1 Frederic L. Gordon (SBN 98994)Rhonda.l. Holmes (SBN 157017

2 Andrew G. Nagurney (SBN 301894)GORDON k I-IOLMES

3 223 %, Date StreetSan Diego. California 92101-3571

4 Tel: 619-696-0444 Fax: 619-696-1144

5 Attorneys for PlaintiffsKRISTA 13AROUDI, as an individual and as Trustee of

6 the Richard D. Heron and Katherine H. Heron Trust;and MARCO BAROUDI

7

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO- CENTRAL DIVISION

Cz

ad15

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RICHARD J. ANNEN, an individual;SPARBER ANNEN MORRIS X GABRIELa Professional Lav: Corporation; and DOESI to 20. Inclusive.,

10 KRISTA BAROUDI as an individual and asTrustee of the Richard D. Heron and

11 Katherine H, I-Ieron Trust: and MARCOBAROI JDI, an individual

12Plaintiff's,

13

Case No.:

COMPLAINT FOR:

Negligent Interference With ProspectiveEconomic Relations,

2. Professional Negligence,3. Breacll Of Fniuelary Duty Bv Attorney,4. Negligent Supervision; and5. Intentional Interference With Contractual

Relations.

I IMAGED FILE

17 Defendants. UNLIMITED CIVIL JURISDICTIONJURY TRIAL DEMANDED

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19 Plaintiffs KRISTA BAROUDI, individually and as Trustee of the Richard D. Heron and

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

VENUE AND THE PAlkTIES

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

24 actions complained of herein occurred in San Diego County.

2. Plaintiff Krista Baroudi ("Krista.") is, and at all times mentioned herein was, an26 individual residing in San Diego County, California. Krista is also Trustee of the Richard D. Heron

27 and Katherine H. Heron Trust.

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ooc, Na.: 4378 Complaint

3. Plaintiff Marco Baroudi ("Marco" ) is, and at all times mentioned herein v;as, anindividual 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. Defendant Richard J. Annen ("Anncn") is. and at all times mentioned herein vvas. an

individual residing in San Diego County, California,

6. Defendant Sparber, Annen, Mon is and Gabriel ("SAMG") is, and at all timesmentioned 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 of said Defendants when

ascertained, Plaintiffs are informed and believe and thereon allege that each 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 saidDefendants'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 other co-Defendants, and in doing the things

hereafter alleged, were acting within the scope of their authority as agents, servant, employee,

instrumentality, representative, co-venturer and partner, and with the permission and consent of their

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

herein.

9. Non-party AIMCO Properties. L.P.(AIMCO) is, and at all times herein mentionedwas, a Delaware limited partnership doing business in San Diego County, California,

10. Non-party Neil Heimburge is, and at all times herein mentioned was, an individual

residing in San Diego County, California.

Complaint

I 11. Non-party Erik lleimburge is, and at all times herein mentioned was, an individual

2 residing in San Diego County, California.

12, Non-patty Sandra Squires is, and at all times here mentioned was, an individual

4 residing in Del Norte County, California.

13. Non-parties Neil Heimburge, Frik Heimburge and San Squires are siblings. I'hey

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

14. The Baroudis and Heimburges are cousins and 50I50 owners in La Jolla Cove Motel

8 and Hotel Apartments Corporation ("LJC")and Universal Boot Shops Partnerships ("UBS")9 (collectively "the Properties."). The instant litigation relates to the sale of the Properties. which are

10 comprised of a hotelresidential properly and retail spaces situated along I.a Jolla's scenic ocean-

11 front. The Heimburges and Baroudis v ere third generation ovmers of the prized parcels, receiving

12 the Properties through inheritance. The inheritance documents provided, among other things, a

13 Right of First Refusal ("ROFR") in the event the Baroudis or Heimburges v ished to sell their14 interests.

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17 15. This case presents the cut-throat story of an attorney-real estate broker who

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

19 Real L'state Investment Trust ("REIT', and the Heimburges against his long-time clients the20 Baroudis to interfere with their contractual ROI'R in order to obtain a commission on the sale of the

21 family property. In furtherance of AIMCO's scheme to steal the family property out from

22 underneath Annen's clients (the Baroudis), Annen acted as AIMCO s mouthpiece and disclosed

23 confidential client information all so Annen could wrongfully secure a $2.3 million commission

24 stemming fiom AIMCO's purchase of the Properties.

16. Annen is the managing pattner of SAMG and long-time attorney for the Baroudis.

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

27 to bill for his services through 20'14. In addition to directly representing the Baroudis, Annen v as

28 also counsel to LJC and UBS for approximately twelve (12) years, garnering privileged and

Complaint

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 of remaining family business: brokering the sale of the Properties. Byvirtue of the sale, Annen expected to receive a handsotne commission. The problem for Annen,

however, ivas that Krista objected to Annen acting as a broker for the sale of the properties therebyeliminating Annen's ability to obtain a commission on the sale of'the property.

18. In an attempt to work around Krista's objection, Annen first set out as an attorney to10 negotiate the terms of thc sale. His attempt failed,

19. In a decidedly elementary solution to his complex problem, Annen lired his clients.

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

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clients'bjections. Annen sought a fee based upon a calculation as if he represented both theBaroudis and the Heimburges. Thc cont)ict between the Heimburges and the Baroudis resulted in

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

he had garnered from his prior representation to their disadvantage. 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 executed a "Stock and General Partner Interest19

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Purchase Agreement" ("PRES Agreement" ) with PRES Real Estate Investments, LLC {"PRES").The PRES Agreement called for the sale of the Heimburges entire 50/a interest in the Properties for

approximately $26 million. The Heimburges 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. On July 17, 2014, AIMCO purported it became the assignee of the PRES Agreement.

26 The purported assignment to AIMCO did not change the terms of the PRES Agreement, nor did it

have any effect on LJC's UBS's or the Baroudis'xisting ROFR, which remained open and

28 irrevocable for the stated duration. On the same day, the Heimburges and AIMCO entered into a

Complaint

"Memorandum of Understanding" ("MOU"), detailing the parties future plan to amend the PRESAgreement to allov for the possibility ol'ttucturing the deal as an umbrella patsnership real estate

investment trust ("IJPREIT") in order to avoid or defer tax consequences. I.ike the assignment, theMOU did not have any effect of the existing ROFRs.

22. On July 25, 2014, AIMCO and the I-leimburges executed an "Amendment to Stock

and General Partner Interest Purchase Agreement'"Amended Purchase Agreement*'), which

putported to amend the existing PRES Agreement. The language in the Amended Purchase

Agreement was permissive, requiring only that the Buyers "consider" the "possibility" of an

alternative transaction structure as "an accommodation" to Sellers in order to avoid or defer taxable

10 gains, "subject*'o the parties reaching a further agreement. Like the assignment and the MOU, theAmended Purchase Agreement did not have any effect on the existing ROFRs.

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

13 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.

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

purchase the Heimburges interest. By exercising their ROFR the Baroudi's agreed to purchase the

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

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

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 signed

escrow instructions consistent with the terms of sale under the PRES Agreement, 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 Letterof'ntent

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

26 of their 5Q% interest to the Baroudis pursuant to the ROFR, follov'ed by the Baroudis'ale (of theirnow 100% interest) of the Properties to Suites. Pursuant to thc LOI, Suites made an initial $ 1

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

Complaint

26. On August 12, 2014, the Baroudis notified LJC, UBS, the Heimburges, AIMCO and

Annen of their exercise of the ROFR and LOI. The LOI called for Suites to purchase the Baroudis100"lo interest in the Properties for $60 million with a closing date of September 30, 2014. Based on

information and belief and thereon alleged, Annen promptly advised AIMCO of the Baroudis escrov;

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

27. On information and belief and thereon alleged, Annen began questioning the

Baroudis regarding their source of financing 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 to

the Baroudis properly exercised ROFR and accompanying LOI (the "'superior contracts")AIMCOset about acquiring the Properties by tortious means as it had no contractual rights to do so.

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29. Annen played an integral paix in AIMCO's plan to wrongfully obtain the Properties

by interfering with the superior contracts. Annen provided AIMCO with confidential infomiation

gleaned from his clients: the Baroudis and Heimburges. In turn AIMCO promised to make sure that

Anncn received a commission on the AIMCO-Heimburges transaction, advising Annen that even i I

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 Annen provided through the exploitation of his

confidential client relationships. 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 of many acts

designed to interfere v,'ith the Baroudis'ontractual rights that AIMCO would purse with Annen's

Complaint

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

party, ivithout any interference from AIMCO. This email conlimied AIMCO's and Annen's

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 of obscuring AIMCO's involvement. AIMCO's lawyers advised

10 Annen to keep the Haroudis'ttorney "off balance" 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 on'he Baroudis with

regard to the exercise of their ROFR.

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

their ROFR was unfounded. AIMCO's senior executive and Chief Investment Officer overseeing

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

acknowledging 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 of Annen. the I-Ieimburges broker, who unlike AIMCO, was intimately involved in

the sale of the IIeimburges'nterest in the Properties to the Baroudis.

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

25 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 satisfied their contractual obligations to

28 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. AIMCO even offered to provide the I-leimburges with its

chosen attorney &ee of charge to encourage the Heimburges'ontinued opposition to the Bamudis

lawful exercise of their ROFR. In response io AIMCO's concerns Annen advised that Mr. Laube

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

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

enter into a Contribution Agreement, which purposed to transfer the Heimburges 50% interest in the

Properties to AIMCO's in exchange for partnership umts in the UPREIT fund that would hold the

fee interest in the Properties. At the time of the Contribution Agreement, the Heimburges rights in

the Properties were subordinate to the Baroudis duly exercised RQFR. As discussed above, AIMCOwas aware it had no cognizable interest in the Properties nor could the Heimburges convey their

interest to anyone but the Baroudis, however, neither of these prevented 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 of

their ROFR was invalid because it did not match the terms ol'the Contribution Agreement with

regard to the UPREIT investment structure and partnership units. AIMCO and Annen werc aware of

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

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

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

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purported amendment to the PRES Agreement and the Contribution Agreement. The Heimburges

and their broker Annen executed the Contribution 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.

38, %till the Baroudis closing drav "ing ever nearer, on September 19.2014, AIMCO

senior executive Bezzant liaised with Annen and the Heimburges regarding tv,o possible strategies

for securing the Propetties they purported to have already secured via the Contribution Agreement.

26 Bezzant advised that AIMCO could purse a 'white hat'trategy by striking a deal with the Baroudis

or alternatively could pursue more of a "black hat'trategy. 'I'he 'black hat'trategy called for the

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

Complaint

I to seB to AIMCO.

39. On September 29. 2014, the eve of the Baroudi-Heimburge closing, Annen advised

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

4 50% interest and were all teed up to close.

5 40. On September 29, 2014 AIMCO sued the Baroudis and Heimburges in an

6 unsuccessful attempt to obtain a temporary restraining order ("TRO") to prevent the Baroudis fiom7 selling their 100% interest in the properties for $60 million to a third-party. When this tactic did not

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

9 properly exercised their ROFR. On information and belief and thereon alleged, AIMCO was aware

10 that Chicago Title was the closing company handling the Heimburge-Baroudi transaction based on

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AIMCO" s interactions with Annen. the purported broker for the sale, v'ho advised AIMCO of the

12 escrow account and monies deposited therein.

13 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 of

15 their "Agreement for Purchase and Sale of Stock and Real Property and Joint Escrow Instructions"

16 (the "Baroudi-Suites Agreement" ). The Baroudi-Suites Agrcetncnt called for Suites to purchase the17 Haroudis'00% interest in the Properties, simultaneously with the Baroudis perfecting their ROFR

18 and closing of the Heimburges escrov'. Neither transaction occurred.

19 42. AIMCO, with Annen's assistance, was ultimately successful in preventing the

20 Baroudis from perfecting their ROFR and consequently from closing with both the Heimburges and

21 Suites on September 30, 2014.

23 FIRST CAUSE OF ACTION

25

(Negligent Interference with Prospective EconomicRelations Against Annen and DOES 1-20)

26 43, Plaintiffs incorporate paragraphs I through 42 above, as if fully rev.ritten herein.

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

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

Complaint

I terms of the June 9, 2014 PRFS Agreement.

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

3 100% interest in the Properties (and to finance their ROFR) for $60 million as memorialized in the4 parties August 12, 2014 LOI. Based on the foregoing contracts avith Heimburges and Suites, the

5 Barouclis would have recognized future economic benefits.

6 46. Annen and DOES 1-20 knew about the Baroudi-I-leimburges transaction and received

7 notice of'the Baroudis exercise of their ROFR on or about the morning of August 12, 2014.8 47. Anncn and DOES 1-20 knew about and received notice of the Baroudis'OI with a

9 Suites, designed to finance the Baroudis ROFR, while simultaneously providing I'or the sale of'the

10 Baroudis 100% interest in the Properties to Suites.

11 48. Annen and Does 1-20 knew or should have known that providing confidential

12 information and assistance to AIMCO was substantiallv likelv to interfere with the Baroudis

13 contracts to purchase the Heimburges 50% interest and the Baroudis'ontract to sell their 100%

14 interest in the Properties to Suites.

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

16 assistance to AIMCO., whom it understood to be attempting to obtain the Properties through a

17 strategy of'interference with the Baroudis superior contracts,

18 50. Annen and Does 1-20 engaged in ivrongful conduct through colluding with AIMCO

19 as more fully discussed above, to include attempting to keep the Baroudis'ttorney 'offbalance,'0

providing the Heimburges 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 of the22 identity of'the Baroudis escrow account and closing company.

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

24 prevented the Baroudi-Heimburge transaction fiom occurring and consequently the Baroudi-Suites

25 transaction from closing on September 30, 2014.

26 52. The Baroudis were harmed as a result of the disruption, failing to recognize the full

27 benefit of the bargains they had negotiated with the I leimburges and Suites.

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Complaint

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

56. Annen breached the duty of an auorney owes to former clients by representing an

adverse party in the same or substantiallv same matter without obtaininvvritten informed consent

and by using congdential infomtation gleaned from prior representation to the detriment of theI'ormer client.

57. The Baroudis were harmed by Annen's representation of the Heimburgcs and

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

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their opportunity to purchase the Heimburges'nterest.

5S. Annen's conduct as discussed more fully above, to include attempting to keep the

Baroudis'ttorney 'olf balance," and advising AltMCO of the escrow account and closing company

werc substantial factors in causing the Baroudis'arm.

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59. 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}60. Plaintiffs incorporate paragraphs 1-59 above as if fully set forth herein.

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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

I 62, The Haroudis vvere harmed by the assistance Annen and Does 1-20 provided to

2 AIMCO, which ultimately resulted in preventing the Baroudis from exercising their ROFR to

3 purchase the Heimburges'nterest in the Properties.

63. Annen's and Does'-20 negligence in disclosing information and assisting in5 AIMCO's plan to subvert the Haroudis'uperior contractual rights were substantial factors in

6 causing the Baroudis'nability to exercise their ROFR and also preventing the sale of the Properties

7 to Suites.

8 64. As a direct and proximate result of Annen's and Does'-20 actionsPlaintiffs were9 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)65. Plaintiffs incorporate paragraphs 1-64 above, as if fully set foiah herein.

14 66. Annen v,as unfit to broker the Haroudis-Heimburges transaction llowing froin the

15 Baroudis exercise of their ROFR.

16 67, SAMG knew or should have known that Annen and Does 1-20 were unfit to broker

17 the Baroudis-Heimburges transaction. Annen had a strong self-interest in the deal, preferring oil'ers

18 that provided him with a commission, he had previously represented the Baroudis and served as

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

20 AIMCO and its attotateys who promised him a commission even if his clients would not as more

21 fully discussed above.

68. The cumulative effect of the foregoing, as discussed more fully above, resulted in

23 Annen's and Does'-20 unfitness to broker the transaction creating a particular risk to SAMG's

24 former clients. the Baroudis.

25 69. Annen's and Does'-20 unfitness harmed the Baroudis who vvere unable to close on

26 the deal Annen was supposed to broker.

27 70. SAMG's negligence in supervising Annen and Does 1-20 was a substantial factor in

28 causing the Haroudis harm.

Complaint]2

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 RelationsAgainst Annen and Does 1-20)

72. Plaintiffs incorporate paragraphs 1-71 above. as if fully set forth herein.

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

I-leimburges to buy their 60"/tt interest in the Propetties. Pursuant to their ROFR, the Baroudis had

another contract with Suites to purchase their resulting 100'/a interest in the Properties.

74. As discussed more fully above. Annen was aware of each existing contract havingreceived notice from the Baroudis.

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

15

and Suites from closing, Annen acted in concert with AIMCO in furtherance of AIMCO's purchase

of the 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

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

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

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

who did not receive the beneltt of the bargain.

Annen and AIMCQ intended this result so that AIMCO could purchase the Propetties instead of theBaroudis and Annen would receive his commission.

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Complaint13

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

RANMES

ANDREWG.NAGURNEYAttorneys for PlaintiffsKRISTA PtAROUDI, as an 1lldfvfdual atld asTrustee of'he Richard D. I-leron and Katherine H.Heron Trust; and liIARCO BAROUDI

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Complaint