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Norwalk/RDA lawsuit accuses Milligan of ‘sham’ property transfers

The view of Wall Street Place from Jason Milligan’s “Phase II” parking lot on June 1.

Updated, 3:35 p.m.: Additional comment from Jason Milligan; 6:15 a.m.: Copy edits

NORWALK, Conn. — Jason Milligan has engaged in unfair trade practices by using sham corporations to white-wash a prohibited transfer of property, the City of Norwalk and the Norwalk Redevelopment Agency allege in their lawsuit dated Friday.

Richard Olson has been unjustly enriched by selling property he was given by the City with the expectation that parking spaces be provided for citizens, the lawsuit alleges.

“This lawsuit is mostly complete nonsense with fancy words and legal mumbo jumbo,” Milligan said Wednesday, when asked by NancyOnNorwalk for a response to the lawsuit’s allegations.

Olson did not reply to a Tuesday email from NoN.

 

The background of the dispute

Olson, through the legal entity ILSR Owners LLC, on May 31 sold Milligan, through the legal entity Wall Street Opportunity Fund LLC, properties that were part of POKO Phases II and III: 21, 23 and 31 Isaac St. and 83 and 97 Wall St.

Olson’s brother, the late Ken Olson, signed a Land Disposition Agreement (LDA) for the properties as managing member of POKO Partners. An LDA is a contract governing a sale of publicly owned property to a private entity; the City transferred 23 Isaac St., a parking lot, to POKO, along with 2 Isaac St, a parking lot, which is part of the stalled POKO Phase I. The LDA states that the Redevelopment Agency must approve property transfers, and that the proposed transferee “shall be of good character and reputation, shall not have been convicted of a felony, and shall not be disqualified from engaging in contractual relationships with the Agency and/or the City by reason of any applicable Legal Requirements.”

Olson did not get Agency approval before selling the land to Milligan. The Agency and City filed a legal action claiming damages and seeking to annul the purchase.

Milligan on June 29 formally asked the Redevelopment Agency to make him the redeveloper for Phase II, asking to be considered to build the plans that were approved for POKO.

Milligan on July 6 announced that he had exercised a deed-in-lieu transfer on the properties. ILSR took out a $5.8 million construction loan in 2015 with MC Credit; this was subsequently transferred to CC Rivington, then to Komi Ventures. Milligan is managing member of Komi Ventures. Komi had foreclosed on Wall Street Opportunity Fund, he said.

 

The new lawsuit

The City on Monday withdrew its first legal action and announced that it was filing a new lawsuit.

That lawsuit is not yet online but documents were provided to NancyOnNorwalk on Tuesday. Named as defendants are ILSR Owners LLC, Wall Street Opportunity Fund, LLC, Komi Ventures, LLC, Milligan Real Estate LLC, Jason Milligan and CC Rivington LLC. The lawsuit alleges:

  • ILSR and CC Rivington have committed breach of contract
  • ILSR, CC Rivington, WSOF, Komi, Milligan Real Estate and Milligan have violated the Connecticut Unfair Trade Practices Act
  • ILSR, WSOF, Komi, Milligan Real Estate and Milligan are guilty of unjust enrichment
  • ILSR, CC Rivington, WSOF, Komi, Milligan Real Estate and Milligan are guilty of tortious interference

 

A chronological tale

The LDA gives the Redevelopment Agency approval rights for any loans on the properties, and RDA consented to $5.8 million mortgage on the Phase I properties with MC Credit on July 31, 2015, the lawsuit states. MC Credit transferred the mortgage to CC Rivington on Aug. 4. 2016, shortly before construction stopped on Phase I; CC Rivington initiated action against Ken and Richard Olson on Nov. 9 2016, and on June 25 assigned the note to Norwalk A LLC, the lawsuit states.

NancyOnNorwalk did not find a Norwalk A LLC on the Secretary of State website.

On May 31, the date the properties were transferred, Wall Street Opportunity Fund granted Komi mortgages on the properties, in the amount of $5.2 million, and CC Rivington “collaterally” assigned its $5.8 million note to Komi, the lawsuit states, alleging that CC Rivington violated the LDA and “Komi could not become the lender to Wall St as the owner without the prior written consent of the Agency.”

On June 17, Richard Olson wrote to the Redevelopment Agency to request that WSOF be the redeveloper, and ask Milligan for “information that should have been provided by ILSR prior to the transfer regarding Wall St’s qualifications and character,” suggesting that would cure the default, the lawsuit states.

On July 6, the Redevelopment Agency sent ILSR and WSOF a letter detailing the process by which the development rights could be transferred to WSOF, the lawsuit states.

“Jason Milligan subsequently informed the Plaintiffs that, although Wall St wanted to be considered a legal owner of the Properties, it was not interested in becoming the Redeveloper because he did not want to engage in the process outlined by the Agency for becoming verified as the Redeveloper, which he deemed lengthy and premature,” the lawsuit states. “To date, neither ILSR nor Wall St have provided the Plaintiffs with the information required for the Agency to make a determination as to whether they can consent to the conveyance of the Properties to Wall St as the Redeveloper.”

Regarding Komi’s July 5 notice of default on WSOF on the $5.8 million loan, the lawsuit states: “Komi made this statement even though Norwalk A claims to be in possession of the Note, Loan, and Guaranty and where it is unclear whether CC Rivington or Komi hold the Mortgage under the Collateral Assignment, which purports to assign the Mortgage to Komi only under certain defaults in an undisclosed Participation Agreement with CC Rivington.”

The default from Milligan’s WSOF to Miligan’s Komi Ventures is an attempt to circumvent the Prohibited Transfers clauses in the LDA, the lawsuit states; further, “the lender rights Komi will attempt to claim were intended for a bonafide, arms-length project lender, like MC Credit or CC Rivington, not by an entity that is controlled by the same individual who owns the entity that owes the debt.”

“This sham transfer is designed to wrestle away control of the Project Site for the financial gain of Jason Milligan and the other defendants,” the lawsuit states, going on to claim that neither Komi nor WSOF have provided documents to prove Komi is a qualified as a bona fide “loan assignee of the Lender.”

WSOF leased 23 Isaac St. to Komi on June 27, and on Aug. 3 “Komi assigned to Milligan Real Estate all of Komi’s purported right, title, and interest, as landlord, under the Lease Agreement,” the lawsuit states.

The remains of 21 Isaacs St. sit Aug. 17 after being demolished. (Jason Milligan)

WSOF received a demolition permit for 21 Isaac St. on Aug. 9 and on Aug. 17 demolished the building, without complying with applicable City ordinances, the lawsuit states.

 

Lawsuit claims

The lawsuit asks the court to declare the property transfers null and void, release the $5.2 million mortgage from Wall Street to Komi and terminate the lease on 23 Isaac St. The conveyance from CC Rivington to Komi should be null and void, the lawsuit states.

The lawsuit also states:

“Milligan’s purported claim of lender rights is merely an attempt to white-wash the prohibited transfer of the Properties from ILSR to Wall St through a sham deed-in-lieu transfer from Wall St to Komi. This sham transfer is designed to wrestle away control of the Project Site for the financial gain of Jason Milligan and the other defendants.”

“The conduct described above is immoral, unethical, oppressive, or unscrupulous; offensive to public policy; and/or causes substantial injury to consumers, competitors, or other business persons.”

“The Norwalk Tax Assessor values 23 Isaacs Street at $990,560. The stated purchase price in the P&S Agreement between ILSR and Wall St is $5.1 MM, of which $3,194,250 was assigned to 23 Isaacs Street, as evidenced by the deed from ILSR to Wall St filed on the Norwalk Land Records at Volume 8689, Page 317. ILSR paid nothing for 23 Isaacs Street, but received substantial consideration for it in the transaction with Wall St as evidenced by the deed. ILSR has not replaced any of the 248 public parking spaces. ILSR was, therefore, unjustly enriched in the amount of $3,194,250 by its improper conveyance of 23 Isaacs Street to Wall St to the detriment of the Plaintiffs and the residents of Norwalk who have neither received the full value of the 248 parking spaces, approximately $4,960,000, nor have the 248 public parking spaces been replaced by ILSR.”

“ILSR improperly conveyed the Properties to Wall St (a Milligan entity) knowing that Wall St had no intention of agreeing to be bound by the terms of the LDA and Amended LRA as the approved Redeveloper. CC Rivington improperly collaterally assigned the Mortgage to Komi (a Milligan entity) knowing Komi and Wall St were both controlled by Jason Milligan such that the assignment required the Agency’s consent, which has not been asked for or provided.”

“Milligan made clear that he was not interested in becoming the Redeveloper because he did not want to engage in the process outlined by the Agency, which he deemed lengthy and premature.”

 

 

Milligan’s response

Milligan, in a Wednesday email, said:

“Ironically the City & Agency filing this lawsuit is a breach/default of the LDA.

“I bought the mortgage from the former lender because entering via a deed in lieu transfer is a quicker and more straight forward process. It is a choice. It is how Citibank came into ownership of Phase I. I don’t care how I become the uncontested owner, but that is what I want.

“The city is desperate. They should just admit failure and let’s start over.

“The city cannot and has not delivered on their obligations of the LDA. It is unbelievable that the city is hell bent on enforcing one small detail of the LDA when they have been completely lax on the enforcement of major provisions for so long.

“It is important to note that I did not sign the LDA. I was never party to the LDA. I have never breached the LDA. I am not in default of the LDA. In fact, I am the only owner that has been in compliance of the LDA. Citibank is in massive default on Phase I. The public is suffering big time. Where are the 100 temporary public parking spaces that the owner of Phase I is obligated to provide during construction!!

“I believe I am bound by the LDA as it runs with the land that I bought. The city has a right to buy the Leonard st parking lot back. If they want it, they should buy it. I am required to provide 88 public parking spaces on the lot. I am providing approximately 120 presently.

“Since I have owned the properties I have done nothing but improve them and provide value and service to the public. I have also paid taxes! I have had to work under extreme duress and with the constant violation of my civil rights. The city has taken unbelievable and outrageous steps to impair my ability to do business in this city. {Corporation Counsel} Mario Coppola has stated that he would like to wear me down and he believes his pressure will exhaust my resources. He should watch his step because civil rights violations void his public employee immunity. Mario has misused the authority that he has to impact my life and business. There is a long pattern of behavior by Mario treating me differently than everyone else in similar positions.”

 

The LDA lists the following as remedies for the redeveloper defaulting on the agreement by selling the property with Redevelopment Agency consent:

(i)      If the applicable Project Property was acquired from the City or Agency, terminate the estate held by the Redeveloper in the applicable Project Property by exercising the Agency’s Right of Re-Entry in accordance with Section 19.10 hereof;

(ii)    Pursue an action for specific performance of the Redeveloper’s obligations under this Agreement;

(iii)   Pursue an action for any and all actual damages incurred by or asserted against the City or Agency as a result of the Redeveloper Default

 

Milligan on Thursday wrote:

“Lawsuit is a breach because the city did not provide notice of default, or allow the proper cure period. After that they are required to take any dispute to mediation and the arbitration.

“The LDA is very clear and specific about this.”

 

Redevelopment Agency lawyer responds

NancyOnNorwalk sent Attorney Joseph Williams, now representing the Redevelopment Agency in this matter, an email asking:

“Can you please explain the rationale by which Jason Milligan is a defendant? Richard Olson signed the LDA and was prohibited from selling the properties without Redevelopment Agency approval. Jason Milligan did not sign the LDA. How is he then held responsible for violating it by purchasing the properties?

“If the remedy is that Olson take back ownership of the properties, how does the court system force Olson to pay back Milligan? What if Olson has spent the money?

“Milligan says that POKO violated the LDA over and over, with no penalty. He says this means the LDA is invalidated, as some violations are ignored and not others. Any response?

“What ordinances did Milligan violate when he demolished 21 Isaac St.?”

 

Williams responded:

“I am happy to answer questions where I can, but much of what you have asked me is the subject of a pending lawsuit, which prevents me from commenting out of court.  I cannot share with you our legal strategy or rationale, nor will I engage in a point/counterpoint with our adversary concerning claims that will be litigated in court.

“What I can tell you is that the plaintiffs allege, and intend to prove, that Mr. Milligan personally orchestrated a scheme, using several companies that he controls, to interfere with the LDA and cause it to be violated, unjustly enrich himself, and commit unfair trade practices.  The plaintiffs seek to undo the improper transactions and to prevent Mr. Milligan from conducting others.  We expect to learn a lot more about what has transpired through discovery, and we will ask the court to enter appropriate relief based on the evidence that we present at trial.  The court ultimately will decide whether we have made our case and what relief is fair and equitable in consideration of all the evidence before it.  The plaintiffs believe that the LDA is alive and well, and they have taken action to enforce it so that the integrity of and confidence in public decision making are preserved.”

 

Coppola responds

“Mr. Milligan’s most recent accusations regarding me as stated in his email … are completely false and libelous,” Coppola wrote to NancyOnNorwalk. “Unfortunately, Mr. Milligan continues to personally attack me, as well as other City officials, in the media in what appears to be an attempt to take the focus away from his actions which are the subject of the pending litigation.”

Coppola forwarded two emails from Milligan, one dated July 8 and the other dated July 31.

“Mario, I really appreciate you taking the time to speak to me for an hour at almost midnight, on a Saturday, after your sons birthday party. Your work ethic is impressive,” Milligan wrote on July 8.  He also wrote:

 

“Putting WSOF through the RDA vetting process seems like a waste of time since most people would agree that there is not a viable phase II or phase III plan to move forward on, and even if there were it would severely impair the options for phase I completion. If I become a “foreclosure transferee” it would only be an interim transferee with no rights to build. It would put me in the same exact ownership position as Citibank. We could all continue to work together toward a solution instead of fighting each other. The city can still default me if needed, just as Citibank was recently defaulted.

“The RDA vetting process will likely take 3-5 months. If WSOF is approved it doesn’t put us in a better position than now and it is possible that the RDA would deny WSOF.

“It is good chance that WSOF will not be the redeveloper even if approved by RDA. It seems more likely that a hybrid of phase I and phase II will come together and that a new redeveloper will be the ultimate builder, or I may set up a new company structure to bring in equity/debt partners depending upon the project to be built. Either way the ultimate builder/redeveloper will have to go through the vetting process again.

“Right now, today most options for all phases remain a possibility including working with Citibank and JHM. As time goes by the options get more limited in part because of added months of carrying costs and legal bills, and the overall time value of money.

“The big question is how can the City and RDA save face?

“I am willing to publicly apologize for certain things and I am definitely willing reaffirm the process required and rights of the city if necessary. I am willing to let other people or parties take credit, and I am willing to bring in advisers and attorneys to make dealing with me easier on everyone…

“I sincerely hope that we can focus our attention on this path, and work together instead of against each other.”

 

 

“Thank you for the conversation the other night,” Milligan wrote to Coppola on July 31. “I appreciate the opportunity to discuss these issues with you and I am hopeful that the parties can jointly move towards an acceptable resolution.”

Milligan offered not to sell 21 and 23 Isaac St. without City and Agency approval, provided that the Phase III properties, 31 Isaac and 83 and 97 Wall Street, be released from Agency control.

He also offered to “keep all parking spaces at 23 Isaac (Leonard St. lot) open to the public during good faith negotiations” and said, “Our shared goal is to improve the Wall St area as soon as possible. Fighting in court is a huge, unnecessary and expensive distraction. Ideally we can put all the disagreements and legal arguments to the side for now and focus entirely on completing Phase I. It would be so nice and productive to have everyone rowing in the same direction. If discussions are unproductive, we can always litigate.”

Milligan and Coppola have history; Coppola was involved in the Norwalk Public Library Foundation’s appeal of  Zoning Approval that Milligan had been granted to build apartments at 11 Belden Ave.

“At some point in the spring, he contacted me, said he wanted to apologize, that he was way out of line when he negotiated the deal on the library, when he swore at me and screamed at me,” Coppola said in a Tuesday evening phone call. “He wanted to apologize and wanted to work with me.”

RDA Complaint ILSR WSOF 18-0914

RDA Proposed Order of Temporary Injunction WSOF ILSR

POKO-default remedies

POKO-temporary parking

POKO-remedies for default

 

19 comments

Dave McCarthy September 20, 2018 at 6:25 am

Milligan has scored again. He outfoxed Harry and Mario (and the always dim Knopp) and doubled his money on the library lot. Now he outflanked them on this one. The case is a loser. The LDA says the company can’t sell the property, but it doesn’t say the company can’t be sold. As I previously noted, Williams is a weak attorney, likely an indirect campaign donor, and he can’t even answer a simple question. I predict a lot of money will be wasted and Milligan comes out on top. That is likely the best result for Norwalk.

Milligan’s only sin seems to be that he doesn’t kick up to Harry…so no kickbacks and no relief from frivolous lawsuits

Jason Milligan September 20, 2018 at 6:46 am

David Vs. Goliath

Whose city is this?

The next mayoral election can’t come soon enough?

Is it possible to impeach?
Who steps in as mayor if Riling is thrown out?

Did he bring his scissors to Greece?

Jason Milligan September 20, 2018 at 8:00 am

Btw I formally requested to become the redeveloper. I am still waiting for that process to play out.

Tim Sheehan informed me that a 3rd party financial consultant needs to be hired and that their process will take 90 days or more.

That is what I have been waiting for. Have they hired the consultant? Are they considering me to become the redeveloper?

If not, why not?

I mentioned in one confidential email that was clearly labeled “For settlement purposes only” that putting WSOF through the vetting process might be premature. I believe some healthy dialogue might be a more prudent and cost effective 1st step.

Formally however I have taken all the steps required to become the redeveloper!

It is their move.

Does anyone else think it is ridiculous to try to give the properties back to defunct POKO? The main developer died and his brother has zero interest in the project.

If this bizarre approach worked then what?

Can someone with a brain, and a little courage please assert themselves?

Debora Goldstein September 20, 2018 at 8:44 am

I have not seen the LDA, but based upon the contract language and other facts laid out in this article, the City is correct in pursuing this particular legal remedy.

First, Mr. Milligan provided the following language to support his argument that the City is ignoring the proper remedy in the LDA, effectively a breach (not a default) [emphasis mine]:

The LDA lists the following as remedies for the redeveloper defaulting on the agreement by selling the property with Redevelopment Agency consent:

(i) If the applicable Project Property was acquired from the City or Agency, terminate the estate held by the Redeveloper in the applicable Project Property by exercising the Agency’s Right of Re-Entry in accordance with Section 19.10 hereof;

(ii) Pursue an action for specific performance of the Redeveloper’s obligations under this Agreement;

(iii) Pursue an action for any and all actual damages incurred by or asserted against the City or Agency as a result of the Redeveloper Default

Mr. Milligan himself, in writing, has insisted he is not, and does not want to be, the redeveloper for this LDA. The remedy language above applies only in the instance of a default by the redeveloper (not the owner or the debt holder).

There is a prinicipal in law, and it is usually written into contracts this complex, that a failure to enforce any particular right under a contract is not a waiver of that right. So Mr. Milligan’s assertion that POKO violated the LDA over and over invalidates the whole contract is a poor argument.

POKO had appeared before the Council repeatedly to ask for extensions, which were mostly granted. The City didn’t fail to enforce, but even if they had, they still would have the option to enforce later on. Also, again, there is a difference between being the owner and the redeveloper in the LDA. Milligan claims he obtained the debt as Citibank did, but Citibank didn’t then believe it had the right to knock down buildings, or design the project in a way that didn’t comply with the LDA. It worked with the City to identify a redeveloper (McClutchy) that would produce the outcomes laid out in the LDA. Mr. Milligan is not the unencumbered owner of the property.

This article is silent on whether any of the parties, including the debt holders have the right to assign their interests to another party without consent, but given the City’s interest in the project, it’s likely that they don’t.

Civil rights enforcement actions are not generically applied to ensure every business is treated the same. It is to protect people who are treated unfairly due to certain attributes, especially when federal money is involved.

Mr. Milligan is not a stupid man. He understands that this City frequently:
– is talked out of fully enforcing its rights (POKO, SONO CC),
– modifies its land use contracts out of fear of losing development (95/7)
– changes zoning to suit a particular owner (230 East Ave)
– forgives its lessees their debts (Maritime, and shortly OHPA)

But it is almost always honey, not vinegar, that gets the job done.

His continued public badgering, and his single bad faith act at the start of the negotiating process (a meeting in which he assured the City he was not moving to take ownership of the property, and then did) will likely become evidence in the lawsuit, and is less likely to get the kind of negotiation he seeks on the way to a settlement, not more.

Jason M. September 20, 2018 at 10:00 am

Deb-You an informed intelligent person. I really welcome the kind of dialogue you are providing.

I did not claim that the LDA was invalidated. Not sure where that came from?

I have formally applied to become the redeveloper, period. I have also commented frequently that I think it is a waste of time. It is possible to both complain about the process while simultaneously following it.

My contention is that the City/RDA has not followed the LDA. They jumped straight to the potential remedies without 1st following the default process. Not following the LDA process is a default on their part.

I am working on an OP-ED that will shed some light on a few misconceptions.

The largest misconception is that I lied to Harry. That meeting that I attended was a setup. I was told and naively believed the meeting would be about ideas for Wall st and fixing POKO. Instead there were 6 attorneys present none of them representing me. Mario had a thick lawsuit on the table in front of him, and they were all threatening. I was by myself. I made zero assurances at that meeting other than I would consider what they said. It was only later that day while at my son’s lacrosse game, after being pressed by Laoise both on the phone and text, to give them some further assurances.

On May 31st at 7:22 PM I sent the following text message:
“I think it is a really bad idea to file a lawsuit against me. We are trying to work together…
The only thing that I can state with certainty right now is that I will not be closing on the POKO properties tomorrow, and that I will have a conversation with the mayor before I talk to the press.
If you sue me tomorrow I will send a copy to the press and I will have a lot to say.
The press did contact me today and I told them I have nothing to report other than the NDA has expired.

That text is the only thing I did to mislead them. The following morning I called Harry and Laoise and explained that I had closed on the properties the previous afternoon. Harry did not take my call. I had hoped to speak to him personally.

I also sent a few texts and pictures of the Leonard parking lot that we had already partially cleared in 1 day of ownership to free up 40 additional parking spaces.

I sent this text on 6/1 at 7:46 pm
“I wish you did not take some of the positions you did publically. I don’t blame you yet, and I realize you were caught off guard, which is why I have given you plenty of leeway with my response. This can be a huge win for the Mayor Rilling legacy and the city. Poko is not yours at the moment. Good or bad it will become yours soon. Open your mind to a variety of solutions and it will be a win.
Let’s get on the same side!!
Call me when you feel ready. It can be off the record.”

Jason M. September 20, 2018 at 10:08 am

btw at 3:53 AM I responded to Nancy’s email about how the lawsuit violates the LDA. Apparently, it did not reach Nancy in time for publication.

Al Bore September 20, 2018 at 11:39 am

Impeaching would not be a problem we now have two mayors in Norwalk mayor King and mayor Rilling one elected and one jammed down our throats by the mayor and most of common council.

Debora Goldstein September 20, 2018 at 3:37 pm

Deb-You an informed intelligent person. I really welcome the kind of dialogue you are providing.

[Thank you]

I did not claim that the LDA was invalidated. Not sure where that came from?

[Jason, IITA. Nancy asked the following question of Atty Williams: “Milligan says that POKO violated the LDA over and over, with no penalty. He says this means the LDA is invalidated, as some violations are ignored and not others. Any response?]

I have formally applied to become the redeveloper, period.

[Yes. You did, on June 29th, according to the article. But on May 25th, the City advised Olson that the intended transaction would violate the LDA, and on June 17th Olson asked to TRANSFER his redevelopment rights to you, suggesting that the post-property-transfer approval would “cure” the breach. And on June 27th, you also asked for them to be transferred to you in another letter. On July 8th (again IITA, the email to Mr. Coppola has you suggesting that it is a waste of time, that you might not be approved, and that even if you were, there was no way forward to fulfill the LDA.) Any competent attorney would take Mr. Olson’s letter as proof he knew that the property transfer was not compliant. That same competent attorney would take your words in the email as evidence you ALSO KNEW that your transaction was designed to circumvent the required approval, for fear you would not get it.]

It is possible to both complain about the process while simultaneously following it.

[It is, and I do it myself all the time btw, but it would be unwise for the City to validate the property transfer by permitting the transfer of the redeveloper rights without first validating your credentials as a redeveloper, while simultaneously pressing a lawsuit to undo the transaction on that basis. ]

My contention is that the City/RDA has not followed the LDA. They jumped straight to the potential remedies without 1st following the default process. Not following the LDA process is a default on their part.

[And it is your right to contend that. And it is also possible for the City to contend that you are wrong. According to the language culled by NON from the LDA, I have already outlined my opinion that the City is correct. ]

I am working on an OP-ED that will shed some light on a few misconceptions.

The largest misconception is that I lied to Harry. That meeting that I attended was a setup. I was told and naively believed the meeting would be about ideas for Wall st and fixing POKO. Instead there were 6 attorneys present none of them representing me. Mario had a thick lawsuit on the table in front of him, and they were all threatening. I was by myself. I made zero assurances at that meeting other than I would consider what they said. It was only later that day while at my son’s lacrosse game, after being pressed by Laoise both on the phone and text, to give them some further assurances.

[I am sure much of what you say about this meeting is true. I have also heard of similar ambushes. I’m also pretty sure that the City AGAIN advised you that they thought the transaction violated the LDA. Whether you lied at the meeting or not is beside the point. It’s your ACTION of closing on the property transfer that needs to be evaluated to prevail on the lawsuit, and whether they are correct about it or not, if the City has reason to believe you do not negotiate in good faith, it should be less inclined to negotiate. ]

===============================================

Milligan vs Milligan [EMPHASIS MINE]:

From a May 18, 2018 HOUR article:

“The state and the CITY SHOULD NOT BE DICTATING what should be there.”

In a June 21, 2018 NON article:
“I am the owner of Phase II. Olson politely requested that Redevelopment Agency consider me to replace him. I am willing to seek Redevelopment Approval for any CHANGES to the LDA. I am willing to seek and get RDA approval before I BUILD ANY PROPOSED development.

“Mario Coppola and many others readily admit that the LDA is outdated. It has been amended numerous times and IT WILL NEED TO BE CHANGED significantly again for a viable project to be completed there.[…]”

In the comments: “How can the City establish any damages when I am willing to develop the property in a SUBSTANTIALLY SIMILAR WAY that the LDA calls for or in a NEW WAY that the CITY MAY NOW DESIRE? ”

From a June 23, 2018 HOUR article:

“They’re flailing around desperately but they haven’t clearly articulated what they want,” Milligan said. “I’m willing to do MOSTLY WHAT THEY WANT — and I’m certainly WILLING TO CONSIDER IT.”

In a June 30, 2018 NON article:

“It is my opinion that the Poko project and all its various phases and amendments is NOT POSSIBLE TO BE BUILT AS WRITTEN[…]”

From a July 3, 2018 Hour article:

“What I want is more FLEXIBILITY.”

In a July 21, 2018 NON article:

“As ill-conceived as Phase II may be, and with the understanding that there are probably better options for Wall Street and the city, I am nevertheless WILLING TO PROCEED with the development AS APPROVED.”

From a September 18, 2018 NON Article:

“If their idea is still to have that tired, 20-year-old shitty plan, then fine, I don’t have a problem DISCUSSING that[…]”

From a September 18, 2018 HOUR article:

“He said he would agree not to sell the properties at 21 or 23 Isaacs St. without city or agency approval PROVIDED the properties at 31 Isaacs, 97 and 83 Wall St. — part of the third phase of Wall Street Place — be RELEASED FROM city or agency CONTROLS or restrictions.”

=========================================

Mr. Milligan cites the LDA’s requirement that the Agency “not act arbitrarily, capriciously, in a discriminatory manner, or otherwise in contravention of law” in choosing a new redeveloper, in connection with his attempts to be recognized as the new redeveloper, but he leaves out the last clause which states (iii) the transferee SHALL ACCEPT THE OBLIGATIONS OF THE REDEVELOPER.

Mr. Milligan has once proffered to build POKO Phase II as it currently appears in the LDA and related documents. There are numerous instances of his statements in the press which indicate that he can’t, won’t or shouldn’t have to. It’s pretty clear he does not want to accept the obligations required for a transfer.

I didn’t like the POKO deal, and I thought all of the extensions and changes (including moving the parking from one phase to another) were a bad idea. And some of Mr. Milligan’s ideas are intriguing. But that doesn’t mean that I think the City should cede its interests or control in the project.

Jason Milligan September 20, 2018 at 4:55 pm

Deb you are missing the point.

My primary goal is to have a discussion about how to fix greater Wall st. I am willing to consider a variety of options.

If the City wants the LDA followed, ie for me to apply to be the redeveloper I will and have complied. (It is not my preference but it does solve their primary complaint)

Aggressively enforcing the LDA against me who never signed it or was ever a party to it is in stark contrast to how massive and continuous defaults have been handled in the past!

There is no emergency. Discussion is what is in order.

Hopefully some will happen Monday night at the Wall St theater.

Debora Goldstein September 20, 2018 at 6:24 pm

Jason,

We understand your primary goal. And again, I remind you that your intentions are beside the point with respect to the lawsuit. You don’t negotiate changes to an agreement with someone you don’t recognize as a valid counter-party. The City would actually weaken their position if they approved you as a redeveloper under the agreement.

The idea that you are not a party to the LDA is why you are having a problem. It is the very definition of an “assignment of rights” under a contract that you become a party to the agreement. Whether as a redeveloper or as the debt-holder owner, you are a party to the agreement.

Name one example of a massive and continuous default under an LDA that was handled differently. HINT: Citibank in Phase I doesn’t count, because it is the same agreement you are now a party to.

Actually there is an emergency, because some of the tax ccredits are expiring.

And discussion is NOT in order. Either you agree that you must be approved as the redeveloper, and ACCEPT THE OBLIGATIONS OF THE REDEVELOPER, or you are not a legitimate party to the LDA and therefore NOT eligible to negotiate CHANGES TO THE LDA. You can’t have it both ways.

It is the nature of the beast when dealing with City-owned property that has been transferred to a private entity that there are strings attached. If you don’t like the strings, there is plenty of property that doesn’t have the strings. Just sayin’.

Jason Milligan September 20, 2018 at 7:35 pm

Deb,

Happy to have you appointed as chief negotiator for the city. We will have an equitable agreement in under an hour.

You are smart but you have some key details off.

Let’s talk.

Tysen Canevari September 20, 2018 at 9:34 pm

This city is quickly becoming a joke. The town government and Jason Milligan act like a bunch of babies. And yet, downtown still is awful. Just curious Jason, who sent Harry to Greece like you allege? Give us names. I think you like to stir the pot then fluff yourself with all the derogatory comments. Either way, it is a total shame.

Holy Cow September 21, 2018 at 1:02 am

Jason and Deb. God bless you both. I wish I had the time in my daily schedule to do the extensive (and thorough, especially on Deb’s part) back and forth you two have engaged in.

Debora Goldstein September 22, 2018 at 10:04 am

Norwalk A LLC was formed on June 18, 2018 in NYS

https://appext20.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_INFORMATION?p_token=6591407A1B8D67C9FC619180AA97968085192EB8DB458DE322E0CDC954B1EB89BA5754D5629E184AF7B42B4A695DD416&p_nameid=61AFB203A0EC903C&p_corpid=E735134C81557D38&p_captcha=17028&p_captcha_check=6591407A1B8D67C9FC619180AA97968085192EB8DB458DE322E0CDC954B1EB8986D10D48A49902CB92C056FD16DE6CE3&p_entity_name=%4E%6F%72%77%61%6C%6B%20%41%20%4C%4C%43&p_name_type=%25&p_search_type=%42%45%47%49%4E%53&p_srch_results_page=0

NYS Department of State
Division of Corporations
Entity Information
The information contained in this database is current through September 21, 2018.

Selected Entity Name: NORWALK A LLC
Selected Entity Status Information
Current Entity Name: NORWALK A LLC
DOS ID #: 5361137
Initial DOS Filing Date: JUNE 18, 2018
County: ALBANY
Jurisdiction: NEW YORK
Entity Type: DOMESTIC LIMITED LIABILITY COMPANY
Current Entity Status: ACTIVE

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