

due and owing to me from the Kazar Shahr project, for my

interest in Hooraseman, the holder of the Cessna Aircraft dis-

tributorship, and for the value of the Hooraseman building.

20. On August 22, 1983, my father Grigor Palandjian as-

signed to me aii his claims against Ms. Pahlavi or her agents,

employees, servants, representatives, assignees or transferees.

A copy of said Assignment to me is here attached as Exhibit

a. ae

21. On information and belief, Ms. Pahlavi has two resi-

dences in New York: one in 625 Park Avenue and one at 29

Beekman Place. When she visits New York, which she does

on a regular basis, she resides at either of these residences;

Ms. Pahlavi also conduc‘s business from 29 Beekman Place.

Since the mid-1970s, I have visited Ms. Pahlavi numerous

times at both of these dwellings in New York.

Signed under the pains and penalties of perjury.

/s/Petros A. Palandjian

Petros A. Palandjian

COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss. November 30, 1983

Then appeared before me the aforesaid Petros A. Palandjian

who swore that the above statements are true to the best of

his belief and that his execution of this Affidavit is his free

act and deed.

/s/Kenneth A. Korb

Notary Public Kenneth A. Korb

My Commission Expires: 12/20/85

20,74(62)

CERTIFICATE OF SERVICE

I, Elizabeth A. Ritvo, hereby certify that I have this day

served a copy of the within Affidavit of Petros A. Palandjian

in Opposition to Defendant’s Motion to Dismiss by hand de-

livery to Harvey Weiner, Esq., Peabody & Arnold, One

Beacon Street, Boston, MA 02108.

/s/Elizabeth A. Ritvo

Elizabeth A. Ritvo

Dated: November 30, 1983

EXHIBIT “A”

AGREEMENT OF ASSIGNMENT

AGREEMENT OF ASSIGNMENT made at 38 Wellesley

Rd, Belmont, Massachusetts this 22 day of August, 1983 by

and between GRIGOR PALANDIJIAN, Assignor, and PET-

ROS PALANDIIAN, Assignee.

It is understood and agreed that the Assignor, for one ($1.00)

dollar and for other valuable consideration, receipt of which

is hereby acknowledged, had assigned and transferred to the

Assignee all claims and rights which the Assignor now has or

ever has had against Princess Ashraf Pahlavi or her agents,

employees, servants, representatives, assignees or transferees.

Witness:

/s/

Notary Public Grigor Palandjian, Assignor

Seal: G.Palandjian

Witness:

/s/ /s/

Notary Public Petros Palandjian, Assignee

10a

Appendix C.

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff AFFIDAVIT OF PLAINTIFF

PETROS PALANDIJIAN IN

Vv. OPPOSITION TO DEFEND-

ANT’S MOTION FOR SUM-

ASHRAF PAHLAVI MARY JUDGMENT

Defendant

Civil Action No. 83-2199-C

I, Petros A. Palandjian, being first duly sworn, do hereby

State and depose:

1). [reside at 22 Wellesley Road, Belmont, Massachusetts.

2). I am a dual national Iranian/American citizen and have

resided in the United States since 1963. My parents lived in

Tehran, Iran until their departure for the United States in 1978.

Members of my family still live in Iran.

3) Until 1976, the Palandjian family operated Yekan Con-

struction, one of the largest construction companies in Iran.

4) Immediately following the June 1966 visit of the Defend-

ant and my brother Leon Palandjian (hereinafter “Leon”) to

my home in Belmont, Massachusetts, as described in para-

graphs 4-7 and 10 of my Affidavit dated November 30, 1983,

I travelled to Tehran, Iran with Leon and the Defendant Ashraf

Pahlavi (hereinafter Pahlavi’). While in Iran, I obtained ad-

ditional information on the Kazar Shahr development.

5) It was my understanding and belief that Pahlavi wanted

me, rather than Leon, to be her partner in Kazar Shahr and

Cessna so that Leon would have more tim® to attend to

Pahlavi’s other business affairs and travels.

lla

6) I did not ask or insist that Pahlavi enter into a written

agreement with me concerning Kazar Shahr and Cessna be-

cause I feared the request would insult and offend Pahlavi as

a member of Iran’s royal family.

7) In 1967 or 1968, Leon and I were appointed individually

as Cessan Aircraft’s exclusive representatives in Iran. We to-

gether caused the formation of Hooraseman (also known as

“Sky Hoor’’) to operate the Cessna distributorship. From 1966-

1970, I incurred debts exceeding $300,000 to build a hangar

and offices for Hooraseman.

8) Leon was named President of both Abadani Jazayer and

Hooraseman because he was more often resident in Iran that

I was.

9) From 1967 or 1968 to 1971, my father Grigor Palandjian

(hereinafter “Grigor”) had possession of the Hooraseman

shares in his safe in Tehran, Iran in addition to the Abadani

Jazayer shares described in paragraph 9 of my Affidavit of

November 30, 1984.

10) In July 1969, Leon died in an airplane crash in Iran.

11) Following Leon’s death, Pahlavi asked me to assume

the title of President of Abadani Jazayer and Hooraseman and

to move to Tehran to supervise the operations of both com-

panies. | move to Iran in September 1969 and remained there,

with the exception of several visits to the United States, until

late December 1970. During this time, I spoke with Pahlavi

on almost a dairly basis.

12) During 1969-1970, Pahlavi’s secretary Nora frequently

visited the Abadani Jazayer office to keep apprised of the

developments. It was my understanding that Nora reported to

* Pahlavi on the progress of the development.

13) Appended as Attachment “A” is a letter I received from

Nora and a translation of the letter. Said letter in part describes

the on-going work of Abadani Jazayer.

12a

14) The cost of the construction work which I had performed

at Kazar Shahr until February 1971 was valued at $1.7 million.

15) In December of 1970, I had a dispute with Pahlavi

concerning, among other things, the amount of time I spent

in Iran. Also, I informed Pahlavi of two offers to buy Abadani

Jazayer which I had received, one for $10 million and one for

$16 million and of an offer to purchase Hooraseman for $1

million. This dispute and subsequent discussion took place

over several days.

16) My suggestion to Pahlavi that we sell Abadani Jazayer

and Hooraseman angered her. When this topic was discussed

with Pahlavi in Juan les Pins, France, I received a writing

from Pahlavi directing me “never to set foot in Iran as long

as Pahlavi was alive. Appended as Attachment “B” is a copy

of said writing and a translation.

17) Following the dispute with Pahlavi described above in

paragraphs 15 and 16 and my receipt of Pahlavi’s writing

described above in paragraph 16, I did not return to [ran as |

feared for my safety if I did so. I then returned to my home

in Belmont, Massachusetts and continued my supervision of

the Abadani Jazayer and Hooraseman activities from there.

18) In early 1971, I learned that Pahlavi wanted to gain

possession of the Abadani Jazayer and Hooraseman shares

being held by my father in Tehran. I received a telephone call

to my house in Belmont, Massachusetts from my father. He

said that Izadi, Pahlavi’s top assistant, had visited him, de-

manding the shares and threatening him. I told my father not

to do anyth:ng until I spoke with Pahlavi.

19) I spoke with Pahlavi at least twice about her intent to

gain possession of the shares. Pahlavi stated to me that, as |

had held the shares for her, she would now hold the shares

for me.

20) Not wanting any harm to come to my father and relying

on Pahlavi’s statement that she would hold the Abadani Jazayer

l3a

and Hooraseman shares for my benefit, I advised my father

to relinquish the shares to Izadi which he did.

21) Also in 1971, I was vis'ted at my home in Belmont and

my office in Watertown by Dadsetan, Pahlavi’s cousin. As

set forth in paragraph 17 of my November 30, 1983 affidavit

and in supplementation thereof, Dadsetan told me that I either

had to return to Iran at Pahlavi’s request or I had to relinquish

my rights to the Cessna distributorship. I still feared Pahlavi’s

previous threats and was unwilling to agree to return to Iran.

Dadsetan became more belligerent, stating “She wants Cessna

Aircraft. She wants you to give up Cessna if you’re not coming

back” and “I’m sure you won’t want to take a chance and have

something unpleasant happen to your mom, to your dad. They

have a pleasant life’. I called Pahlavi to determine why Dadse-

tan had come to Massachusetts to threaten me. Pahlavi said

that Dadsetan was her representative and that Palandjian was

to do what he said, adding “You don’t have to if you don’t

want to. That’s up to you. You decide”. Pahlavi also said

“Don’t worry about the money. You will get paid.” Following

this conversation and also discussions with my lawyer Robert

Mardirosian, I -igned papers which relinquished my rights to

the Cessna distributorship. I signed these papers out of fear

of the consequences to me and my family if I did not do as

Pahlavi directed.

22) From 1971 through 1982, I remained in contact with

Pahlavi, speaking with her by phone and periodically meeting

with her in Geneva and New York. During these calls and

meetings, I raised the issue of the monies she owed me from

Hooraseman and Abadani Jazayer; she acknowledged her debts

to me and said I would be paid.

23) In 1972, I met Pahlavi in Geneva. I again asked her for

payment. Pahlavi stated she had instructed Izadi to pay me

$1.7 million for the unpaid construction work I performed for

the Kazar Shahr development and I told her I had not received

l4a

any payment from Izadi. To convince me of my error in recom-

mending the sale referred to in paragraph 15, she told me that

the Kazar Shahr project had already made $25 million and

would make in excess of $50 million. She assured me I would

be paid for my construction costs and my share of the profits.

24) The Shah of Iran was deposed in 1978. He died in 1980.

25) Like many other Iranians residing outside Iran, I believed

that the Shah’s family would return to power eventually and

that the royal family through its agents would exercise power

and control while out of power and outside of Iran. In 1983,

I came to believe that the Pahlavis would not be returned to

their former power in Iran and that I could safely commence

litigation of my claims against Pahlavi.

26) In response to Pahlavi’s Requests for Documents, I have

produced to her counsel several hundred documents, including

the distributorship agreements between Cessna Aircraft and

myself, receipts indicating the transfer of the Hooraseman and

Abadani Jazayer shares from my father to Pahlavi’s agent,

corporate documents naming me as president of Abadani

Jazayer and extensive itemizations, made in 1971, of construc-

tion work which had been completed on the Kazar Shahr pro}-

ect.

Signed under the pains and penalties of perjury.

Petros A. Palandjian

lSa

STATE OF FLORIDA

, 2. December , 1984

The above-named Petros A. Palandjian appeared before me

and affirmed that the aforesaid is his free act and deed and

that the facts set forth in this affidavit are true to the best of

his knowledge, information and belief.

Notary Public

My Commission Expires:

20,74(9)

16a

Appendix D.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

VS.

NO. 93-2199-C

ASHRAF PAHLAVI

DEPOSITION OF GRIGOR NAZARIAN, taken pursuant

to Notice under the Federal Rules of Civil Procedure, before

IRMA WIDOMSKI, a Notary Public and Registered Profes-

sional Reporter, in and for the Commonwealth of Mas-

sachusetts, at the Offices of Peabody & Arnold, | Beacon

Street, Boston, Massachusetts, commencing at 11:15 a.m.,

Friday, November 2, 1984.

APPEARANCES:

Brown, Rudnick, Freed & Gesmer

M. Frederick Pritzker, Esq.

One Federal Street

Boston, MA. 02110

For the plaintiff;

17a

Q. When did you last do work on that project?

A. Till then.

Q. That is the beginning of 1971?

A. Yes.

Q. In the beginning of 1971, what had been done on the

project?

A. Most of the site work was done.

Q. By site work, what are you referring to?

A. Earth work, sewers, and lighting, electricity,. Even the

poles.

Q. Were the roads in?

A. Water. Yes. I finished that. The water then the roads, even

all the base course of the asphalt was there.

Now even I remember the central street, which was the

widest street and all that square which was in the middle of

the town was finally asphalt. It had finished course.

Q. Were any of the houses built at that time?

A. No.

Q. Why did you stop work on the project in the beginning of

1971?

A. Because Mr. Sanatizadeh who was introducing

I am interested in who paid you?

Yekan Construction Company.

Only Yekan Construction Company?

As I remember it.

. During the 15 months, what was your title during this 15

months relative to the project?

A. I was the project manager, the head of the design office.

May I add something?

Q. Sure.

A. When you said you finished, how much it was finished,

I forgot to mention that water towers, reservoirs and the wells

QO>O>L

18a

and even all the trees. Most of the trees were installed on the

Site.

Q. The trees?

A. Trees.

Q. Landscaping?

A. Landscaping. Because it was an important factor who was

going to keep the trees alive and so on.

Q. Did you have anything to do with the financial arrange-

ments for the work that was being done?

A. Sometimes, Yekan Company was discussing that

19a

Appendix E.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

VS.

NO. 93-2199-C

ASHRAF PAHLAVI

DEPOSITION OF GRIGOR NAZARIAN, taken pursuant

to Notice under the Federal Rules of Civil Procedure, before

IRMA WIDOMSKI, a Notary Public and Registered Profes-

sional Reporter, in and for the Commonwealth of Mas-

sachusetts, at the Offices of Peabody & Amold, | Beacon

Street, Boston, Massachusetts, commencing at 11:15 a.m.,

Friday, November 2, 1984.

APPEARANCES:

Brown, Rudnick, Freed & Gesmer

M. Frederick Pritzker, Esq.

One Federal Street

Boston, MA. 02110

For the plaintiff;

20a

Q. When did you last do work on that project?

A. Till then.

Q. That is the beginning of 1971?

A. Yes.

Q. In the beginning of 1971, what had been done on the

project?

A. Most of the site work was done.

Q. By site work, what are you referring to?

A. Earth work, sewers, and lighting, electricity,. Even the

poles.

Q. Were the roads in?

A. Water. Yes. I finished that. The water then the roads, even

all the base course of the asphalt was there.

Now even I remember the central street, which was the

widest street and all that square which was in the middle of

the town was finally asphalt. It had finished course.

Q. Were any of the houses built at that time?

A. No.

Q. Why did you stop work on the project in the beginning of

1971?

A. Because Mr. Sanatizadeh who was introducing himself as

the new manager, the new director of the project, he asked

me to give him all the plans and all the information of what

I had on documents.

Q. Did you do that?

A. In the beginning I said you can’t ask me. You have to ask

at least Grigor Palandjian, Bob’s father.

Then I talked to Grigor Palandjian. I called Bob who was

here. I told him what to do. He was threatening us.

Then Bob told me whatever they ask, you have to give them.

Q. Did he tell you why?

A. No. He said it’s an order and do it. Because really, that,

we should do that because it was an order. We had some kind

of respect to the Shar’s family, I say.

2la

Q. What did you do?

A. I went to Mr. Sanatizadeh’s office, I took all the plans,

all the documents, all the models. I gave it to him. That was

the end.

Q. Did you do any further work on the project thereafter?

A. Yes.

Q. When you and Yekan no longer had anything to do with

the project, Kazar Sharh?

A. Mm-hmm.

Q. How did you first hear that you and/or the Company would

no longer be involved in the project?

A. It was my worst day, believe me, of my life when Mr.

Sanatizadeh called me to his office and asked me to stop the

project and bring over whatever I had.

Q. What was your understanding as to who he was?

A. Just I knew he is a representative from, in court, I didn’t

know that he his working for Ashraf because I knew his brother

had some kind of involvement with Shah’s family, the royal

family. That was why I knew he is a representative from them.

But | said I can do nothing. Just I am working and you have

to discuss this matter with Bob Palandjian or his father.

Q. What did Mr. Sanatizadeh say to you?

A. He was threatening me. He was asking me, you have to

bring it over. This is an order which I am personally giving

you. You have to obey.

Q. Did you bring it over?

A. No. I went back to the office and I talked to Mr. Grigor

Palandjian and later I called Bob here.

Q. When you say Bob here, you mean Bol in the United

States?

A. Yes. He told me you do whatever you can. You can't,

what you call it? You can’t oppose them. You can’t keep the

project. If they want, you have to give them.

22a

Q. What else did he say?

A. Nothing. Really I was very embarrassed and very unhappy.

I was embarrassed and unhappy. And he said you can start

other projects which we have. I like still work with you.

Q. What did you and Grigor Palandjian say relative to this

matter?

A. Just I asked what to do. And in the beginning he said no,

he was not really happy of that condition. Then when I talked

to Bob, I wentsto back to him, he agreed.

Q. What did you then do”?

23a

Appendix F.

Volume |

Pages 107

Exhibits 2

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff

VS. DOCKET NO. 83-2199-C

ASHRAF PAHLAVI,

Defendant

DEPOSITION OF GRIGOR PALANDIJIAN, through In-

terpreter, Enoch Lachinian, before Caroline T. Renault, Notary

Public and Certified Shorthand Reporter, pursuant to the Fed-

eral Rules of Civil Procedure, held at the offices of Peabody

& Arnold, One Beacon Street, Boston, Massachusetts, on

Thursday, September 13, 1984, commencing at 10:30 a.m.

APPEARANCES:

Brown, Rudnick, Freed & Gesmer (By M. Frederick Pritzker,

Esq. and Elizabeth A. Ritvo, Atty.), One Federal Street,

Boston, Massachusetts, for the Plaintiff.

Peabody & Arnold (By Harvey Weiner, Esq.), One Beacon

Street, Boston, Massachusetts, for the Defendant.

Milbank, Tweed, Hadley & McCloy (By William E. Jackson,

Esq.), | Chase Manhattan Plaza, New York, N.Y. 10005,

for the Defendant.

ALSO PRESENT: Petros Palandjian and Ellen Loeb, Atty.

24a

MR. PRITZKER: Tell him to please answer the question.

Listen to the question.

Q. I would like you to translate what he said first and then

tell him what Mr. Pritzker said.

A. Your question is what did he say?

Q. He was saying something when Mr. Pritzker interrupted,

and what I would like is the translation of what he was saying

and then a translation of what Mr. Pritzker said.

A. Let me translate up to that point. He delayed, procras-

tinated, and — okay. He wanted to delay and Izzadi insisted

and threatened him saying that, “Don’t you want to live here,”

and he threatened his life, whereupon he called his son, tele-

phoned his son.

Q. Now, do you have a memory of this conversation?

A. Well, that’s what I said. He came to me and that’s —

as I said, he came to me and those were his statements that

had — that would have an effect on anyone.

Q. Do you know what year this was?

A. These last years, last few years, I

A. “Don’t you want to live in this country?”

Q. Those are the first words he said to you?

A. Yes. When I explained it, I had no involvement in that,

it was my son’s thing, not my thing, it was thereafter that he

threatened my life and said that, “We will have you killed.”

Q. Did Mr. Izzadi have an appointment with you?

A. They don’t need an appointment. All — they come and

break down the door and come in.

Q. Did he have an appointment with you?

A. As I said,-when they come, they can come.

MR. PRITZF ER: Would you tell him to answer the question

that is asked?

A. I don’t recall about the appointment. He knew that |

was always there.

25a

Q. But you don’t recall whether or not he had an appoint-

ment?

A. It may be that he had called and came.

Q. Now, what was the first thing that you recall that he

said to you? Did he say “hello”?

Q. Was he there longer than five minutes?

A. Five, maybe. I don’t recall the minutes.

Q. Well, was it more than an hour?

A. No, no, it certainly was not. For that purpose you don’t

need hours. It was a very official visit. He came and went.

He came and left.

Q. What were his exact words?

A. I just told you.

Q. Well, I appreciate if you would tell me again.

A. He said he came and he said, “Give me the Abadani

Jazayer stocks,” and I asked him, “Why should I give them

to you?”

Q. And?

A. And I said, “Those belong to Petros, and he gave them

to me.”

Q. And did Mr. Izzadi tell you why he wanted the shares

of stock?

A. He just said, “Give me the stocks. That’s all I want. If

you and your son and family want to live here without any

danger, give me the stocks.”

26a

Appendix G.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff

VS. Civil Action No. 83-2199-C

ASHRAF PAHLAVI,

Defendant

Washington, D. C.

Friday, October 26, 1984

Deposition of

RONALD KOVEN

a witness in the above-entitled matter, called for examination

by counsel for the plaintiff, pursuant to notice, taken in the

law offices of Milbank, Tweed, Hadley and McCloy, Interna-

tional Square, 1825 I Street, N.W., Washington, D.C., begin-

ning at 5:35 p.m., before Karen Hinnenkamp, a Notary Public

in and for the District of Columbia, when were present on

behalf of the respective parties:

‘She said it was her ‘only revenue source’ and that she had

taken the profits to buy residential and industrial real estate in

Europe. She said she had also held some stocks but had con-

tributed them — $1 million worth — to the Ashraf Pahlavi

Foundation to underwrite scholarships and book publishing.”

Q Do these paragraphs which you have just read accurately

describe the statements made by Ashraf Pahlavi in her interview

with you?

MR. HALLE: Objection as to form.

27a

BY MS. RITVO:

Q. You may answer the question.

A. I don’t know what to do.

Q. That is just a lawyer’s objection for the record. You can

answer the question.

A. Yes:

Q. Did she state to you that her personal fortune was ex-

clusively based on extensive lands she inherited from her

father, Reza Shah, on the shore of the Caspian Sea in Iran?

A. Yes.

Q. Did she state to you that these lands were worth little

when she got them but became extremely valuable after the

oil-sparked real estate boom?

A. Yes.

Q. Did she state to you that her real estate and construction

companies sold 1,400 vacation homes in her development in

Kezer Char?

A. Yes.

Q. How did the topic of Kezer Char come up in your inter-

view?

A. I believe she raised it.

Q. Was there any context that the Princess raised?

A. Yes. The context was to scoff at the reports of a fortune

of incredible proportions and to try to, from her point of view,

bring it down to a reasonable proportion and scale. It seemed

to be an important point to her.

MR. HALLE: I object to the answer. It goes beyond the

queston.

MS. RITVO: I believe it was within the scope of the ques-

tion. But that is an objection for the record, Mr. Koven.

THE WITNESS: Hey, I have nothing. I am not getting a

thing out of this. Let’s not —

28a

BY MS. RITVO:

Q. Did she state to you that her development of Kezer Char

was her only revenue source and that she had taken the profits

to buy residential and industrial real estate in Europe?

A. Yes.

Q. After the article which has been marked Exhibit | ap-

peared in the Globe, did you have any further contact with

Ashraf Pahlavi?

A. Yes.

Q. What was that?

A. Of two kinds. One was that I was informed by her lawyer

that there were people in her entourage who had objected —

MR. HALLE: I object to the answer. It goes beyond the

question. It is not responsive to the question.

BY MS. RITVO: ‘

Q. To satisfy Mr. Halle’s objection —

A. I don’t need this.

Q. — just yes or no, did you have any further contact with

Ashraf Pahlavi after the article appeared in The Boston Globe?

A. Yes.

29a

Princess Ashraf challenges CIA

on corruption, immorality claims

By Ronald Koven

Special to The Globe

PARIS — Princess Ashraf, the late shah of Iran’s tough-

minded twin sister, has challenged the CIA to produce its

evidence — if it has any — of the claims in its classified

reports, now public, of her financial corruption and immorality.

The reports appeared in the 13 volumes of secret Tehran

papers published by the Islamic students who took over’the

US Embassy: the material on Princess Ashraf was printed in

the Jan. 31 edition of The Globe.

In an interview at her sumptuously decorated Paris apartment

overlooking a small park, Iran’s petite Dragon Lady, now 62,

expressed her belief that the CIA had sided with Ayatollah

Ruholah Khomeini against her late brother in an attempt to

“Islamize” the countries of the region against Soviet-inspired

communism.

“These reports show the CIA surely plotted- against my

brother,” she said. “Before seeing them, I would never have

thought so. But,” she alleged, “the CIA made contact with

Khomeini as early as 1977. The West thought that by Islamiz-

ing that whole region — Iran, Afghanistan, Pakistan — it

would serve as a barrier against communism. They feared that

if my brother stayed in power, the country would wind up

going communist because so many people were being edu-

cated.”

The CIA knows better than to accuse her of corruption,

Ashraf said, because she refused a blank check from the US

intelligence agency in 1952 to finance support activities for

her brother’s comeback after he was forced into exile by then

Prime Minister Mohammed Mossadegh.

30a

“IT tore it up: I said, ‘I’m not your agent,’” she recalled,

even though her financial situation during that period of exile

was “precarious” since Mossadegh had frozen her assets. She

said she accepted US and British Intelligence proposals to

work for her brother’s return “because I wanted to end the

Mossadegh dictatorship.”

“The CIA,” she said, “should know whether I was corrupt.

If | were corrupt, I would have accepted their money.”

She said she did not recall the names of the agents involved

in the offer but there must be British and American intelligence

officials of the time who can testify to its veracity.

“A woman with the reputation the CIA wants to give me,”

she said, “could never have attained the status I did,” referring

to her brother’s appointment of her to head the Iranian delega-

tion to the United Nations and her important positions in various

UN women’s and human right’s commissions.

Friends of Ashraf say she has been deeply hurt by the CIA

reports, which she was shown for the first time by The Globe

a week ago.

Ashraf read the CIA reports with tight lips and then said,

“I can’t sue the CIA: They are too strong for me.” Five days

later, she called this reporter back in to say that “if the CIA

has the proof, they should absolutely produce it. They surely

don’t have any.”

What embitters her, the friends say, is that she was in close

contact with CIA representatives over the years, and she as-

sumed that they were friendly to her.

After all, the royal family had accepted a former director

of the CIA, Richard Helms, as ambassador to Iran and was

close to Kermit Roosevelt, who as a young CIA operative was

instrumental in putting the Shah back on the throne in 1953.

The CIA described her as having “‘a greedy nature and nym-

phomaniac tendencies” and described her business activities

as “verging on if not completely illega).” It accused her of in-

3la

fluence-peddling: arranging major business or government ad-

vantages for each of her three husbands; covering up her son

Shahram’s questionable dealings, including the sale of Iranian

national art treasures; and placing her younger lovers in high

positions. One of the CIA reports speaks of “allegations” that

she was involved in drug smuggling, adding that the evidence

was “of course, scanty.”

But, it said, “She has never hesitated to use her influence

to obtain government contracts for her friends and acquain-

tances willing to pay her a fee.” The reports accused her of

having successfully intrigued against each of the shah’s three

wives and suggested, should the shah die unexpectedly, that

she might be a rival for the throne.

Her personal fortune, Ashraf said, was exclusively based

on extensive lands she inherited from her father, Reza Shah,

on the shore of the Caspian Sea in northern Iran. They were

worth little when she got them, she said, but became extremely

valuable after the oil-sparked real-estate boom. She said her

real estate and construction companies sold 1400 vacation

homes in her development of Kezer Char.

She said it was her “only revenue source” and that she had

taken the profits to buy residential and industrial real estate in

Europe. She said she had also held some stocks but had con-

tributed them — $1 million worth — to the Ashraf Pahlavi

Foundation to underwrite scholarships and book publishing.

She now has, she said, “enough to live on, neither more

nor less.” Ashraf maintains staffed households in New York,

Los Angeles, Paris and the French Riviera.

Compared to European royal families, she said, Iran’s

Pahlevi family members are “poor people. All those astronom-

ical numbers that we’re accused of stealing are pure lies. Such

sums are not possible. How do you accumulate such money?”

The Islamic revolutionary government has evaluated the

fortune of the shah’s family abroad at $10 billion.

32a

Ashraf said the only specific accusation against her was that

she had transferred $700,000 to Europe, which she conceded

was true. The money came from the Caspian development,

she said.

She dismissed as “absurd” the “thousands” of stories that

circulated in Tehran about her, such as the allegation that she

had to be paid every time a trucking company made a shipment;

that she held a monopoly on the sale of Kents, once the most

popular cigarette in Iran; that she controlled the sale of heroin

in the country.

If such stories had been true, she said, the current Iranian

government would have produced the evidence.

Aside from denying the allegations about her personal life

in general terms, she said she did not want to go into that. As

for her relations with the shah’s wives, she said. “All three of

them are still alive, thank God. You should ask them what

they think of me. Farah Dibah [the shah’s widow] is still my

sister-in-law and I love her very much. She is really a great

friend.”

She expressed doubt about the allegations concerning her

son Shahram’s dealings, but she said she was too busy to

follow them in detail.

The CIA, she said, had obviously been influenced by her

“legend” stemming from her work “24 hours a day to reinforce

the monarchy when it was so fragile.”” How can a major intel-

ligence agency spend its time listening to such “gossip”? She

said that neither the CIA nor the Israeli intelligence agency,

Mossad, which was highly involved with the shah’s own secret

vervice, SAVAK, had done their work properly in Iran. “They

never warned us that there were so many Moslem fundamen-

talists. They never described the danger to us frem the mullahs.

“How could the CIA not know who the real drug traffickers

were?” she asked. “No one around me was involved in that.

I even used to hate cigarettes. There was never anything like

33a

heroin or opium in my family. No one had a habit.” She said

it was only the things she has been through that induced her

to smoke cigarettes, which she did heavily during the interview.

During both meetings, she was elegantly attired, but com-

pletely in black, apparently in mourning for her brother, who

died July 27, 1980, in Egypt and was buried there. She was

perfectly coiffed with a single gray hair apparent.

Her apartment, in a fashionable section of Paris, has been

decorated in burled wood and gold, with matching furniture.

There is heavy security; her personal bodyguard is a well-dres-

sed burly Korean. There have been attempts on her life, most

recently in September 1977 on the French Riviera, and one of

her sons, a naval captain under the shah, was assassinated in

Paris in 1979.

Ashraf conceded that it had perhaps been a mistake to try

to develop Iran so fast as a Westernized country. “We should

have planned to do it in in 40 years instead of 20.” But, she

recalled, the early years of her brother’s rule were politically

chaotic, and he tried to make up for lost time when “he took

power for himself in the 1960s and could make giant steps.

“If we weren't appreciated,” she said, “it’s not my fault,

but my peopile’s fault, who didn’t understand very well.” Iran

was on the way to becoming “a second Japan,” she said, and

the neighboring Arab countries and the West did not want to

see Iran become so powerful or develop into a major industrial

competitor. “The West was against us; the reds, the blacks

and the whites joined hands to overthrow my brother.

“The Americans are the real culprits,” she said. “They didn’t

support my brother in the difficult moments. If Reagan had

been President instead of Carter, this wouldn’t have happened.

He wouldn’t have sent Gen. Huyser to stop the Army from

expressing itself.”

US Gen. Robert Huyser, the deputy commander of NATO,

was sent to Iran by the Carter Administration to stabilize the

34a

Iranian armed forces during the revolutions and try to consoli-

date them behind Shapour Bakhtiar, the prime minister the

shah designated before he fled Iran.

Carter’s pressure for more civil rights in Iran had caused

“great harm,” Ashraf said. “You can’t grant freedom and demo-

cracy all at once. It’s like opening a dam. Everything gets

swept away by the water. You have to do it gradually.

“The people took advantage to demonstrate in the streets.

It snowballed. The Americans didn’t know it would end like

that. Under Khomeini, all the rights that Carter pressured for

will be completely destroyed.”

Defending her brother’s concentration of resources on the

armed forces, Ashraf said that was the only reason that “what's

left of our Army has been able to defend itself against Iraq.

The victories against Iraq are thanks to my brother.”

She insisted that there had been only 3400 political prisoners

in Iran in the shah’s time. But there were many re-education

and rehabilitation camps for young people who had gone astray,

she said, as there are for delinquents in any country. The

people in those camps were not prisoners, she said, adding

that she did not know how many people were in them. Her

own foundation ran a charitable facility for 900 poor orphan

boys to receive vocational training, she said.

She said that she is now completely out of politics and plays

no role of any kind in the activities of the Iranian political

exiles against the Islamic regime. They all agree on one thing,

she said — the overthrow of Khomeini.

After that, there should be a constitutional monarchy headed

by her nephew, and “I hope to be able to return to my country,

but it won't be very soon. [t won’t even be very soon if the

Opposition groups win on the basis of a constitutional monar-

chy.

“Even after that, I don’t think I would return to Iran for

several years. It would be another atmosphere. I have no place

35a

there. I did what I could; | worked for 50 years for the progress

of my country.

“But now I’m retired. My era has passed. We couldn’t have

done more than we did. I live because I must live until the

day my heart gives out. It will be very hard for whoever returns

to make things normal again. It may take 20, 30 years.”

36a

Appendix H.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff

Vv. AMENDED COMPLAINT

Civil Action

ASHRAF PAHLAVI No. 83-2199-C

Defendant

PARTIES

1. The Plaintiff Petros A. Palandjian is an individual resid-

ing at 22 Wellesley Road, Belmont, MA. The Plaintiff brings

this claim on his own behalf and as assignee of the rights of

his father, Grigor Palandjian, as more specifically set forth

below.

2. The Defendant Princess Ashraf Pahlavi is an individual

with a residence either at 29 Beekman Place, New York City,

New York or 625 Park Avenue, New York City, New York.

She is the twin sister of the late Shah of Iran who was deposed

in 1978.

JURISDICTION

3. The District Court has jurisdiction in the above-captioned

case pursuant to 28 U.S.C., § 1332, the parties being from

different states and the amount in controversy greatly exceeding

$10,000.00. Personal jurisdiction is based on an agreement

for a contract to be partially performed in Massachusetts and

on tortious acts committed in Massachusetts.

37a

FACTUAL ALLEGATIONS COMMON TO ALL COUNTS

4. The Plaintiff, born in Iran, was a dual national American/

Iranian citizen in 1966. He was the president of a construction

company then located at 56 North Beacon Street, Watertown,

MA.

5. The Plaintiff's brother Leon and his parents resided in

Tehran, Iran in 1966. The father, Grigor Palandjian, owned

Yekan Construction Co., Inc. a construction company with its

offices in Tehran, Iran.

6. In June 1966, the Plaintiff first met with the Defendant;

several meetings occurred at the Plaintiff's office in Water-

town, Massachusetts and at his home in Belmont, Massachu-

setts. The Defendant also visited the current construction proj-

ects of the Plaintiff.

7. At these meetings, the Defendant stressed Iran’s need

for trained people such as the Plaintiff who had extensive

experience in the development and construction of large real

estate projects.

8. During the course of these meetings in Massachusetts,

the Plaintiff and the Defendant entered into a contract whereby

they agreed to develop into a holiday resort property located

on the Caspian Sea (“the Property”’) in Iran. The development

was ultimately known as Kazar Shahr.

9. The terms of the contract between the Plaintiff and the

Defendant were as follows:

(a) The Defendant was to purchase the property at an

estimated cost of two million ($2,000,000.00) dollars.

(b) The Plaintiff was to invest up to two million

($2,000,000) dollars in time, equipment, and personnel;

to form a company for the purposes of developing and

constructing the Caspian Sea project;

(d) The Plaintiff agreed that the markup on the construc-

tion work performed on the project would be calculated

based on costs plus 15%;

38a

(e) If more than four million ($4,000,000.00) dollars

were needed to fund the project, the Plaintiff agreed to

borrow funds from a bank up to the amount of five hundred

thousand ($500,000.00) dollars;

(f) As lots in the development were sold, any funds

borrowed from a bank would be paid first;

(g) After any bank debt had been paid, the Plaintiff

and the Defendant would be paid for their initial invest-

ments, On a proportional basis, out of any profits gener-

ated;

(h) After the payment out of all the above-described

amounts, the Plaintiff and the Defendant would split any

profits on a 50-50 basis;

(i) The Plaintiff agreed to oversee the development of

the Caspian Sea project from his business office in Water-

town, Massachusetts; he also agreed to visit the project

site in Iran when such visits were necessary.

10. The Plaintiff and his brother thereafter formed a com-

pany named Abadani Jazayer. Following the information of

this company, the Defendant arranged for title to one million

square meters of ocean front property on the Caspian Sea in

Babolsar, Iran; to be transferred to Abadani Jazayer.

11. The Plaintiff's brother became the President of Abadani

Jazayer; the Plaintiff's brother and father, both residents in

Iran, had signature rights for the company and held 100% of

the shares in bearer form on the following basis: 50% for the

Plaintiff and 50% for the benefit of the Defendant.

12. In June 1966, during the meetings held in Massachu-

setts, and described above in paragraph 6, the Plaintiff and

his family discussed with the Defendant obtaining the rights

to an exclusive distributorship of Cessna Aircraft in Iran. Sub-

sequently, the Plaintiff's family obtained-the Cessna dis-

tributorship in the name of Hooraseman Corp. The Defendant

had a 15% interest in this distributorship.

39a

13. Construction on the Caspian Sea project, known as

Kazar Shahr, began in approximately 1968.

14. From 1966 through July, 1969, the Plaintiff supervised

the construction and development of Kazar Shahr, both visiting

the site and performing work in his Watertown office.

15. In July 1969, the Plaintiff's brother, who had been

assisting in the development of Kazar Shahr and in running

Cessna Aircraft, died in an airplane crash.

16. At the request and insistence of the Defendant, the

Plaintiff in late 1969 moved to Iran to assume his brother’s

responsibilities and to perform on-site supervision of the Kazar

Shahr project. At that time, the Plaintiff became president of

Abadani Jazayer and of Hooraseman. The Plaintiff also came

to hold the bearer shares of Abadani Jazayer and Hooraseman.

17. During the course of the Kazar Shahr project’s construc-

tion, the Plaintiff experienced firsthand the Defendant’s inde-

pendent power within Iran. In late 1969, following a dispute

with the Defendant, the Plaintiff found his lines of credit neces-

sary to the performance of construction on the project cut off

overnight; the Minister of Roads and Finance refused to pay

the Plaintiff for over one million ($1,000,000.00) dollars of

completed construction work. With a resolution of his dispute

with the Defendant, the Plaintiff was paid and his line of credit

was restored.

18. In 1970, the Kazar Shahr project was ready for market-

ing.

19. In late 1970, the Plaintiff met with the Defendant and

stated that he had received substantia! offers to buy Abadani

Jazayer and Hooraseman. The Defendant refused to consider

these offers and, because of this and other disputes, instructed

the Plaintiff never to return to Iran. Fearing for his own safety

and that of family members still residing in Iran and fearing

economic injury to his family’s other business dealings in Iran,

the Plaintiff acceded to the Defendant’s instruction and did

not return to Iran.

40a.

20. Thereafter, the Defendant appointed a replacement for

the Plaintiff to complete the development and marketing of

the Kazar Shahr project. She also appointed her cousin Shahrair

Dadsetan to run the Cessna distributorship owned by Hoorase-

man.

21. Subsequently and following demands from the Defend-

ant’s agents, Grigor Palandjian released the bearer shares of

Abadani Jazayer to the Defendant’s agents.

22. In 1971, the Plaintiff was visited at his lawyer’s office

in Watertown, Massachusetts by the Defendant’s cousin

Dadsetan. Dadsetan, acting as agent for the Defendant, stated

that the Defendant wanted the Cessna distributorship for her

son Shahram Pahlavi and that, if the Plaintiff did not release

his rights to the Cessna distributorship, “The Princess would

be very upset”. Fearing the threat expressed to him by Dadse-

tan, the Plaintiff signed papers provided by Dadsetan which

effectively turned over the Plaintiff's rights to Cessna dis-

tributorship held by Hooraseman. The Plaintiff received no

payment from the Defendant for the Cessna distributorship

which had value in excess of five million ($5,000,000.00)

dollars.

23. In approximately 1972, the Plaintiff and the Defendant

met in Geneva, Switzerland. Although the Defendant had

barred the Plaintiff from returning to Iran and thereby had

prevented his running his business interests personally, the

Defendant assured the Plaintiff that he would be paid for the

construction work done on the Kazar Shahr project and also

for his share of the profits generated by the sale of lots and/or

houses in the project. The Defendant stated that she had in-

structed her chief of operations, Alli Izadi, to pay the Plaintiff

one million seven hundred thousand ($1,700,000) dollars

which sum represented the unpaid portion of construction work

performed on the project by the Plaintiff. She also stated that

the house lots in the development were selling for four to five

o———————~—

4la

times the amount anticipated that the project had already made

twenty-five million ($25,000,000.00) dollars in profits, and

that the profits to be shared would be in excess of fifty million

($50,000,000) dollars. When the Plaintiff requested his share

of the profits, the Defendant stated that he would be paid. The

Defendant also stated that, just as his family once held her

shares in Abadani Jazayer for her benefit, she now held the

Plaintiff's shares for his benefit.

24. Subsequently, the Plaintiff spoke with the Defendant

several times to request that she pay him the monies owed

him from the Kazar Shahr project. :

25. In approximately 1972, Grigor Palandjian was ap-

proached by the Defendant’s agent, Alli Izadi, her chief of

operations. Izadi stated that the Defendant wanted to buy the

building in Tehran, Iran located at 43 Damagan Street in which

the Hooraseman offices were located. The agent also stated

“You are an old man who has already lost one son. You have

a peaceful life with a healthy son left. Your family will be

taken care of. Don’t push your luck.” Thereafter, the Plaintiff

received a telephone call from the Defendant wherein she

stated “You will get paid. Don’t push me.” The Defendant

also suggested to the Plaintiff that his father agree to sell the

Hooraseman office building to her.

26. The Plaintiff Grigor Palandjian signed over title to the

Hooraseman office building to the Defendant’s agents. He

never received payment from the Defendant for said building

valued in excess of one million four hundred thousand

($1,400,000.00) dollars.

27. The Plaintiff, fearing for the life and safety of himself

and his family and also for his and his family’s investments

in Iran, refrained from commencing litigation to enforce his

rights to payment.

28. In 1978, the Defendant’s brother, the Shah of Iran, was

deposed from power and took up residence in Cairo, Egypt.

42a

29. The Plaintiff, like many Iranians residing outside of

Iran, believed that the Shah’s family would return to power

eventually and continued to believe that the Shah’s family

exercised power and control through their agents now outside

of Iran.

30. In 1979, the Plaintiff with his lawyer met with the

Defendant. She asked the Plaintiff to give her additional time

to pay him for the debts owed to him.

31. In July 1980, the Defendant called the Plaintiff at his

Brookline office, stating that her brother, the Shah, was dying

and that as soon as she camesto New York, she would pay

him the monies owed to him. She stated that she would be

arriving in the United States soon.

32. The Defendant has never paid the Plaintiff for any of

the monies due and owing to him from the Kazar Shahr project,

has never paid the Plaintiff for his interest in Hooraseman, the

holder of the Cessna Aircraft distributorship, and has never

paid the Plaintiff or his father for the Hooraseman building.

The Plaintiff believes his damages are in excess of thirty million

($30,000,000.00) dollars.

Count I (Breach of Contract)

33. Plaintiff incorporates the allegations contained above

in paragraphs | through 32 as though herein set forth.

34. By her failure to pay the Plaintiff for his profits in the

Kazar Shahr development and for the construction work per-

formed on said project, and by preventing the Plaintif’ from

returning to Iran to complete the project, the Defendant has

breached the terms of the agreement set forth above in para-

graph %. f

43a

COUNT II (Conversion)

35. Plaintiff incorporates the allegations contained above

in paragraphs | - 32 as though herein set forth.

36. The Defendant through her agent has converted the

Plaintiff's property rights in the Cessna Aircraft distributorship

in Iran, his interest in the Kazar Shahr project, and his father’s

ownership of the Hooraseman office building.

COUNT III (Unjust Enrichment)

37. Plaintiff incorporates the allegations contained above

in paragraphs | through 32 as though herein set forth.

38. The Defendant has obtained rights and title to the Plain-

tiff’s property, as described above, through the exercise of

duress, and has been unjustly enriched by her actions.

39. In equity, the Defendant holds the Plaintiff's shares and

interests in the Kazar Shahr project and the Plaintiff’s interest

in Hooraseman, owner of the Cessna dealership, in a construc-

tive trust for the benefit of the Plaintiff.

COUNT IV (Quantum Meruit)

40. Plaintiff incorporates the allegations contained above

in paragraphs 1-21, 23, and 27-32 as though herein set forth.

41. The Plaintiff performed construction work on the Kazar

Shahr project.

42. The fair and reasonable value of said construction work

performed by the Plaintiff, including labor and materials, is

one million seven hundred thousand ($1 ,700,000.00) dollars.

43. The Plaintiff performed said construction work on the

Kazar Shahr project on the reasonable expectation that he

would be paid.

44a

44. The Defendant knew of the Plaintiff's reasonable expec-

tation that he would be paid for the value of his construction

work prior to her receiving any profits and she permitted the

Plaintiff to perform said construction work without objection

by her.

45. On information and belief, the Defendant has received

profits from the Kazar Shahr project in excess of fifty million

($50,000,000.00) dollars.

46. The Defendant owes the Plaintiff one million seven

hundred thousand ($1,700,000.00) dollars for the fair and

reasonable value of the construction work he performed on

the Kazar Shahr project.

COUNT V (Breach of Fiduciary Duty)

47. Plaintiff incorporates the allegations contained above

in paragraphs 1-24 and 27-32 as though herein set forth.

48. The Defendant has breached her fiduciary duties to the

Plaintiff arising from the contract entered into between the

Plaintiff and Defendant as described above in paragraph 9 and

arising from her holding of the Plaintiff's shares in Abadani

Jazayer and Hooraseman Corp. since at least 1971.

WHEREFORE, the Plaintiffs demands judgment as follows:

1. Under Count I for breach of contract, one million seven

hundred thousand ($1,700,000) dollars for the Piaintiff’s in-

vestment of time, labor and materials on the Kazar Shahr

project and a sum unspecified in amount for his one-half share

of the profits generated by said development.

2. Under Count II for conversion, a sum unspecified in

amount but exceeding thirty million ($30,000,000) dollars.

3. Under Count III for unjust enrichment; an accounting of

the Plaintiff's rights and profits as described above, and an

order by this Court requiring the Defendant to pay to the Plain-

45a

tiff sums which she shall be deemed to have held for his benefit

in a constructive trust since late 1970. In the alternative, the

Plaintiff demands money damages in an amount unspecified

but exceeding thirty million ($30,000,000) dollars.

4. Under Count IV for quantum meruit, one milion seven

hundred thousand ($1 ,700,000.00) dollars for construction per-

formed by the Plaintiff on the Kazar Shahr project.

5. Under Count V for breach of fiduciary duty, a sum un-

specified but exceeding thirty million ($30,000,000) dollars.

Respectfully submitted,

M. Frederick Pritzker

Elizabeth A. Ritvo

Brown, Rudnick, Freed & Gesmer

One Federal Street

Boston, MA 02110

(617) 542-3000

Attorneys for the Plaintiff

Dated: July 19, 1984

20-74(145)

46a

Appendix I.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff

VS. C.A. NO. 83-2199-C

ASHRAF PAHLAVI,

Defendant

DEFENDANT’S MOTION FOR SUMMARY JUDGMENT

Defendant Ashraf Pahlavi moves, pursuant to Fed. R. Civ.

P. 56, for summary judgment on the ground that there is no

genuine issue as to material fact and that she is entitled to

judgment as a matter of law because plaintiff's claims are

barred both by the statute of limitations and by the statute of

frauds.

ASHRAF PAHLAVI,

By her Attorneys,

Harvey Weiner

PEABODY & ARNOLD

One Beacon Street

Boston, MA 02108

(617) 523-2100

47a

Appendix J.

Docket No. 83-2199

Filing Date: 7/28/83 7 ON APPEAL

PLAINTIFFS DEFENDANTS

PETROS A. PALANDJIAN ASHRAF PAHLAVI

CAUSE

CONTRACT — Diversity

Attorneys

M. Frederick Pritzker, Esq. Harvey Weiner, Esq.

Elizabeth A. Ritvo, Esq. Peabody and Arnold

Brown, Rudnick, Freed & Gesmer One Beacon Street

One Federal St. Boston, MA 02108

Boston, MA 02110 §23-2100

542-3000

07 9

Nov. 15 10

48a

PROCEEDINGS

Complaint FILED. Summons issued.

P’s notice of taking deposition of deft on 10-26-83

FILED. cs.

Ltr from Wm. E. Jackson to p’s counsel dtd 08-25-

83 re service on defendant FILED.

P’s motion for appt of special process server AL-

LOWED & FILED. cc/c

Affidavit of service on defendant wso 09-13-83

FILED.

D’s motion to dismiss FILED. cs.

D’s motion for leave to extend time to file brief in

support of motion to dismiss, up to & including | 1-

14-83 FILED. cs.

CAFFREY, CH.J.. re: #7 MOTION AL-

LOWED. cc/cl. .

P’s opposition to motion to extend time FILED.

cs.

Pitff’s motion to reconsider re:#7 FILED. cs.

CAFFREY, CH.J.. re:#9 MOTION DENIED.

cc/cl.

D’s memorandum in support of motion to dismiss

FILED. cs.

D’s affidavit in support of motion to dismiss

FILED. cs.

D’s notice of taking depo of pitff on 11-23-83

FILED. cs.

P’s motion to compel FILED. cs.

P’s motion for protective order and for sequencing

of discovery FILED. cs.

P’s memorandum in support of motion for protec-

tive order and for sequencing and motion to com-

pel FILED. cs.

—

49a

PROCEEDINGS

DATE NR

22 16 P’s motion for extension of time to file a reply

memo to d’s motion to dismiss FILED. cs.

29 17 D?’s opposition to p’s motion for a protective order

FILED. cs.

"18 D’s opposition to p’s motion to compel FILED. cs.

"19 D’s memorandum in opposition to p’s motions to

compel and for a protective order and sequencing

FILED. cs.

: CAFFREY, CH.J., re:# 13 & #14 MOTIONS

DENIED. cc/cl.

30 20 Affidavit of Petros A. Palandjian in opposition to

deft’s motion to dismiss FILED. cs.

"21. Affidavit of Robert M. Mardirosian in opposition

to deft’s motion to dismiss FILED. cs.

Dec. 2 CAFFREY, CH.J. Case called for hearing on all

pending motions; Hearing on deft’s motion to dis-

miss; arguments; Motion taken under advisement.

DecQ1l 22 Pitffs motion to file late FILED. cs.

"23 Pitff’s memorandum in opposition to deft’s motion

to dismiss FILED.

02 24 Deft’s motion to strike part of the affidavit of Rob-

ert Mardirosian submitted by pltff in opposition to

d’s motion to dismiss FILED.

"25 Deft’s motion to strike parts of the affidavit of the

pitff subnuitted by the pltff in opposition to d’s mo-

tion to dismiss FILED.

"26 Deft’s notice of taking depo of pitff on 12-13-83

FILED. cs.

07 27 P’s opposition to deft’s motion to strike affidavit

FILED. cs.

09 28 Ltr to Chief Judge Caffrey dtd 12-08-83 from Atty

Ritvo re: service of s&c on deft FILED.

DATE NR

Dec 20 29

” 30

” 3]

y( ee

1984

Jan06 33

is 35

Feb O1 36

08 37

16 38

50a

PROCEEDINGS

Affidavit of Dominique Pollet (In French) FILED.

Translation of Affidavit of D. Pollet FILED.

Affidavit of Jacques Sales with one page attach-

ment FILED.

D’s notice of taking depo of Robert Mardirosian on

01-04-84 FILED. cs.

Ltr to clerk dtd 01-04-84 from Atty Weiner re:

service in France is insufficient FILED.

Pitff’s response to deft’s request for docu, filed. c/s

P’s notice of taking depo of Ashraf Pahlavi on Jan.

27, 1984 at 11:00 am., FILED. c/s

Ltr to Judge Caffrey from Attys Pritzker & Ritvo

dtd 01-31-84 re: requesting the Court to defer final

consideration on d’s motion to dismiss until p has

filed a supplemental memorandum in opposition to

motion to dismiss FILED.

D’s Ist request for production of documents

FILED. cs.

P’s motion for permission to file supplemental

memorandum FILED. cs. (Supplemental memo

attached)

CAFFREY, CH.J., re:#38 MOTION ALLOWED.

cc/cl.

Mar 08 39 Deft’s motion for permission to file supplementz!

”

memorandum FILED. cs.

CAFFREY, CH.J., re:#39 MOTION ALLOWED.

cc/cl. |

Deft’s supplemental memorandum in support of

motion to dismiss FILED. cs.

Affidavit of Harvey Weiner, with attachments,

FILED.

DATE NR

Sla

PROCEEDINGS

Mar !* 42 Pitff’s response to deft’s supplemental memoran-

19 43

22 44

29 45

Apr02 46

”

May 10 47

May 25 48

Jun 04 49

dum in support of motion to dismiss FILED. cs.

Pitf’s response to deft’s first request for prod of

docu, filed. c/s

P’s notice of deposition of Ashraf Pahlavi at 10:00

a.m. on April 11, 1984, filed. c/s

Deft’s motion for a protective order and memoran-

dum in support of motion attached and FILED. cs.

Plitff’s opposition to deft’s motion for a protective

order FILED. cs

CAFFREY, CH.J., re:#45 MOTION ALLOWED.

cc/cl.

CAFFREY, CH.J..MEMORANDUM AND OR-

DER ENTERED .. . 1) Deft’s motion to dismiss

for lack of personal jurisdiction is denied as to

Counts I and [V. 2) The motion to dismiss is al-

lowed as to those portions of Counts II and III

which relate to the Hooraseman Office Bldg and

denied as to the remainder of Counts II and Iil.

3) Deft’s motion to dismiss for insufficiency of

service is denied. 4) Deft’s motions to strike are

denied. cc/cl, West, Bureau of National Affairs,

NCAI, CCH, MLW, MS, etc.

Deft’s second request for production of documents

FILED. cs.

Stipulation extending time for deft to answer com-

plaint up to and including 06-01-84 FILED. As-

sented to.

Answer of defendant to pltff’'s complaint FILED, cs.

Notice of scheduling conference sent to all coun-

sel. Conference scheduled for June 21, 1984 at

10:00 AM.

DATE NR

Jun 12 51

Jul 17 52

52a

PROCEEDINGS

Pitff’s demand for jury trial FILED, cs.

CAFFREY, CH.J. Case called for Rule 16(b)

scheduling conference; Short form scheduling or-

der attached with Court’s rulings; Pltff to file mo-

tion for summary judgment and supporting memo

by Sept. 21, 1984; Deft. to file opposition and

supporting memo by Oct. 5, 1984. Hearing on

summary judgment motion scheduled'for Oct. 29,

1984 at 11:00AM. Court orders all discovery to

be complete by Oct. 1, 1984.

Joint motion to continue various discovery dates

FILED. Assented to

CAFFREY, CH.J., re:#52 MOTION ALLOWED

BY THE COURT. cc/cl. (Depo of Princess -10-

18-84; motion for summary judgment -1 1-05-84;

‘memo in opposition to s/j-1 1-20-84; hearing on

motion for s/j-12-14-84; discovery deadline-i 1-

15-84.) :

20 53 P’s motion to amend complaint FILED. cs.

: 54

; be

26 56

30 57

Aug 03 58

(Amended complaint attached)

P’s first request for production of documents

FILED. cs.

P’s response to deft’s second request for produc-

tion of docs FILED. cs.

Deft’s opposition to p’s motion to amend com-

plaint FILED. cs.

D’s notice of taking depo of pltff on 08-15-84

FILED. cs.

Deft’s notice of taking depo of Grigor Palandjian

on 09-13-84 FILED. cs.

Bina. «

DATE NR

53a

PROCEEDINGS

Aug 14 59 CAFFREY, CH.J.. MEMORANDUM AND

18 62

24 63

Oct 22 64

23 65

25 66

ORDER ENTERED . . . re:p’s motion to amend

complaint. Pitff’s motion-to amend is hereby AL-

LOWED. AND ALL REFERENCES TO THE

HOORASEMAN OFFICE BUILDING SHOULD

BE AND HEREBY ARE STRICKEN FROM

PLTFF’S AMENDED COMPLAINT. cc/cl.

Bureau of Nat’l Affairs, NCAI, CCH, MLW, etc.

Stipulation extending time to 09-19-84 for deft

to answer p’s request for production of documents

FILED. Assented to.

Deft’s answer to pitff's amended complaint FILED.

cs.

CAFFREY, CH.J., re:#60 STIPULATION AP-

PROVED. cc/cl. .

Deft’s response to pltff’s 1st request for production

of documents FILED. cs.

Pitff’s interrogatories to the defendant FILED. cs.

Notice of Depo of Ronald Koven, 10-26-84 at

5PM. c/s .

Deft’s answers to pltff’s interrogatories FILED. cs.

Deft’s notice of taking depo of Martin Panos on

11-01-84 FILED. cs.

Deft’s notice of taking depo of Ellis Chouinard on

11-01-84 FILED. cs.

Deft’s notice of taking depo of Peter Dimeo on

1 1-02-84 FILED. cs.

Deft’s notice of taking depo of Grigor Nazarian on

1 1-02-84 FILED. cs.

Deft’s notice of taking depo of Boris Kanieff on

1 1-02-84 FILED, cs.

DATE NR

NovOl 71

”

02 72

19 76

26 79

29 82

54a

PROCEEDINGS

Deft’s notice of taking depo of Ronald Koven on

1 1-05-84 FILED. cs.

Joint motion to continue various discovery dates

FILED. Assented to.

CAFFREY, CH.J., re:# 72 MOTION ALLOWED

BY THECOURT. cc/cl.

Deft’s motion for summary judgment and memo-

randum in support of summary judgment attached

and FILED. cs.

Affidavit of Harvey Weiner in support of motion

for s/j) FILED.

Affidavit of Ashraf Pahlavi in support of motion

for s/j FILED.

Pitff’s motion to compel answers to interroga-

tories and memorandum in support of motion

attached and FILED. cs.

Deft’s notice of taking depo of Robert Mardiro-

sian on | 1-27-84 FILED. cs.

Deft’s notice of taking depo of Patricia Pino on

1 1-27-84 FILED. cs.

Deft’s notice of taking depo of Ali Izadi on 12-04-

84 FILED. cs.

Joint motion to continue final discovery date

FILED. Assented to.

Deft’s motion to extend time to 12-17-84 within

which to correct and sign deposition transcript

FILED. CS.

CAFFREY, CH.J., re:'#80 MOTION ALLOWED

BY THE COURT; re:#81 MOTION ALLOWED

BY THECOURT. cc/cl.

Deft’s opposition to pltff’s motion to compel ans-

wers to interrogatories and memorandum in sup-

port of opposition attached and FILED cs.

al ——

5Sa

PROCEEDINGS

DATE NR

Dec. 03 83 Deft’s notice of taking depo of Nancy Spolinza on

Dec. 10, 1984 FILED. cs.

04 CAFFREY, CH.J., re:'#76 MOTION DENIED,

cc/cl.

24 84 Plitff’s opposition to deft’s motion for summary

judgment FILED. cs.

" = Pitff’s affidavit in opposition to deft’s motion for

summary judgment FILED. (UNSIGNED)

‘ 86 Appendix to pltff’s opposition to deft’s motion for

summary judgment FILED.

27 87 P’s notice of taking depo of D.R. Edwards on 01-

08-84 FILED. cs.

88 Pltff’s affidavit in opposition to deft’s motion for

summary judgment FILED.

Jan 10 89 D’s motion for leave to file reply memo to oppo-

sition of pltff FILED. (reply attached) cs.

11 CAFFREY, CH.J., re:'#89 MOTION ALLOWED.

cc/cl.

i 90 Reply memorandum in support of deft’s motion

for summary judgment FILED. cs.

Feb. 01 Notice of motion hearing sent to all counsel. Hear-

ing scheduled for 03/21/85 at 12:15PM.

Feb. 04 91 Pitff's motion for permission to file response to

defts’ reply memorandum FILED. cs. (Response

attached).

7 CAFFREY, CH.J., re:'#91 MOTION ALLOWED

BY THE COURT. cc/cl.

92 Pltff's response to deft’s reply memorandum

FILED. cs.

22 93 P’s motion for continuance of summary judgment

hearing FILED. cs.

DATE NR

Feb 27

Mar 26

Apr 12 94

May 20

May 22

Jun 19

Aug 16 95

19 96

21 97

21 98

21 99

S6a

~ PROCEEDINGS

CAFFREY, CH.J., re:#93 MOTION ALLOWED:

MOTION HEARING RESCHEDULED TO

~MARCH 19, 1985 AT 10:00AM. cc/cl.

Notice of motion hearing sent to all counsel. Hear-

ing scheduled for 04-22-85 at 10:30AM.

Deft’s motion for continuance of summary judg-

ment hearing FILED. Assented to.

CAFFREY, CH.J., re:#94 MOTION ALLOWED.

HEARING SCHEDULED FOR MAY 16, 1985,

AT 11:00AM. cc/cl.

Case transferred to Judge Young. Counsel & court

ran notified.

YOUNG,D.J.: Hearing on Deft’s mtn for S/J re-

scheduled to 6/19/85 at 2:00PM. Counsel noti-

fied by telephone.

YOUNG MOTION SESSION: Motion for S/J

under advisement.

YOUNG, DJ: MEMORANDUM & ORDER.

Motion for S.J. DENIED. cc/cl Deft has 10 days to

apply to Court of Appeals for permission to pro-

ceed with an appeal.

Letter to Judge from Ps counsel re: Memo & Order

8-16-85.

Ps Motion for clarification of 8-16-85 Memo &

Order, c/s

Ds Motion for stay of order dated 8-16-85, cs

Ds Motion for reconsideration of Memo & Order

dated 8-16-85, cs

21 100Ds Memo in support of M/reconsider memo &

order, c/s

57a

PROCEEDINGS

DATE NR

Aug 23 YOUNG, DJ: Hearing on Ps motion for recon-

sideration, stay of entry of order, and for clarifica-

tion.

1) The motion for reconsideration is ALLOWED

to the extend of this hearing.

2) An order will enter as to Count One of the

complaint 8-23-85 or soon thereafter as prac-

ticable.

3) With respect to the time for perfecting an ap-

peal to the First Circuit of Appeals; the time

will run from the date of entry of the Supple-

mental Order.

4) the motion for clarification is ALLOWED to

the extent of this hearing, and otherwise DE-

NIED.

26 101 YOUNG, DJ: SUPPLEMENTAL MEMO &

ORDER. The Coart is not in a position to decide

at this stage of the case that estoppel cannot be

shown; the statute of frauds does not bar Paland-

jian’s contract claim. cc/cl

27 102 Transcript on Hearing on M/Reconsideration &

Clarification, 8-23-85.

Sept 17 103 Order of Court received from the Court of Appeals

entered . . . The petition for permission to appeal

is granted. F.F.Pd. 9/19/85

18 Certified copy of docket entries and original plead-

ings forwarded to the Court of Appeals.

58a

Appendix K.

UNITED STATES DISTRICT COURT

FOR THE

DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff

Vv. CIVIL ACTION NO. 83-2199-Y

ASHRAF PAHLAVI,

Defendant

MOTION FOR RECONSIDERATION

Defendant Ashraf Pahlavi hereby moves this Court to recon-

sider the Memorandum and Order, dated August 16, 1985,

and to grant Defendant’s motion for summary judgment for

the reasons set forth in the accompanying memorandum.

DEFENDANT

ASHRAF PAHLAVI

By her Attorneys,

/s/

Harvey Weiuer

PEABODY & ARNOLD

One Beacon Street

Boston, Massachusetts 02108

(617) 523-2100

59a

CERTIFICATE OF SERVICE

I, Ellen A. Loeb, hereby certify that I served the within

Motion for Reconsideration and accompa.:ying Memorandum

in support thereof on plaintiff by hand-delivering copies thereof

to:

February 6, 1986

M. Frederick Pritzker, Esq.

Brown, Rudnick, Freed & Gesmer

One Federal Street

Boston, MA 02110

and

Elizabeth A. Ritvo, Esq.

Brown, Rudnick, Freed & Gesmer

One Federal Street

Boston, MA 02110

/s/

Ellen A. Loeb

60a

Appendix L.

UNITED STATES DISTRICT COURT

FOR THE

DISTRICT OF MASSACHUSETTS

PETROS A. PALANDIJIAN,

Plaintiff

v. CIVIL ACTION NO. 83-2199-Y

ASHRAF PAHLAVI,

Defendant

MOTION FOR RECONSIDERATION

Defendant Ashraf Pahlavi hereby moves this Court to recon-

sider the Memorandum and Order, dated August 16, 1985,

and to grant Defendant's motion for summary judgment for

the reasons set forth in the accompanying memorandum.

DOCKETED February 24, 1986,

In light of the decision of the First Circuit in Palandjian v.

Pahlavi, No. 85-1718, this court reconsiders its earlier ruling

herein and, upon reconsideration, allows the defendants motion

for summary judgment. While circumstances may be imagined

where duress might toll a statute of limitations under the law

of Massachusetts, even a generous reading of the plaintiff's

affidavits and supporting materials does not upon the reasoning

expressed in this court’s original memorandum, justify the

application of a duress exception under Massachusetts law in

these circumstances judgment for the defendant.

/s/William G. Young

District Judge

DEFENDANT

ASHRAF PAHLAVI

By her Attorneys,

Harvey Weiner

PEABODY & ARNOLD

One Beacon Street

Boston, Massachusetts 02108

(617) 523-2100

6la

Appendix M.

UNITED STATES COURT OF APPEALS

FOR THE FIRST CIRCUIT

No. 85-1718.

PETROS A. PALANDIJIAN,

Respondent, Appellee,

Vv.

ASHRAF PAHLAVI,

Petitioner, Appellant.

ORDER OF COURT

Entered: January 30, 1986

The order of this Court of September 17, 1985 allowing an

interlocutory appeal is vacated in accordance with the opinion

filed this day.

No Costs.

By the Court:

FRANCIS P. SCIGLIANO, CLERK

By: Richard W. Gordon

Chief Deputy Clerk

62a

Appendix N.

United States Court of Appeals

For the First Circuit

No. 85-1718.

PETROS A. PALANDIJIAN,

Plaintiff, Appellee,

ASHRAF PAHLAVI,

Defendant, Appellant.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

{[Hon. William G. Young, U.S. District Judge}

Before

Bownes, Aldrich and Breyer,

Circuit Judges.

—___

Harvey Weiner with whom Ellen A. Loeb, Peabody & Ar-

nold, William E. Jackson, James E. Clapp, and Milbank

Tweed, Hadley & McCloy were on brief for appellant.

M. Frederick Pritzker with whom Elizabeth A. Ritvo and

Brown, Rudnick, Freed & Gesmer were on brief for appellee.

January 30, 1986

63a

Per Curiam. In this action for conversion of personal prop-

erty and breach of contract, plaintiff's only answer to the

defense of the statutes of limitations is that, by duress, for

fear of personal injury, he was prevented from bringing suit

any sooner. On defendant's motion for summary judgment,

plaintiff filed affidavits of the facts upon which he based his

claim. After reviewing the facts, the court expressed its views

as follows:

(1) “I completely agree that a duress exception

can theoretically toll the statutes of limitation [under

Massachusetts common law].”

(2) Another Massachusetts district judge has viewed

almost identical affidavits as presenting a question

of fact as to duress.

(3) | do not myself think so, but “appropriate

amenities [and] profound considerations of equality

in the treatment of litigants” call for “considerable

deference,” citing Wyzanski, “The Essential Qual-

ities of a Judge” (1956), reprinted in Handbook for

Judges 96 (American Judicature Society 1975).

(4) I will deny the motion for summary judgment

and certify for an interlocutory appeal because “[t|he

extent of the duress exception to the running of the

Massachusetts statutes of limitations is here ‘a con-

trolling question of law as to which there is a substan-

tial ground for difference of opinion.’”

This court (but not the judges presently sitting) permitted the

appeal.

The first argument presented by appellant is that Mas-

sachusetts would, under no circumstances, recognize duress

as tolling the statutes. The district court did not agree. Neither

does the Massachusetts Appeals Court: “It is possible to imagine

64a

circumstances in which duress might toll the statute.” Babco

Industries, Inc. v. New England Merchants National Bank, 6

Mass. App. 929, 380 N.E.2d 1327, 1328 (1978). Although

the merest dictum, defendant can find nothing to contradict

it, and thus presently we doubt there is “substantial ground

for a difference of opinion,” 28 U.S.C. § 1292(b), about the

bare existence of such an exception in some conceivable cir-

cumstances. See Adamowicz v. Town of Ipswich, 395 Mass.

757, 481 N.E.2d 1368, 1370 n.4 (1985).

Point 2 we take to be factually correct. However, as to point

3, we are less impressed. That a ruling by one district judge

should impose on nine others the duty to try a lengthy case,

or to make, say, a ruling they believe will result in reversal,

is an awesome suggestion. Nor does equality of treatment

justify the perpetuation of error. We can agree that a prior

ruling in the same case should not be reversed by a new judge

without grave conviction, although even here there is no neces-

sary “law of the case.” For collection of cases, see 1B J.

Moore, J. Lucas & T. Currier, Moore’s Federal Practice

{ 0.404[4.-21 (2d ed. 1984). To continue a believed error made

in unrelated cases is a doubtful practice.

As to point 4, the question of whether Massachusetts would

recognize the principle of duress as tolling the statute would

be a good example of a “controlling question of law.” But the

question of the extent of such an exception is a classic example

of what is not to be raised by intermediate appeals. It resembles

a “sufficiency of the evidence” claim — the kind of claim

which an appellate court can better decide after the facts are

fully developed. The fact that appreciable trial time may be

saved is not determinative, for such would often be true of

interlocutory appeals. Rather, as we said in McGillicuddy v.

Clements, 746 F.2d 76 (1st Cir. 1984):

[I]nterlocutory certification under 28 U.S.C.

§ 1292(b) should be used sparingly and only in ex-

65a

ceptional circumstances, and where the proposed in-

termediate appeal presents one or more difficult and

pivotal questions of law not settled by controlling

authority. Jn re Heddendorf, 263 F.2d 887, 888-89

(Ist Cir. 1959) (Magruder, Ch. J.).

Id. at 76 n.1.

We consider our initial decision to hear this appeal improvi-

dent. See Slade v. Shearson, Hammill & Co., 517 F.2d 398,

400 (2d Cir. 1974); Molybdenum Corp. of America v. Kasey,

279 F.2d 216, 217 (9th Cir. 1960) (per curiam). The district

court remains free to develop the facts further, to certify ques-

tions to the Supreme Judicial Court, see Mass. S.J.C. Rule

1:03, or to proceed to decide other issues, as it believes appro-

priate.

The order allowing an interlocutory appeal is

Vacated.

66a

Appendix O.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

PETROS A. PALANDJIAN

Plaintiff,

Vv. Civil Action

ASHRAF PAHLAVI, 83-2199-Y

Defendant.

SUPPLEMENTAL MEMORANDUM AND ORDER

YOUNG, D.J. August 26, 1985

On August 16, 1985, this court denied the motion of the

defendant Pahlavi for summary judgment, albeit with reserva-

tions, after analyzing whether the plaintiff Palandjian’s claim

of duress was adequate to toll the relevant statutes of limita-

tions. Both parties promptly sought reconsideration, Pahlavi’s

counsel correctly observing that, were Pahlavi not to prevail

on her statute of limitations argument, she is nevertheless

entitled to a ruling on her statute of frauds defense to Count

I — the contract count. After further hearing, this supplemental

memorandum addresses that issue.

The Statute of Frauds Defense

Pahlavi has argued that Palandjian’s breach of contract claim

is barred by the Massachusetts statute of frauds, which gener-

ally provides that no action shall be brought upon an agreement

that is not to be performed within one year unless that agree-

ment is in writing and signed by the party charged with a

breach. Mass. Gen. Laws ch. 259, § 1. According to Pahlavi,

the Kazar Shahr development could not have been completed

within one year after the alleged oral contract was made, and

67a

therefore the contract claim is barred. Palandjian concedes that

the entire Kazar Shahr project could not have been completed

within one year, but argues that the obligations of the parties

under the alleged agreement could have been concluded within

that period. Palandjian further contends that Pahlavi is estopped

from asserting a statute of frauds defense. Because this court

holds that the estoppel doctrine may apply to this case, it is

unnecessary to decide whether the alleged contract could have

been performed within one year.

The Restatement (Second) of Contracts § 139(1) sets forth

the circumstances under which a defendant may be estopped

from invoking a statute of frauds defense to a claim falling

within the scope of the statute:

A promise which the promisor should reasonably

expect to induce action or forbearance on the part

of the promisee or a third person and which does

induce the action or forbearance is enforceable not-

withstanding the Statute of Frauds if injustice can

be avoided only by enforcement of the promise. The

remedy granted for breach is to be limited as justice

requires.

Restatement (Second) of Contracts § 139(1) (1981). Section

139(2) lists several factors which are significant in determining

“whether injustice can be avoided only by enforcement of the

promise.”

The Massachusetts courts have held that the estoppel doc-

trine may apply in the statute of frauds context. See Cellucci

v. Sun Oil Co., 2 Mass. App. Ct. 722, 728 (1974) (“[A]n

estoppel, if appropriately applied in this case, would also pre-

clude [the defendant] from asserting the affirmative defense

of the Statute of Frauds.”), aff'd, 368 Mass. 811 (1975). In

Hickey v. Green, 14 Mass. App. Ct. 671 (1982), the Appeals

68a

Court noted that “the earlier Massachusetts decisions laid down

somewhat strict requirements for an estoppel precluding the

assertion of the Statute of Frauds,” but looked to the Restate-

ment (Second) of Contracts for a statement of the rule presently

“applicable in most jurisdictions in the United States.” Jd. 673

(applying the rule of Restatement (Second) of Contracts § 129,

which is substantially similar to § 139(1), in a case involving

a contract for the sale of real estate); see Goeken v. Kay, 751

F.2d 469, 472, 474 (1st Cir. 1985) (quoting the Restatement

§ 139(1), and affirming a decision of the district court which

“assumed for the sake of argument” that Massachusetts law

permitted recovery upon reasonable reliance on an oral prom-

ise, notwithstanding the statute of frauds).

The court in Cellucci v. Sun Oil Co., supra, summarized

the “essential factors giving rise to an estoppel”:

(1.) A representation or conduct amounting to a rep-

resentation intended to induce a course of conduct

on the part of the person to whom the representation

is made. (2.) An act or omission resulting from the

representation, whether actual or by conduct, by the

person to whom the representation is made.

(3.) Detriment to such person as a consequence of

the act or omission.

2 Mass. App. Ct. at 728 (quoting /ndustrial Bankers of Mass.

Inc. v. Reid, Murdoch & Co., 297 Mass. 119, 124 (1937))

(citations omitted); see Loranger Construction Corp. v. E.F.

Hauserman Co., 6 Mass. App. Ct. 152, 154 (Keville, J.),

affd, 376 Mass. 757 (1978).

Pahlavi points out that neither Palandjian’s affidavits nor

indeed the allegations in his complaint suggest fraud in the

inducement or misrepresentation. This is not essential for es-

toppel to apply. “Recovery in these circumstances requires no

69a

more than a promise on which the promisee could reasonably

have placed reliance; and attention is to be focused upon the

reasonableness of that reliance.” Loranger Construction Corp.

v. E.F. Hauserman Co., 6 Mass. App. Ct. 152, 159, aff'd,

376 Mass. 757, 761 (1978) (Braucher, J.) (“When a promise

is enforceable in whole or in part by virtue of reliance, it is a

‘contract, and it is enforceabie pursuant to a ‘traditional con-

tract Geory’ . ...°).'

Each of the factors necessary to show estoppel may be

present in this case. Palandjian has submitted cornpetent evi-

dence indicating that Pahlavi made specific representations

regarding the Kazar Shahr project which reasonably induced

Palandjian to invest substantial time, money, and other re-

sources toward development of the project. That evidence, if

believed, is certainly sufficient to show that Palandjian changed

‘Pahlavi attempts to distinguish Loranger on the basis that it involved a

“promissory estoppel” theory, a doctrine which typically applies where a court

is asked to “create” a contract in the absence of consideration. See Restatement

(Second) of Contracts § 90 (1981). Although the traditional “promissory estop-

pei” doctrine differs from the type of estoppel at issue here, the principles

discussed in Loranger are nonetheless relevant to this case. See Loranger, 6

Mass. App. Ct. 152, 159 (“it is doubtful that the prohibitions of the Statute

of Frauds . . . are applicable where recovery is otherwise warranted on the

basis of promissory estoppel”) (dictum), affirmed without addressing this issue,

376 Mass. 757, 764 (1978).

If the equitable docirine of estoppel was applied in this case, the remedy

available to the plaintiff might be restricted, even though his action at law

survived. See Restatement (Second) of Contracts §§ 90, 139 (1981) (“The

remedy granted for breach may be limited as justice requires.”); see also

Chedd-Angier Production Co. v. Omni Publications Int'l, Ltd., 756 F.2d 930,

937 (ist Cir. 1985) (“Under § 90 of the Restatement (Second) of Contracts.

adopted in its tentative form by the Massachusetts court in Loranger, damages

available under promissory estoppel range from full contract damages to reliance

or restitution damages.”). Where recovery rests solely upon the justified reliance

of the promisee, without any suggestion of fraud, it would seem equitable that

such recovery be measured by the extent of the reliance interest. i.e. restitution,

raiher than by conferring the benefit of the bargain. See Restatement (Second)

of Contracts §§ 90 comment d, 139 comment d, 363 comment b (1981).

70a

his position to his substantial detriment. Whether the elements

necessary to create an estoppel exist is an issue of fact. Moran

v. Town of Mashpee, 17 Mass. App. Ct. 679, 681 (1984);

Danieiczuk v. Ferioli, 7 Mass. App. Ct. 914 (1979) (“The

assertion of an estoppel raises factual questions of reliance and

reasonableness that should have been left for resolution at

trial.”). The court is not in a position to decide at this stage

of the case that estoppel cannot be shown.

For these reasons, the court rules that, upon this record, the

statute of frauds does not bar Palandjian’s contract claim.

/s/ William G. Young

WILLIAM G. YOUNG

UNITED STATES DISTRICT JUDGE

Tla

Appendix P.

Petros A. PALANDJIAN, Plaintiff,

Ashraf PAHLAVI, Defendant.

Civ. A. No. 83-2199-Y.

United States District Court,

D. Massachusetts.

Aug. 16, 1985.

Diversity action was brought against sister of the late Shah

of Iran for breach of contract, conversion, unjust enrichment,

quantum meruit and breach of fiduciary duty. Defendant moved

for summary judgment, asserting statute of limitations and

statute of frauds. The District Court, Young, J., held that: (1)

a duress exception can theoretically toll the statutes of limita-

tions; (2) summary judgment on limitations grounds would be

denied for reasons expressed by a court of the same district

in accepting duress exception in a closely related case involving

the same parties; (3) since plaintiff prevailed on claim of duress,

his claims based on alleged repudiation of a constructive trust

or fiduciary relationship would not be entertained; and (4)

statute of frauds did not bar the contract claim.

Motion denied.