Plaintiff, : Motion Seq. Nos. 001, 002 : -against- : IAS Part 53 (Ramos, J.) ALLEGAERT BERGER & VOGEL LLP. 111 Broadway, New York, New York 10006

Transcription

1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK _ X FSN, LLC, : : Index No /2017 Plaintiff, : Motion Seq. Nos. 001, 002 : -against- : IAS Part 53 (Ramos, J.) : MAYBROOK-P PROPCO HOLDINGS, LLC, : NOTICE OF SETTLEMENT MAYBROOK-C PROPCO HOLDINGS, LLC, : OF ORDER MAYBROOK-P OPCO HOLDINGS, LLC, : MAYBROOK-C OPCO HOLDINGS, LLC, : BENJAMIN LANDA, EPHRAM LAHASKY, : JOSHUA FARKOVITS, DAVID GAMZEH, : DAVID GAST, AKIVA GLATZER, : SAM HALPER and BENT PHILIPSON, : Defendants. : â â - â â - â â â â â ---" â - â â â â â â â â â â -- â x PLEASE TAKE NOTICE that the attached Order will be presented for settlement and signature to the Hon. Charles E. Ramos in Part 53, at the Courthouse, 60 Centre Street, Room 238, New York, New York on May 2, 2018 at 9:30 a.m., or as soon thereafter as counsel can be heard. Dated: New York, New York April 26, 2018 ALLEGAERT BERGER & VOGEL LLP Sy an L.. affer 111 Broadway, 20th FlOOr New York, New York (212) Attorneys for Defendants

2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X FSN, LLC, : : Index No /2017 : Plaintiff, : Motion Seq. Nos. 001, 002 -against- : IAS Part 53 (Ramos, J.) : MAYBROOK-P PROPCO HOLDINGS, LLC, : MAYBROOK-C PROPCO HOLDINGS, LLC, : MAYBROOK-P OPCO HOLDINGS, LLC, : MAYBROOK-C OPCO HOLDINGS, LLC, : [PROPOSED] ORDER BENJAMIN LANDA, EPHRAM LAHASKY, : JOSHUA FARKOVITS, DAVID GAMZEH, : DAVID GAST, AKIVA GLATZER, : SAM HALPER and BENT PHILIPSON, : : Defendants. : -X Plaintiff FSN, LLC having commenced this action by filing and serving a Summons and Notice of Motion for Summary Judgment in Lieu of Complaint upon Defendants MAYBROOK-P PROPCO HOLDINGS, LLC, MAYBROOK-C PROPCO HOLDINGS, LLC, MAYBROOK-P OPCO HOLDINGS, LLC, MAYBROOK-C OPCO HOLDINGS, LLC, (the "Borrower Defendants") and BENJAMIN LANDA, EPHRAM LAHASKY, JOSHUA FARKOVITS, DAVID GAMZEH, DAVID GAST, AKIVA GLATZER, SAM HALPER and BENT PHILIPSON (collectively, the "Guarantor Defendants" and together with the Borrower "Defendants" Defendants, the "Defendants"); and Defendants having appeared in this action and having crossmoved to dismiss the complaint pursuant to CPLR.3211(a) and (7) or for Summary Judgment pursuant to CPLR 3212, which cross-motion was opposed by Plaintiff; and the Court having heard argument of counsel on April 10, 2018 and having rendered its decisions on the record denying the motion and granting the cross-motion in part, and the Court having entered its

3 short-form order on April 19, 2018 directing the settlement of an order on notice [NYSCEF Doc. No 58]. NOW, upon the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint dated August 21, 2017 and the Affidavit of Anthony J. Sciole sworn to on August 21, 2017, together with its exhibits, in support of the motion; and the Notice of Cross-Motion to Dismiss the Complaint pursuant to CPLR 3211(a) and (7) or, in the alternative, for summary judgment dismissing the action pursuant to CPLR 3212, the Affidavit of Ephram Lahasky sworn to on October 25, 2017, the Affidavit of Mindy Goldberg-Ehrenfeld sworn to on October 26, 2017 and the Affirmation of Hyman L. Schaffer dated October 27, 2017, together with their exhibits, all in opposition to the motion and in support of the cross-motion; the Reply Affidavit of Anthony J. Sciole, sworn to on January 12, 2018, in opposition to the cross-motion and in further support of the motion; and the Affirmation of Hyman L. Schaffer dated January 30, 2018 in further support of the cross-motion; and upon the transcript of proceedings dated April 10, 2018; it is ORDERED, that Plaintiff's motion for summary judgment in lieu of complaint is DENIED; and it is further ORDERED, that Defendants' Cross-motion for Summary Judgment is GRANTED in its entirety, and all claims set forth in the Notice of Motion for Summary Judgment in Lieu of Complaint are DISMISSED as to all Defendants, with the exception only of Plaintiff's claim that the Borrower Defendants defaulted in the payment of the August 2017 Note installment, and the Borrower Defendants' defenses thereto, as to which the Court finds issues of fact requiring trial; and it is further

4 ORDERED, that Plaintiff, should it be so advised, is granted leave to file a complaint pursuant to Article 30 of the CPLR against only the Borrower Defendants as to their alleged default in paying the August 2017 Note installment. Any such complaint shall be filed no later than May, 2018, barring which this action shall be subject to dismissal in its entirety upon notice of Plaintiff's failure to file. ENTER, Dated: New York, New York May, 2018 CHARLES E. RAMOS, J.S.C.

5 1 1 2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - CIVIL TERM - PART X 4 FSN, LLC, 5 -against- Plaintiff, MAYBROOK-P PROPCO HOLDINGS, LLC, 7 MAYBROOK-C PROPCO HOLDINGS, LLC MAYBROOK-P OPCO HOLDINGS, LLC 8 MAYBROOK-C OPCO HOLDINGS, I LLC BENJAMIN LANDA, EPHRAM LAHASKY 9 JOSHUA FARKOVITZ, DAVID GAMZEH, DAVID GAST, g AKIVA GLATZER, J SAM 10 HALPER and BENT PHILIPSON, 11 I Defendants X 12 Index # /2017 Proceedings Centre Street New York, New York 14 April 10, B E F O R E: 16 HONORABLE CHARLES E.. RAMOS, Justice. 17 A P P E A R A N C E S: DILWORTH PAXSON, LLP 99 Park Avenue 20 New York, New York BY: FRANCIS P. MANERI, ESQ. 21 IRA N. GLAUBER, ESQ. Attorneys for Plaintiff 22 ALLEGAERT BERGER 6 VOGEL, LLP Broadway - 20th Floor New York, New York BY: HYMAN L.. SCHAFFER, ESQ. Attorney for Defendant DEBORAH A. ROTHROCK, RPR Official Court Reporter DEBORAH A. ROTHROCK â OFFICIAL COURT REPORTER

6 2 1 -Proceedings- 2 3 THE COURT: Good morning. 4 All right. It seems to be a fairly simple motion 5 and a fairly simple defense. There are issues as well. But 6 cutting through a lot of it; you've got a note, there was a 7 default in one of the payments, you accelerated. 8: The defendants says, wait a minute, you can't 9 accelerate this loan because you have a subordination 10 agreement with the you' principal, re the Mezz loan, the 11 second line, and you don't address that defense in your 12 reply memo. I'm wondering, are we done? 13 MR. MANERI: Your Honor, may I? 14 THE COURT: Please. 15 MR. MANERI: Frank Maneri; Dil Worth Parson, pro 16r hac vice on behalf of the plaintiff FSN, 17 Your Honor, in our opposition motion we addressed 18 it, the acceleration issue, by addressing the fact that we 19 have the right to enforce the guaranty. 20 THE COURT: The guaranty only as the debt as 21 accelerated. 22 MR. MANERI: I would not agree with that. 23 THE COURT: The language is in the guaranty "as 24 accelerated." You cannot accelerate the debt. You can 25 recover the unpaid interest. 26 MR. MANERI: Correct. â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

7 -Proceedings- 2 THE COURT: I think that has been paid already, 3' 3 hasn't it? 4 MR. MANERI: It has not been. 5 The 94,000 was sent to a different entity, not FSN, 6 and we construed the letter. 7 THE COURT: That was the consulting thing? 8 MR. MANERI: Correct. We believed it was for a 9 consulting fee. 10 THE COURT: Okay. 11 MR. MANERI: The guaranty says that it is a 12 guaranty of present and continuing guaranty of payment and 13 lender shall not be required to prosecute collection, 14 enforcement, or other remedies against any borrower or any 15 other guarantor of the payment obligation. 16 THE COURT: You're not reading the part of the 17 guaranty that talks about acceleration. 18 MR. MANERI: I would like to point out that the 19 remedies upon default at Section 15.1 of the loan agreement, 20 your Honor, that Mr. Lahasky attached to his affidavit. 21 THE COURT: Look, you certainly have the right to 22 enforce this obligation, provided they have paid off the 23 primary loan, first loan. 24 MR. MANERI: Your Honor, it was not the intent. 25 THE COURT: That was a three way agreement? 26 MR. SCHAFFER: Correct. â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

8 1 -Proceedings- 2 THE COURT: The borrowers, the bank, and the mezz 3 lender. 4 MR. SCHAFFER: Yes.. 5 MR. MANERI: Your Honor, Section 15.1 of the loan 6' 6 agreement provides that-- 7 THE COURT: It is a subordination agreement that 8 stops you. I know you have the rights you have under the 9 note and the loan agreement; no one is arguing that. 10 But there's a subordination agreement that says, 11 but wait a minute you can't do that until we admit the first 12 lender has been paid off, unless they agree. 13 MR. MANERI: That is as against the borrower, not 14 as against the guarantors. 15 THE COURT: Let's go to the guaranty. I think that 16 is what this is really about. 17 Each guarantor -- looking at Paragraph Each guarantor is hereby jointly, severally, 19 irrevocably and unconditionally guarantees to lender the 20 punctual payment of performance when due, whether at demand, 21 maturity, acceleration or otherwise. 22 The guarantor has to pay what the obligor has to 23 pay. That is what the guaranty is all about. 24 MR. MANERI: It also provides that each guarantor 25 represents in covenants to lender that no senior loan 26 document, which is the subordination agreement, â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

9 5 1 -Proceedings- 2 subordination agreement, or any other document or agreement 3 does or shall limit or restrict the obligation of the 4 guarantors hereunder. And the Loan Agreement at Section THE COURT: Counsel, this is a slam dunk. It 6 really is. 7. This is the language that I have seen over and 8 over. I've only been a judge for 36 years. I'm a senior 9 commercial judge in New York. Come on. 10 I think they are entitled to the unpaid interest. 11 MR. SCHAFFER: Your Honor, I will address that. 12 They have gotten it. It is very important for the 13 Court to understand. If you go through the Lahasky 14 affidavit, what happened here is that five payments were 15 made over three days. They eventually -- they did 16 accelerate the debt in violation of the subordination 17 agreement and they declared due and owning, which they were 18 not entitled to do under the subordination agreement. 19 What ended up happening, when we got the default 20 letter, we thought we had paid it and it turns out two have 21 not been made. So we sent it out immediately and they were 22 paid by the guarantors at Mr. Lahasky's direction, as a 23 guarantor, to take care of that payment. And if you read 24 the note THE COURT: Who is the payee? 26 NR. SCHAFFER: Well, the payee -- DEBORAH A. ROTHROCK â OFFICIAL COURT REPORTER

10 r 6 1 -Proceedings- -Pr 2 THE COURT: I think you' re saying they paid the 3 wrong person? 4 MR. SCHAFFER: They cannot deny that they got every 5 cent of interest to account under their control; that is 6 what happened. 7 The specific entity, which they are not denying 8 being an affiliate of until we showed the document, they 9 denied this outright. We show them that. They knew exactly 10 what this was because they got the same payment all the 11 time.. 12 They got two checks every month; one from the east 13 and one called west. You put the two together and it gives 14 you the entire payment. 15 They admit they got the first payment. That was 16 sent to the correct account. 17 The second payment was sent in error to something 18 called RSC Consulting, I believe, and it was for $94, If you add that payment --and it says by way on the wire 20 confirmation what it was for -- it said reliant mezz loan 21 payment. 22 THE COURT: Why was it sent to the wrong payee? 23 MR. SCHAFFER: Because at the time that we did this 24 there seemed to have been a change in bank accounts and the 25 employee who used to handle it had left the company. There 26 was knew employee. As soon as we did it we sent it right â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

11 I 7 1 -Proceedings- 2 out. 3 THE COURT: What you are presenting me with is an 4 explanation but it is not sufficient for me to dismiss the 5 complaint. 6 What we are going to have to have is a hearing or 7: trial to determine this. They contend that that payment was 8 made for some consulting payment to the payee who actually 9 got it. 10 MR. MANERI: Yes, the entity that is the party to 11 the Consulting Agreement, your Honor, not the lender, FSN. 12 MR. SCHAFFER: Your Honor, I must say that the 13 assertion that this is somehow linked to the Consulting 14 Agreement requires that their motion be denied one way or 15 the other. But beyond that they can't deny that they have 16 all of the money they were entitled to. 17 THE COURT: Hang on. Let me think. 18 This motion by the plaintiff is to accelerate the 19 note against all the defendants, or just the guarantors? 20 MR. SCHAFFER: Here is what they did: They 21 accelerated. They sent a notice of default and acceleration 22 on August 9th. 23 THE COURT: Yes. 24 MR. SCHAFFER: If you look at that, your Honor, it 25 is exhibit THE COURT: Let me be more technical than that â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

12 8 1 -Proceedings- 2 because the pleadings are very important as far as I'm 3 concerned. 4 Let me take a look at the notice of motion. You 5 made a cross-motion. They have a notice of motion, if I 6 could find it. 7 (Pausing.) 8 All right. Let's see what the petition says, the 9 affidavit. 10 (Pausing.) 11 you' Oh, re right. The summary judgment against the 12 borrowers and the guarantors. All right. So that motion is 13 denied. 14 Now your motion for summary judgment, I'm going to 15 grant it with regard to the guarantors. 16 MR. SCHAFFER: Yes.. 17 THE COURT: If the plaintiff is so advised, they 18 can file a form and serve a formal complaint, not a motion, with regard to this, they say one or more interest 20 payments were not made, that is the 90 somewhat thousand 21 dollars, and then we will deal with that if we have to. 22 MR. SCHAFFER: Your Honor, I'm not sure that you 23 really have to because they are not going to deny they got 24 that money. They will say it it was sent to the wrong 25 account. 26 THE COURT: That might be. - DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

13 9 1 -Proceedings- 2 MR. SCHAFFER: You could ask counsel. 3 THE COURT: Well, look, I don't know if they 4 control that other entity. If you could convince them that 5 this is all a waste of time, fine. I wasn't there. I'm not 6 familiar with all the facts and circumstances in this case. 7 I don't know what the relationship is between the 8 plaintiff and the other entity. 9' MR. SCHAFFER: They were affiliates. They were 10' 10 affiliates and it actually says so. 11 THE COURT: Even if they are affiliates; who says 12 the affiliate has to pay the money over to FSN? 13 MR. SCHAFFER: It is owned by the three people. 14 THE COURT: He is shaking his head no. I would 15 love to get rid of the case. 16 MR. SCHAFFER: FSN stands for Ferrante, Sciole, and 17 Niles. 18 THE COURT: What I said on the record is my ruling. 19 Your summary judgment is granted to the extent of 20 dismissing the guarantors, it is premature to them. And, 21 obviously, summary judgment is granted as to the borrowers 22 because it was also premature to them except -- except on 23 this issue of whether or not that one payment was in fact 24 made; maybe the whole case boils down to 90 somewhat 25 thousand dollars. Their motion for summary judgment is 26 denied outright. â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER

14 10 1 -Proceedings- 2 Okay. Thank you, very much. 3 MR. MANERI: Thank you. 4 MR. SCHAFFER: Thank you. 5 Your Honor, could I have a clarification? 6 We are trying to pay this note off. There are 7 certain that they were entitled to accelerate and get 8 default interest, which is a big number at this point. 9 THE COURT: The ruling is that they can't 10 accelerate. 11 MR. SCHAFFER: Therefore they are not entitled to 12 any interest? 13 THE COURT: I'm not saying that. I'm not making 14 that determination yet. 15 MR. MANERI: Thank you. 16 MR. SCHAFFER: Thank you (Whereupon, the proceedings concluded.) 19 * * * 20 It is hereby certi i d that the foregoing is a true 21 and accurate transcript of h proceedings DEBORAH. 0 R 24 Official rt Re rter 25 ~s. _ â DEBORAH A. ROTHROCK OFFICIAL COURT REPORTER J

15 FSN v. MAYBROOK... April 10, 2018 i o beyond 4:25 enforce (2) 7:15 cross-motion $ 2:19;3:22 G boils 8:5 enforcement $94, :24 cutting 3:14 gives borrower 6:18 (2) 2:6 entire 6:13 3:14;4:13 6:14 Good borrowers A (3) D entitled (3) 2:3 4:2;8:12;9:21 5:10,18;7:16 grant days accelerate entity (5) (4) 8:15 C 5:15 3:5;6:7;7:10;9:4,8 2:9,24;5:16;7:18 granted (2) deal accelerated error (4) 9:19,21 2:7,21,24;7:21 called (2) 8:21 6:17 guarantees 6:13,18 debt acceleration (3) Even 4 9 (4) 2. l. can 2:18;3:17;4:21; (2) 2:20,24;5:16 9:11 guarantor (6) 2:24;8:18 declared 7:21 eventually 3:15;4:17,18,22,24; account care 5:17 5:15 5:23 (3) 5:23 default 6:5,16;8:25 (4) exactly guarantors (7) case accounts (3) 2:7;3:19;5:19;7:21 6:9 4 4;5:4,22;7:19; 9:6,15,24 6:24 defendants (2) except (2) 8:12,15;9:20 cent 2:8;7:19 9:22,22 actually (2) guaranty (9) 6:5 defense 7:8;9:10 (2) exhibit 2:19,20,23;3:11,12, add certainly 2:5,l I 7:25 12,17;4:15,23 3:21 demand 6:19 explanation address change 4:20 7:4 H (2) 6:24 denied 3.1I;5:1I (4) extent checks addressed 6:9;7:14;8:13;9:26 9:19 hac 6:12 2:17 deny (3) 2:16 circumstances 6:4;7:15;8:23 F handle addressing 9:6 3. g denying 6:25 collection admit 6:7 fact (2) (2) Hang 3:13 determine 4:11;6:15 2:18;9:23 7:17 commercial advised 7:7 facts happened (2) 5:9 different 8:17 9:6 5:14;6:6 affidavit company 3:5 fairly (2) (3) happening 6:25 Dil 3:20;5:14;8:9 2:4,5 5:19 complaint affiliate (2) 2:15 familiar head (2) 7:5;8:18 direction 6:8;9:12 9:6 9:14 concerned affiliates 5:22 far (3) hearing 8:3 dismiss 9:9,10,l 1 8:2 7:6 confirmation against 7:4 fee (5) hereby 6:20 dismissing 3:9 4:18 3:14;4:13,14;7:19; construed 8:11 9:20 Ferrante hereunder 3:6 document (3) 9:16 agree 5:4 (2) 3m.4 in consulting (6) 4:26;5:2;6:8 file Honor (10) ag e ent 3:7,9;6:18;7:8,11, ~ dollars (2) 8:18 (15) 2:13,17;3:20,24; 13 8:21;9:25 find 2:10;3:19,25;4:6,7, 4:5;5:11;7:11,12,24; 8. contend 9,10,26;5:2,2,4,17,18; done 8:6 8:22 7:7 2:12 fine 7:11,14 continuing down 9:5 I arguing 3:12 9:24 first (3) 4:9 control assertion (2) due (2) 3:23;4:11;6:15 immediately 6:5;9:4 4:20;5:17 five 7:13 5:21 convince attached dunk 5:14 important (2) 9:4 5:5 form 3:20 5:12;8:2 Counsel August (2) 8:18 intent 7m 5:5;9:2 E formal -- 3:24 COURT (28) 8:18 interest (4) B 2:3,14,20,23;3:2,7, east Frank 2:25;5:10;6:5;8:19 10,16,21,25;4:2,7,15; 6:12 2:15 irrevocably 5:5,13,25;6:2,22;7:3, employee bank (2) FSN (5) 4:19 (2) 2:]6;3:5;7' 17,23,26;8:17,26;9:3, 6:25,26 2:16;3:5;7:11;9:12,.l 4:2;6:24 issue (2) 11,14,18 ended 16 2:18;9:23 behalf covenants 2:16 5:19 issues 5] ia-t.'-.'ic ri]) i'~<' Dcborsh A. Rothrock, RPR (I) $94, issues

16 FSN v. MAYBROOK April 10, 2018 Mezz (3) paid (6) 6: :10;4:2;6:20 3:2,22;4:12;5:20, senior (2) J might 22;6:2 R 4:25;5:8 8:26 Paragraph sent (8) jointly minute (2) 4:17 read 3:5;5:21;6:16,17, 4:18 2:8;4:1I part 5:23 22,26;7:21;8:24 Judge (2) money (3) 3:16 reading serve 5:8,9 7:16;8:24;9:12 party 3:16 8:18 judgment (5) month 7:10 really (3) severally 8:11,14;9:19,21,25 6:12 Pausing (2) 4:16;5:6;8:23 4:18 more (2) 8:7,10 record shaking K 7:26;8:19 Paxson 9:18 9:14 morning 2:15 recover shall (2) knew (2) 2:3 pay (3) 2:25 3:13;5:3 6:9,26 motion (10) 4:22,23;9:12 regard (2) show 2:4,17;7:14,18;8:4, payee (4) 8:15,19 6:9 L 5,12,14,19;9:25 5:25,26;6:22;7:8 relationship showed must payment (13) 9:7 6:8 Lahasky (2) 7:12 3:12,15;4:20;5:23; reliant simple (2) 3:20;5:13 6:10,14,15,17,19,21; 6:20 2:4,5 Lahasky's N 7:7,8;9:23 remedies (2) slam 5:22 payments (3) 3:14,19 5:5 language (2) New 2:7;5:14;8:20 reply somehow 2:23;5:7 5:9 people 2:12 7:13 left Niles 9:13 represents somewhat (2) 6:25 9:17 performance 4:25 8:20;9:24 lender (6) note (4) 4:20 required soon 3:13;4:3,12,19,25; 2:6;4:9;5:24;7:19 person 3:13 6:26 7:11 notice (3) 6:3 requires specific letter (2) 7:21;8:4,5 petition 7:14 6:7 3:6;5:20 8:8 restrict stands limit 0 plaintiff (4) 5:3 9:16 5:3 2:16;7:18;8:17;9:8 rid stops line obligation (3) pleadings 9:15 4:8 2:1 1 3:15,22;5:3 8:2 right (7) subordination (7) linked obligor Please 2:4,19;3:21;6:26; 2:9;4:7,10,26;5:2, 7:13 4:22 2:14 8:8,l 1,12 16,18 loan (10) obviously point rights sufficient 2:9,10;3:19,23,23; 9:21 3:18 4:8 7:4 4:5,9,25;5:4;6:20 off (2) r premature (2) RSC summary (5) Look(4) 3:22;4:12 9:20,22 6:18 8:11,14;9:19,21,25 3:21;7:24;8:4;9:3 one (7) present ruling sure looking 2:7;4:9;6:12,13; 3:12 9:18 8:22 4:17 7:14;8:19;9:23 presenting lot only (2) 7:3 S T 2:6 2:20;5:8 primary love opposition 3:23 same talks 9:15 2:17 principal 6:10 3:17 otherwise 2:10 saying technical M 4:21 pro 6:2 7:26 out (4) 2:15 SCHAFFER that- (15) MANERI (14) 3:18;5:20,21;7:2 Proceedings- (8) 3:26;4:4;5:11,26; 4:6 2:13,15,15,22,26; outright (2) 2:1;3:1;4:1;5:1;6:l; 6:4,23;7:12,20,24; thought 3:4,8,l 1,18,24;4:5,13, 6:9;9:26 7:1;8:1;9:1 8:16,22;9:2,9,13,16 5:20 24;7:10 over (4) prosecute Sciole thousand (2) maturity 5:7,8,15;9:12 3:13 9:16 8:20;9:25 4:21 owned provided second (2) three (3) may 9:13 3:22 2:11;6:17 3:25;5:15;9:13 2:13 owning provides (2) Section (3) together maybe 5:17 4:6,24 3:19;4:5;5:4 6:13 9:24 punctual seemed trial memo P 4:20 6:24 7:7 2:12 Put seems turns."!i i>!-i '- >crit)i,~!' Dcborah A. Rothrock, RPR - (2) jointly turns

17 FSN v. MAYBROOK April 10, :20 3:19;4:5 two (3) 5:20;6:12,13 3 U :18 unconditionally 36 4:19 5:8 under (3) 4:8;5:18;6:5 9 unless 4:12 90 (2) unpaid (2) 8:20;9:24 2:25;5:10 94,000 up 3:5 5:19 9th upon 7:22 3:19 used 6:25 V vice 2:16 violation 5:16 W O wait (2) 2:8;4:1 1 waste 9:5 way (3) 3:25;6:19;7:14 west 6:13 whole 9:24 wire 6:19 wondering 2:12 Worth 2:15 wrong (3) 6:3,22;8:24 Y years 5:8 York 5: : : (2) %1iu-U-Script ' Deborah A. Rothrock, RPR (3) two -9th

18 Errata Sheet CITATION TRANSCRIPTION CORRECTION 2:20 only as the debt only of the debt 5:20 two to 6:5 account an account 6:26 knew a new