1

2
3

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5

Frederic L. Gordon (SBN 98994)

Rhonda.l. Holmes (SBN 157017
Andrew G. Nagurney (SBN 301894)
GORDON k I-IOLMES
223 %, Date Street
San Diego. California 92101-3571
Tel: 619-696-0444 Fax: 619-696-1144
Attorneys for Plaintiffs
KRISTA 13AROUDI, as an individual and as Trustee
the Richard D. Heron and Katherine H. Heron Trust;
and MARCO BAROUDI

of

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO- CENTRAL DIVISION
10

KRISTA BAROUDI as an individual and as

Trustee of the Richard D. Heron and

Case No.:

11

Katherine H, I-Ieron Trust: and MARCO

BAROI JDI, an individual

COMPLAINT FOR:

12

Negligent Interference With Prospective

Plaintiff's,

Economic Relations,

2. Professional Negligence,
3. Breacll Of Fniuelary Duty Bv Attorney,
4. Negligent Supervision; and
5. Intentional Interference With Contractual

13
z

ad

15
16

RICHARD J. ANNEN, an individual;

SPARBER ANNEN MORRIS X GABRIEL
a Professional Lav: Corporation; and DOES
I to 20. Inclusive.,

17

Relations.
I

IMAGED FILE
UNLIMITED CIVIL JURISDICTION
JURY TRIAL DEMANDED

Defendants.

18

19
20

Plaintiffs KRISTA BAROUDI, individually

and as Trustee

of the Richard D. Heron

and

Katherine H. Heron Trust, and MARCO BAROUDI allege as follows:

VENUE AND THE PAlkTIES

23

1.

24

actions complained

2.

ooc, Na.: 4378

Venue is proper in San Diego County Superior Court because the transactions and

of herein

occurred in San Diego County.

Plaintiff Krista Baroudi ("Krista.") is, and at all times mentioned herein was, an

26

individual

27

and Katherine H. Heron Trust.

28

///
Complaint

residing in San Diego County, California.

Krista is also Trustee

of the

Richard D. Heron

3.
individual

Plaintiff Marco Baroudi

("Marco" ) is, and

at all times mentioned herein v;as, an

residing in San Diego County, California.

4,

Plaintiffs Krista and Marco are mother and son respectively.

They shall be

collectively referred to herein as the ("Baroudis")

5.
individual

Defendant Richard

J. Annen ("Anncn") is. and

at all times mentioned

herein vvas. an

residing in San Diego County, California,

6.

Defendant Sparber, Annen, Mon is and Gabriel ("SAMG") is, and at all times

mentioned

here was., a California Professional Law Corporation doing business in San Diego

County.

7.

Plaintilfs are ignorant

of the

true natnes and capacities

of Defendants sued herein as

DOES 1-20, inclusive, and therefore sue said Defendants by said fictitious names, Plaintiffs will
move to amend their Complaint to allege thc true names and capacities
ascertained,

of said Defendants

Plaintiffs are informed and believe and thereon allege that each

when

of said fictitiously

named Defendants are legally responsible in some manner for the occurrences and damages alleged

herein. and that Plaintiffs'amages

as herein alleged v cre proximately

caused by said
Defendants'cts.

8.

Plaintiffs are informed and believe and thereon allege that at all times herein

mentioned. all the named Defendants were the agents, servants, employees, instrumentalities,
representatives,

co-venturers and partners

of the

hereafter alleged, were acting within the scope

instrumentality,

representative,

other co-Defendants,

of their

and in doing the things

authority as agents, servant, employee,

co-venturer and partner, and with the permission and consent

co-Defendants, and as such share liability with each other in respect to the matters complained

of their
of

herein.

9.

Non-party AIMCO Properties. L.P.(AIMCO) is, and at all times herein mentioned

was, a Delaware limited partnership

10.

doing business in San Diego County, California,

Non-party Neil Heimburge

residing in San Diego County, California.

Complaint

is, and at all times herein mentioned was, an individual

11.

Non-party Erik lleimburge

residing in San Diego County, California.

12,

Non-patty

Sandra Squires is, and at all times here mentioned was, an individual

residing in Del Norte County, California.

13.
6

is, and at all times herein mentioned was, an individual

Frik Heimburge and San Squires are siblings.

Non-parties Neil Heimburge,

I'hey

shall be collectively referred to herein as the "I-leimburges.'

14.

are cousins and 50I50 owners in La Jolla Cove Motel

The Baroudis and Heimburges

("LJC") and

Universal Boot Shops Partnerships

and Hotel Apartments

(collectively "the Properties."). The instant litigation relates to the sale

Corporation

of a hotelresidential properly

10

comprised

11

front. The Heimburges

12

the Properties through inheritance.

13

Right

14

interests.

Properties. which are

I.a Jolla's scenic ocean-

and retail spaces situated along

and Baroudis v ere third generation ovmers

of First Refusal ("ROFR") in

of the

("UBS")

of the

prized parcels, receiving

The inheritance documents provided, among other things, a

the event the Baroudis or Heimburges

v ished to sell their

15

15.

17

This case presents the cut-throat story

of an attorney-real estate broker

who

18

disregarded

19

Real L'state Investment

20

Baroudis to interfere with their contractual ROI'R in order to obtain a commission on the sale of the

21

family property.

22

underneath

23

confidential client information

24

stemming

his fiduciary obligations to his clients by colluding with AIMCQ, a multi-billion

Trust

("REIT', and

In furtherance

the Heimburges

of AIMCO's scheme to

against his long-time clients the

steal the family property out from

Annen's clients (the Baroudis), Annen acted as AIMCO s mouthpiece and disclosed
all so Annen could wrongfully

fiom AIMCO's purchase

16.

secure a $2.3 million commission

of the Properties.

Annen is the managing pattner

of SAMG

and long-time attorney for the Baroudis.

Vristaas trustee, in the Heron Trust litigation as recently as 2013 and continued

26

Annen represented

27

to bill for his services through 20'14. In addition to directly representing

28

also counsel to LJC and UBS for approximately

Complaint

dollar

the Baroudis, Annen v as

twelve (12) years, garnering privileged and

confidential

information.

During those tv;elve years Annen cultivated a position

of trust

and

confidence with Krista such that Annen knew IQista trusted and believed in him.

17.

As a result

of the

foregoing, Annen became aware ol the Properties potential sale.

Realizing his services for the Baroudis and the Properties v:ere coming to a close, Annen set out io
cash in on one final piece
virtue

of the sale,

of remaining

family business: brokering the sale

Annen expected to receive a handsotne

properties thereby

In an attempt to work around Krista's objection, Annen first set out as an attorney to

negotiate the terms

19.

of thc sale.

His attempt failed,

In a decidedly elementary

clients'bjections.

solution to his complex problem, Annen lired his clients.

acted as the real estate broker for the IIeimburges, over his I'onner

the Baroudis, and surreptitiously

14

of the

Annen's ability to obtain a commission on the sale of'the property.

18.
10

Properties. By

commission. The problem for Annen,

however, ivas that Krista objected to Annen acting as a broker for the sale
eliminating

of the

Annen sought a fee based upon a calculation as

Baroudis and the Heimburges.

if he

represented both the

Thc cont)ict between the Heimburges and the Baroudis resulted in

Anncn taking a position directly adverse to his former clients and utilizing confidential

he had garnered from his prior representation

to their disadvantage.

information

The following is the simple

version of what transpired next in this anything but simple real estate transaction gone awry.

20.

On June

92014the

Heimburges

("PRES Agreement" ) with PRES Real

19

Purchase Agreement"

20

The PRES Agreement called for the sale

approximately

executed a "Stock and General Partner Interest

of the

$26 million. The Heimburges

Heimburges

Estate Investments,

LLC {"PRES").

entire 50/a interest in the Properties for

sale triggered the Right

of First Refusal ("ROFR")

provisions their iuicestors had taken care to provide lor in the LJC and UBS ownership documents.

On June 10, 2014, the I-Ieimburges presented the Purchase Agreement to LJC, L'BS, and the

Bamudis providing notice as required by the terms of the ROFRs.

21.
26

On July 17, 2014, AIMCO purported it became the assignee

The purported assignment to AIMCO did not change the terms

have any effect on LJC's UBS's or the Baroudis'xisting

28

irrevocable for the stated duration.

Complaint

of the PRES Agreement.

of the PRES Agreement, nor

did it

ROFR, which remained open and

On the same day, the Heimburges

and AIMCO entered into a

of Understanding"

"Memorandum

("MOU"), detailing the parties future plan to amend the PRES

Agreement to allov for the possibility ol'ttucturing

investment

trust

("IJPREIT") in order to avoid or defer tax consequences.

MOU did not have any effect

22.

the deal as an umbrella patsnership

On July 25,

I.ike the assignment, the

of the existing ROFRs.

2014, AIMCO and the I-leimburges executed an "Amendment to Stock

and General Partner Interest Purchase Agreement'"Amended

putported to amend the existing PRES Agreement.

Purchase Agreement*'), which

The language in the Amended Purchase

Agreement was permissive, requiring only that the Buyers "consider" the "possibility"
alternative transaction structure as "an accommodation"

10

real estate

of an

to Sellers in order to avoid or defer taxable

gains, "subject*'o the parties reaching a further agreement.

Like the assignment

and the MOU, the

Amended Purchase Agreement did not have any effect on the existing ROFRs.

23.

12
13

Isteither

I.JC nor UBS exercised its ROFR within the 60-day deadline provided for

under the bylaws and partnership

agreement respectively.

LJC's and UBS's faiktre to exercise its

ROFRs on or bel'ore August 9, 2014, niggered additional time for the Baroudis to exercise their
15

ROFRs as individuals.

24.

16

On August 12, 2Q14, the Baroudis validly and timely exercised their ROFR to

purchase the Heimburges

Heimlnuges

interest.

By exercising their ROFR the Baroudi's agreed to purchase the

50% interest on the terms of the PRES Agreement; the offer which triggered the ROFR

and remained open in order to provide the parties with the stated time period to exercise their right as

20

outlined in the ownership

documents.

The PRES Agreement was in fact the only agreement for

which notice was provided to the BaroudisLJC, and UBS. The Baroudis and Heimburges

escrow instructions consistent with the terms

of sale

under the PRES Agreement,

signed

which as discussed

above, was the offer triggering the parties contractual ROFR in the first place.

25,

On the same day the Baroudis exercised their ROFR, they entered into a Letter
of'ntent

(LOI) with La Jolla Cove Suites, LLC (Suites). The LOI contemplated

26

of their

the IJeimburges

5Q% interest to the Baroudis pursuant to the ROFR, follov'ed by the Baroudis'ale

now 100% interest)

of the Properties to Suites.

Complaint

(of their

Pursuant to thc LOI, Suites made an initial $ 1

million payment, v:hich was deposited in an escrow account along with the LOI.

sale

26.
Annen

On August 12, 2014, the Baroudis notified LJC, UBS, the Heimburges,

of their exercise of the ROFR

and LOI. The LOI called for Suites to purchase the Baroudis

100"lo interest in the Properties for $ 60 million with a closing date

information

AIMCO and

and belief and thereon alleged, Annen promptly

of September 30, 2014. Based on

advised AIMCO

of the Baroudis escrov;

account as early as the next day, August 13, 2014.

27.

On information

Baroudis regarding their source

and belief and thereon alleged, Annen began questioning

of financing

the

necessary to close on the ROFR. Both Annen and

AIMCO knew that the Baroudis did not have the financial ability to match the $26 million PRES
Agreement and for this reason had entered in the LOI with Suites in order to finance the deal.

10

28,

AIMGO's interest in the Properties at this time, if any, was limited to the assigninent

it purports to have received from PRES. Realizing its interest was second in line and subordinate
the Baroudis properly exercised ROFR and accompanying

to

LOI (the "'superior contracts")AIMCO

set about acquiring the Properties by tortious means as it had no contractual rights to do so.

29.

Annen played an integral paix in AIMCO's plan to wrongfully

15

by interfering

16

gleaned from his clients: the Baroudis and Heimburges.

with the superior contracts.

obtain the Properties

Annen provided AIMCO with confidential

Anncn received a commission on the AIMCO-Heimburges

infomiation

In turn AIMCO promised to make sure that

transaction, advising Annen that even

iI

his client would not pay him, AIMCO would reduce the purchase price in order to make sure he v:as

paid a commission.

'I'he agreement between AIMCO and Annen was never disclosed to the

Baroudis.

30.

The very first day AIMCO learned

of the Baroudis'xercise of ROFR, LOI

and

associated escrov: account, it together with Annen set about interfering with and ftustrating the
superior contracts utilizing the information

confidential client relationships.

Annen provided through the exploitation

of his

AIMCO's lawyers drafted a letter challenging the Baroudis

exercise of their ROFR and directed Aruien to have his current clients the Heimbiugessend it out

26

on their letterhead to all

of the partiesIaddressees

contained on the Baroudis notice

of exercise. The

purpose of the letter was to interfere with the Baroudis ROFR exercise. This was first
designed to interfere v,'ith the Baroudis'ontractual

Complaint

of many acts

rights that AIMCO would purse with Annen's

assistance.

31.

In response to AllvICO's interference tactics, implemented

with and through Annen,

the Bamudis attorney emailed AIMCO advising that the Baroudis have the legal right to complete
the purchase

of the

I-Ieimburges

interest and sale

of the 100% interest

in the Properties to a third

from AIMCO. This email conlimied AIMCO's and Annen's

party, ivithout any interference

suspicions that interfering with the Baroudis ROFR would in fact affect another contract between the

Baroudis and a third party.

32.

This cautionary email caused AIMCO to further rely on Annen to orchestrate its

interference with the added benefit

10

of obscuring AIMCO's
"off balance"

Annen to keep the Haroudis'ttorney

involvement.

AIMCO's lawyers advised

by limiting the emails that make it sound like

Annen agreed that the Haroudis attorney did things validly and directing Annen to review, but not

execute anything fTom Baroudis attorney unless Annen talked with AIMCO first. In an August 2014
email, AIMCO thanked Annen for his role in the efforts to 'keep the pressure
regard to the exercise

33.

15

on'he Baroudis

of their ROFR.

AIMCO and Annen knev" their position that the Baroudis had improperly

exercised

AIMCO's senior executive and Chief Investment Officer overseeing

16

their ROFR was unfounded.

17

the deal, John Bezzant, admitted as much to Annen and his lawyers on August 29, 2014,

acknowledging

with

that AliVICO's contract was in 'pendency'apable

of moving

forward only

if the

Haroudis did not timely close.

34.

While acknowledging

internally,

that the Haroudis contractual rights v ere superior,

AIMCO proceeded to attempt to acquire the property by unlawful means, through the
implementation

the I-Ieimburges

of the IIeimburges'nterest

the sale

35.
25

of Annen.

broker, who unlike AIMCO, was intimately involved in

in the Properties to the Baroudis.

Though Annen was intent on furthering AIMCO's plot based on his guaranteed

commission, Thomas Laube the Heimburges

litigation attorney was not, causiug AIMCO to set

about replacing him. Fearful that consistent with Mr. Laube's fiduciary duties and ethical

obligations he would see that his clients'he Heimburges

28

satisfied their contractual obligations to

close with the Baroudis, AIMCO set about replacing Mr. Laube with a an attorney who had a very
Complaint

good relationship

with AIMCO's lawyers.

chosen attorney &ee

lawful exercise

AIMCO even offered to provide the I-leimburges with its

of charge to encourage

of their ROFR.

the Heimburges'ontinued

opposition to the Bamudis

In response io AIMCO's concerns Annen advised that Mr. Laube

had been told to do nothing, but that Annen would remind him.

36.

on September 16, 2014, AIMCO engaged Annen to have the Fleimburges

Undeterred,

enter into a Contribution

Agreement,

Properties to AIMCO's in exchange for partnership

fee interest in the Properties.

At the time

the Properties were subordinate

to transfer the Heimburges

which purposed

of the

50% interest

in the

umts in the UPREIT fund that would hold the

Contribution

Agreement,

the Heimburges

rights in

to the Baroudis duly exercised RQFR. As discussed above, AIMCO

was aware it had no cognizable interest in the Properties nor could the Heimburges

interest to anyone but the Baroudis, however, neither

of these

prevented

convey their

Annen and AIMCO from

brokering the deal anyway in another attempt to interfere with and step-over the superior contracts.

13

37.

In furtherance

of its

untenable

position, AIMCO alleged the Baroudis exercise

their ROFR was invalid because it did not match the terms ol'the Contribution
regard to the UPREIT investment

structure and partnership

of

Agreement with

units. AIMCO and Annen werc aware

16

course that the only offer the Baroudis had to match and in tact did match, was the June 10, 2014

17

PRES Agreement triggering the ROFR. In addition to having never withdrawn the original PRES

18

Agreement, the I-leimburges also failed to provide notice to LJC, UBS and the Baroudis
purported

20

amendment

to the PRES Agreement

and the Contribution

and their broker Annen executed the Contribution

Agreement.

of the

The Heimburges

Agreement in excess ot one month atter the

Baroudis exercised their ROFR triggering the Heimburges

contractual obligation to sell their interest

in the Properties to the Baroudis and only the Baroudis.

%till the Baroudis closing

38,

drav

"ing ever nearer, on September

senior executive Bezzant liaised with Annen and the Heimburges

for securing the Propetties they purported

26

Heimburges

Complaint

could pursue more

19. 2014, AIMCO

regarding tv,o possible strategies

to have already secured via the Contribution

Bezzant advised that AIMCO could purse a 'white hat'trategy

or alternatively

of

of a "black hat'trategy.

Agreement.

by striking a deal with the Baroudis

'I'he 'black

hat'trategy called for the

to interfere with the Baroudis ROFR by convening a shareholder meeting and resolving

to seB to AIMCO.

39.

On September

29. 2014, the eve of the Baroudi-Heimburge

closing, Annen advised

AIMCO senior executive Bezzant that that the Haroudis had the funds to purchase the Heimburges

50% interest and were all teed

up to

close.

40.

unsuccessful

selling their 100% interest in the properties for $ 60 million to a third-party.

work, AIMCO wrote a letter to Chicago Title giving notice that it believed the Baroudis had not

properly exercised their ROFR. On information

10
~

13

attempt to obtain a temporary restraining

order

in an

("TRO") to prevent the Baroudis fiom

When this tactic did not

and belief and thereon alleged, AIMCO was aware

that Chicago Title was the closing company handling

11

12

On September 29, 2014 AIMCO sued the Baroudis and Heimburges

the Heimburge-Baroudi

transaction based on

AIMCO" s interactions with Annen. the purported broker for the sale, v'ho advised AIMCO of the
escrow account and monies deposited therein.

41.

On September 30, 2014, the Haroudis and their buyer Suites had all required funds

14

deposited into escrow and stood by ready, v,illing and able to close in accordance with the terms

15

their "Agreement for Purchase and Sale

16

(the "Baroudi-Suites Agreement"

17

Haroudis'00% interest

18

and closing

19

42.

).

of Stock

of

and Real Property and Joint Escrow Instructions"

The Baroudi-Suites Agrcetncnt called for Suites to purchase the

with the Baroudis perfecting their ROFR

in the Properties, simultaneously

of the Heimburges escrov'. Neither transaction occurred.

AIMCO, with Annen's assistance, was ultimately

20

Baroudis from perfecting their ROFR and consequently

21

Suites on September 30, 2014.

successful in preventing

the

from closing with both the Heimburges

and

FIRST CAUSE OF ACTION

23

(Negligent Interference with Prospective Economic

Relations Against Annen and DOES 1-20)
25

42 above, as if fully rev.ritten herein.

26

43,

Plaintiffs incorporate paragraphs

27

44.

The Baroudis properly exercised their ROFR on August 12, 2014, resulting in a

28

I through

contract with the Heimburges to obtain their 50% interest in the Properties for $26 million per the

Complaint

terms

of the
45.

June 9, 2014 PRFS Agreement.

Predicated on their ROFR, the Baroudis contracted with Suites to purchase their

100% interest in the Properties (and to finance their ROFR) for $ 60 million as memorialized in the

parties August 12, 2014 LOI. Based on the foregoing contracts avith Heimburges

Barouclis would have recognized future economic benefits.

46.

6
7

notice of'the Baroudis exercise

47.

9
10

Annen and DOES 1-20 knew about the Baroudi-I-leimburges

of their ROFR

Anncn and DOES 1-20 knew about and received notice

Suites, designed to finance the Baroudis ROFR, while simultaneously

transaction and received

of August 12, 2014.

of the Baroudis'OI
I'or the

providing

with a

sale of'the

Baroudis 100% interest in the Properties to Suites.

11

48.

12

information

13

contracts to purchase the Heimburges

14

interest in the Properties to Suites.

Annen and Does 1-20 knew or should have known that providing confidential
and assistance to AIMCO was substantiallv

49.

15

to sell their 100%

Annen and Does 1-20 failed to act with reasonable care in providing information

assistance to AIMCO., whom it understood

17

strategy of'interference

50.

18

likelv to interfere with the Baroudis

50% interest and the Baroudis'ontract

16

19

on or about the morning

and Suites, the

to obtain the Properties through a

to be attempting

with the Baroudis superior contracts,

Annen and Does 1-20 engaged in ivrongful

as more fully discussed above, to include attempting

providing the Heimburges

conduct through colluding with AIMCO

to keep the Baroudis'ttorney

'off

balance,'0

a free attorney to encourage their challenge of the Baioudis exercise of

21

their ROFR, and based on information and belief and thereon alleged, informing AIMCO

22

identity of'the Baroudis escrow account and closing company.

51.

23

prevented the Baroudi-Heimburge

25

transaction

benefit

28

///

of the

Complaint

transaction fiom occurring and consequently

the Baroudi-Suites

from closing on September 30, 2014.

52.

27

of the

The informaiion and assistance Annen and Does 1-20 provided to AIMCO in fact

24

26

and

The Baroudis were harmed as a result

of the

disruption,

bargains they had negotiated with the I leimburges

failing to recognize the full

and Suites.

53.

Annen and Does 1-20 participation

in

AIMCO's plan was a substantial factor in

causing the Baroudis'arm.

54,

As a direct and proximate result

of Annen's

and Does

1-20's actions,

Plaintif'f's were

unable close on either transaction and were damaged in an amount to be proven at trial.

SECOND CAUSE OF ACTION

(Breach of Fiduciary Duty by Attorney Against Annen}

55.

Plaintiffs incorporate paragraphs

56.

Annen breached the duty

adverse party in the same or substantiallv

and by using congdential

infomtation

1-54 above, as if fully set forth herein.

of an auorney owes

to former clients by representing

same matter without obtaininvvritten

gleaned from prior representation

an

informed consent

to the detriment

of the

I'ormer client.

57.

The Baroudis were harmed by Annen's representation

of the

Heimburgcs

assistance to AIMCO, who acted in concett to subvert the Baroudis'ontractual

their opportunity

5S.
17

to purchase the Heimburges'nterest.

'olf balance,"

and advising AltMCO

of the escrow account

and closing company

factors in causing the Baroudis'arm.

werc substantial

20

rights and usurp

Annen's conduct as discussed more fully above, to include attempting to keep the

Baroudis'ttorney

59.

and

As a direct and proximate result of Annen s and Does 1-20's actions, Plaintiffs were

unable to close on eithet transaction and were damaged in an atnount to be proven at trial.

THIRD CAUSE OF ACTION

(Professional Negligence Against Annen and Does 1-20}

26

1-59 above as if fully set forth herein.

60.

Plaintiffs incorporate paragraphs

61.

Annen and Does 1-20 were negligent in disclosing information

and assisting

AIMCO's plan to subvert the Baroudis* superior contractual rights to the Properties, as discussed
more fullv above.

Complaint

62,

The Haroudis vvere harmed by the assistance Annen and Does 1-20 provided to

AIMCO, which ultimately

purchase the Heimburges'nterest

63.

resulted in preventing

Annen's and

in the Properties.

Does'-20

negligence in disclosing information

AIMCO's plan to subvert the Haroudis'uperior

causing the Baroudis'nability

to Suites.

64.

the Baroudis from exercising their ROFR to

and assisting in

contractual rights were substantial

factors in

to exercise their ROFR and also preventing the sale of the Properties

As a direct and proximate result of Annen's and

Does'-20 actionsPlaintiffs

were

unable to close on either transaction and were damaged in an amotuit to be proven at trial.

FOURTII CAUSE OF ACTION

12

plcgllgcnt Supervision Against Sparbcr ABBcn Morris and Gabr1ci anil Docs 1-20)
1-64 above, as if fully set foiah herein.

65.

Plaintiffs incorporate paragraphs

14

66.

Annen v,as unfit to broker the Haroudis-Heimburges

15

Baroudis exercise

16

67,

transaction

llowing froin the

of their ROFR.

SAMG knew or should have known that Annen and Does 1-20 were unfit to broker

17

the Baroudis-Heimburges

18

that provided him with

19

counsel for LJC and UBS, and was involved in extensive and continued communications

20

AIMCO and its attotateys who promised him a commission even

21

fully discussed above.

68.

transaction.

a commission, he had previously represented the Baroudis and served as

The cumulative

Does'-20

Annen's and

24

former clients. the Baroudis.

26
27
28

69.

if his

with

clients would not as more

effect of the foregoing, as discussed more fully above, resulted in

unfitness to broker the transaction creating a particular risk to SAMG's

23

25

Annen had a strong self-interest in the deal, preferring oil'ers

Annen's and

Does'-20

unfitness harmed the Baroudis who vvere unable to close on

the deal Annen was supposed to broker.

70.

SAMG's negligence in supervising Annen and Does 1-20 was a substantial

causing the Haroudis harm.

]2
Complaint

factor in

71.

As a direct and proximate result of SAMG's actions, Plaintiffs were unable to close

on either transaction

and were damaged in an amount to be proven at trial.

(Intentional Interference with Contractual Relations

Against Annen and Does 1-20)

72.

Plaintiffs incorporate paragraphs

73.

Pursuant to their validly exercised ROFR the 13aroudis had a contract with the

I-leimburges

10

to buy their 60"/tt interest in the Propetties.

another contract with Suites to purchase their resulting

74.
12

1-71 above. as if fully set forth herein.

Pursuant to their ROFR, the Baroudis had

100'/a interest in the Properties.

As discussed more fully above. Annen was aware

of each

existing contract having

received notice from the Baroudis.

75.

Intending to intm fere with and prevent the Baroudis contracts with the Heimburges

and Suites from closing, Annen acted in concert with AIMCO in furtherance

15

of the

of AIMCO's

purchase

property instead, resulting in Annen receiving a commission he would not have received, had

the Baroudis contracts been fully executed.

As discussed more fully above, in pursuit of his

commission, Annen instructed Mr. Laube to do nothing, avoided communications

indicating the

Baroudis prt>perly exercised their ROFR and provided AIMCO with confidential information

19

kncv; would be used to interfere with Baroudis contracts to purchase the Properties.

20

76.

As a result, the contracts were never fully executed resulting in harm to the Baroudis

who did not receive the beneltt

22
3

Annen

of the bargain.

Annen and AIMCQ intended this result so that AIMCO could purchase the Propetties instead

Baroudis and Annen would receive his commission.

26

13
Complaint

of the

WHEREFORE Plaintiffs, the Baroudis, respectfully pray for the following relief:
(a) An av,ard of damages to be proven at trial,

(bj Reasonable attorneys'ees;

('c')

Cost of suit herein; and

(d) Any such further relief the Court deems just and proper.

Respectfully

Submitted,

Dated: April 15, 2015

GORDON & I-IOL@PS

RAN
MES
ANDREWG.NAGURNEY
Attorneys for Plaintiffs
KRISTA PtAROUDI, as an 1lldfvfdual atld as
Trustee of'he Richard D. I-leron and Katherine H.
Heron Trust; and liIARCO BAROUDI

16
17

20

27
28
Complaint