City of Camden and Camden Redevelopment Agency v. Victor Urban Renewal Et Al.

CAM-L-004612-18 12/10/2018 11:20:21 AM Pg 1 of 120 Trans ID: LCV20182139350
BROWN & CONNERY, LLP

William M. Tambussi, Esquire NJ ID #031431983
Mark P. Asselta, Esquire NJ ID# 034151985
Michael J. Watson, Esquire NJ ID #026432008
360 Haddon Avenue
Westmont, New Jersey 08108
(856) 854-8900
Attorneys for the City of Camden and
the City of Camden Redevelopment Agency
SUPERIOR COURT OF NEW JERSEY

CITY OF CAMDEN and the CITY OF LAW DIVISION
CAMDEN REDEVELOPMENT CAMDEN COUNTY
AGENCY
Docket No.
Plaintiffs,
Civil Action
v.
COMPLAINT
VICTOR URBAN RENEWAL, LLC;
VICTOR ASSOCIATES, LP; (Demand for Jury Trial)
VICTOR GP CORP.; DRANOFF
PROPERTIES, INC.; CARL E.
DRANOFF; and JOHN DOES 1-10
Defendants.
Over the last fifteen (15) years, the Defendants have engaged in a concerted scheme to
deprive the City of Camden of over nine million dollars ($9,000,000.00) in tax revenue. Most
recently, the Defendants have attempted to use valuable City property as leverage to pressure the
City’s administration into complying with their demands. Refusing to capitulate to the
Defendants’ heavy handed tactics and demands, the City and the Camden Redevelopment
Agency have discovered the breadth of the Defendants’ unlawful activities. The City and the
Camden Redevelopment Agency now seek to obtain the legal relief – and substantial revenue –
to which the City taxpayers are contractually and lawfully entitled.
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Jurisdiction and Venue
1. Pursuant to R. 4:3-1(a)(4), jurisdiction is proper in the Superior Court of New
Jersey, Law Division, since the principal relief sought in this matter is monetary damages.
2. Pursuant to R. 4:3-2(a), venue is proper in the County of Camden because the
causes of action arose in Camden County and Plaintiffs, the City of Camden and the Camden
Redevelopment Agency, are residents of the County of Camden, in the State of New Jersey.
3. Pursuant to the forum selection clause in Paragraph 15 of the “Financial
Agreement” referenced herein, venue is further proper in the Superior Court of New Jersey,
Camden County Vicinage.
The Parties
4. Plaintiff, the City of Camden (“City”), is a municipal corporation organized and
existing under the laws of the State of New Jersey, with administrative offices located at City
Hall, 520 Market Street, Camden, New Jersey.
5. Plaintiff, the Camden Redevelopment Agency (“CRA”), is a public agency
organized and existing under the laws of the State of New Jersey, with its principal place of
business located at City Hall, 520 Market Street, Camden, New Jersey.
6. Defendant, Victor Urban Renewal, LLC (“Victor Urban Renewal”), is a New
Jersey limited liability company with its principal place of business located at 1 Market Street,
Camden, New Jersey.
7. Defendant, Victor Associates, L.P. (“Victor Associates”), is a New Jersey limited
partnership and is the sole member of Victor Urban Renewal, with its principal place of business
located at 1 Market Street, Camden, New Jersey.
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8. Defendant, Victor GP Corp. (“Victor GP”), is a Pennsylvania corporation and is
the general partner of Victor Associates, with its principal place of business located at 755 South
Broad Street, Philadelphia, Pennsylvania.
9. Defendant, Dranoff Properties, Inc. (“Dranoff Properties”), is a Pennsylvania
corporation with its principal place of business located at 755 South Broad Street, Philadelphia,
Pennsylvania.
10. Defendant, Carl E. Dranoff (“Dranoff”) is a Pennsylvania resident who resides at
440 S. Broad Street, Philadelphia, Pennsylvania. Dranoff has an ownership interest and
management interest in Dranoff Properties and in Victor Urban Renewal, Victor Associates, and
Victor GP (collectively referred to as the “Victor Entities”).
11. Defendants, John Doe(s) 1-10, are unknown persons or entities who may have
acted in concert with the other defendants and/or caused damage to the City. The names of each
such other persons or entities are unknown to the City and, on diligent inquiry cannot be
ascertained, but all such persons or entities, if any, are made defendants to this action.
Victor Urban Renewal’s Proposal for the Redevelopment and Construction of the “Victor
Project” and Its 2001 Application for a Tax Exemption
12. On or around August 6, 2001, Dranoff, in his capacity as President of Victor
Urban Renewal, proposed to redevelop a blighted 4.7 acre area in the City’s downtown section,
referred to hereinafter as the “Victor Project.”
13. In connection with its redevelopment proposal for the Victor Project, Victor
Urban Renewal submitted an August 6, 2001 application (“August 2001 Application”)
requesting approval for a tax exemption under the Long Term Tax Exemption Law, N.J.S.A.
40A:20-1 et seq. (“Long Term Act”). The August 2001 Application is attached hereto as Exhibit
A.
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14. The August 2001 Application was signed by Dranoff in his capacity as President
of Victor Urban Renewal; in his capacity as a general partner of Victor Associates; and in his
capacity as President of Victor GP.
15. The August 2001 Application included a proposed “Financial Agreement”
between Victor Urban Renewal and the City.
16. Upon information and belief, the proposed Financial Agreement was drafted by
Dranoff and his representatives.
17. The proposed Financial Agreement, among other things, stated that if the City
granted the requested tax exemption, Victor Urban Renewal would be bound by the provisions of
the Long Term Act.
18. The Long Term Act permits New Jersey municipalities to enter into financial
agreements with an “urban renewal entity,” to facilitate redevelopment projects such as the
Victor Project.
19. The August 2001 Application represented that Victor Urban Renewal was a
qualified urban entity, as defined under the Long Term Act.
20. The proposed Financial Agreement further stated that, in the event the City
granted the requested tax exemption, Victor Urban Renewal would agree to: (a) limit its profits
and dividends arising from the Victor Project during the period of any tax exemption; (b) pay an
Annual Service Charge to the City in lieu of quarterly tax payments; (c) provide the City with
annual financial reports for the Victor Project and calculations of all amounts due under the
Financial Agreement; and (d) pay to the City any profits in excess of the net profits (“Excess Net
Profits”) that Victor Urban Renewal was allowed to accrue under the Long Term Act.
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21. Under the Long Term Act, redevelopers such as Victor Urban Renewal are
required to agree to limit their net profits and to pay Excess Net Profits to the municipality who
enters into the financial agreement with the redeveloper, in order to justify the tax exemption.
22. The August 2001 Application further attached Victor Urban Renewal’s Certificate
of Formation, which represented that Victor Urban Renewal consented to a limitation of its
profits and dividends in connection with the Victor Project, for the time period in which it
received the tax exemption.
23. The August 2001 Application referenced a purported ground lease between Victor
Urban Renewal and Victor Associates (“Ground Lease”), wherein Victor Associates would lease
the Victor Project from Victor Urban Renewal and would pay an annual amount of $1.33 Million
as base rent to Victor Urban Renewal.
24. The August 2001 Application did not include the form of the purported Ground
Lease or a summary of its material terms.
25. The August 2001 Application also did not disclose that Victor Urban Renewal
would be allocated 75% of the expenses of the Victor Project regardless of its share of revenues.
The 2002 Financial Agreement
26. On August 23, 2001, the City passed Resolution No. MC-01:651, which approved
Victor Urban Renewal’s August 2001 Application for a tax exemption and authorized the City
administration to enter into the proposed Financial Agreement.
27. As of August 23, 2001, the date on which Resolution No. MC-01:651 was passed,
neither Victor Urban Renewal, Victor Associates, Victor GP, nor Dranoff had provided the City
administration with a copy of the Ground Lease referenced in the August 2001 Application or a
summary of its material terms.
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28. On August 21, 2002, the City and Victor Urban Renewal executed the proposed
Financial Agreement that was included with the August 2001 Application. The fully executed
Financial Agreement is attached hereto as Exhibit B.
29. The Financial Agreement was also signed by Dranoff, in his various ownership
and management capacities as to Victor Urban Renewal, Victor Associates, and Victor GP.
30. The Financial Agreement provides it is “expressly understood and agreed that the
City relies upon the facts, data, and representations in the [August 2001] Application….”
31. The Financial Agreement states that it is governed by the terms and provisions of
the Long Term Act, and obligates Victor Urban Renewal, “[a]t all times prior to the expiration or
other termination of this Financial Agreement, to remain bound by the provisions of the Act.”
32. As of the August 21, 2002 effective date of the Financial Agreement, neither
Victor Urban Renewal, Victor Associates, Victor GP, nor Dranoff had provided the City with a
copy of the Ground Lease referenced in the August 2001 Application or a summary of its
material terms.
33. The Ground Lease was not signed by Victor Urban Renewal and Victor
Associates until October 17, 2002, over one (1) year after the City passed Resolution No. MC-
01:651 approving the August 2001 Application and two (2) months after the City signed the
Financial Agreement.
34. The City is not a party to the Ground Lease, nor did it receive or sign any
documents acknowledging the material terms of the Ground Lease including a provision that
governed the allocation of project expenses to Victor Urban Renewal.
35. Upon information and belief, Dranoff and the Victor Entities did not provide the
City with a copy of the Ground Lease until March 21, 2018.
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36. Pursuant to the Long Term Act, the Financial Agreement granted Victor Urban
Renewal a tax exemption from all real property comprising the Victor Project, for a term
commencing on August 21, 2002 and extending for a period not to exceed thirty-five (35) years.
37. In lieu of paying real estate and other taxes assessed against the Victor Project,
Victor Urban Renewal agreed to pay an annual service charge to the City (“Annual Service
Charge”).
38. For the first 15 years under the Financial Agreement the Annual Service Charge
was fixed at fifteen percent (15%) of its “Annual Gross Revenue”.
39. Under the Financial Agreement, Victor Urban Renewal’s “Annual Gross
Revenue” is deemed to be the $1.33 Million annual payment from Victor Associates pursuant to
the Ground Lease.
40. For the last 15 years under the Financial Agreement the Annual Service Charge is
the greater of 15% of Annual Gross Revenue or a fixed percentage of what real estate taxes
would have been had the Financial Agreement not been entered into by the parties.
41. For all years, the Financial Agreement further limits Victor Urban Renewal’s
allowable profits from the Victor Project, based on an “Allowable Profit Rate,” in accordance
with the Long Term Act.
42. Pursuant to the Financial Agreement and the Long Term Act, Victor Urban
Renewal’s Allowable Profit Rate is 1.25% above its interest rate payable on the initial mortgage
financing for the Victor Project.
43. Under the Financial Agreement and the Long Term Act, the Allowable Profit
Rate is applied to the “Total Project Cost” of the Victor Project, resulting in the Allowable Net
Profits for the Project.
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44. Pursuant to the Financial Agreement and the Long Term Act, in the event Victor
Urban Renewal’s Net Profits exceed its Allowable Net Profits, then Victor Urban Renewal is
obligated to pay the “Excess Net Profits” to the City.
45. Given the contractual and structural relationship between Victor Urban Renewal
and the other Victor Entities, any calculation of the Total Project Cost, Allowable Annual
Profits, Net Profits, and Excess Net Profits needs to include the income and costs allocated to the
other Victor Entities, in connection with the Victor Project.
46. Under the Financial Agreement, Victor Urban Renewal also agreed to the
following financial reporting and payment obligations:
a. To submit to the City annually, within ninety (90) days after the close of
each fiscal year, reports of income and costs related to the Victor Project,
as Certified by a Public Accountant;
b. To submit to the City annually, within one-hundred and twenty (120) days
after the close of each fiscal year, the calculation of all amounts due under
the Financial Agreement, as attested to by a Certified Public Accountant;
and
c. To pay to the City, within ninety (90) days after the end of each fiscal
year, any Excess Net Profits in accordance with the Long Term Act.
47. In light of the contractual and structural relationships between Victor Urban
Renewal and the other Victor Entities, these financial reporting obligations included an
obligation to report the annual income and costs as allocated to the other Victor Entities, in
connection with the Victor Project.
48. By its express language, and consistent with the Long Term Act, the Financial
Agreement distinguishes between Victor Urban Renewal’s obligations to pay: (a) an Annual
Service Charge to the City; and (b) Excess Net Profits to the City.
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49. Pursuant to Paragraph (9) of the Financial Agreement, in the event of Victor
Urban Renewal’s default or breach of the Agreement, the City may terminate the Agreement if
Victor Urban Renewal fails to cure the default or breach within ninety (90) days of its receipt of
a written demand by the City to do so.
50. Under Paragraph (9) of the Financial Agreement, all tax exemptions afforded to
the Victor Parties shall terminate upon the City’s termination of the Agreement.
51. On May 4, 2004, Victor Urban Renewal completed its construction of the Victor
Project.
52. Under the Financial Agreement, May 4, 2004 is the “Date of Completion of the
Victor Project,” triggering several of Victor Urban Renewal and/or the other Victor Entities’
payment and reporting obligations including, but not limited to, the obligations to: (a) pay the
Annual Service Charge to the City on a quarterly basis; (b) provide the City with annual reports
of income and costs related to the Victor Project; (c) provide the City with calculations of all
amounts due under the Financial Agreement; and (d) pay to the City, within ninety (90) days
after the end of each fiscal year, any Excess Net Profits.
53. Between May 4, 2004 and March 21, 2018, Victor Urban Renewal failed to
provide the City with any of the annual audited statement(s) or the annual calculation(s) of any
amount(s) due, as required under the Financial Agreement.
54. Between May 4, 2004 and September 21, 2018, Victor Urban Associates and
Victor GP failed to provide the City with any of the annual audited statement(s) or the annual
calculation(s) of any amount(s) due, as required under the Financial Agreement.
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Victor Urban Renewal’s Financial Statements Submitted in March 2018
55. Upon information and belief, the Victor Entities did not prepare any financial
statements for the Victor Project, as required under the Financial Agreement, until or around
March 2018.
56. On March 21, 2018, Victor Urban Renewal provided the City with an
“Independent Accountants’ Report,” dated March 19, 2018, which purported to contain Victor
Urban Renewal’s reports of income and costs pertaining to the Victor Project, for the years
ended December 31, 2002 through December 31, 2017 (“March 2018 Financial Statements”).
57. The March 21, 2018 correspondence accompanying the March 2018 Financial
Statements advised the City that, “[i]t has come to our attention that we may have been remiss in
filing the annual reports required under the Financial Agreement for the Victor [Project].”
58. The March 2018 Financial Statements were prepared by Mayer Hoffman McCann
P.C., of Plymouth Meeting, Pennsylvania (“Mayer Hoffman McCann”).
59. The March 2018 Financial Statements contain annual Operating Expenses,
Ground Lease Revenue, and Net Operating Income that is purportedly limited to Victor Urban
Renewal.
60. The March 2018 Financial Statements indicate that Victor Urban Renewal’s
“Total Operating Expenses” ranged from $586,657 to $713,335, between May 4, 2004 and
December 31, 2017.
61. Mayer Hoffman McCann’s calculation of Total Operating Expenses in the March
2018 Financial Statements was based on an allocation of Victor Urban Renewal’s “ratable share
of total operations,” in connection with the Victor Project.
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62. The March 2018 Financial Statements indicate that Victor Urban Renewal’s “Net
Operating Income” ranged from $294,410 to $765,192, between May 4, 2004 and December 31,
2017.
63. The March 2018 Financial Statements do not state whether Mayer Hoffman
McCann reviewed or was aware of the Ground Lease when it made any of the aforementioned
calculations.
64. Despite the Financial Agreement’s execution in August 2002 and the May 4, 2004
Date of Completion of the Victor Project, the March 2018 Financial Statements were the first of
any annual statements that Victor Urban Renewal provided to the City, as required by the
65. Among its other deficiencies, the March 2018 Financial Statements did not
include any calculations of amounts due or of Excess Net Profits, as required by Paragraph (4) of
the Financial Agreement.
Victor Urban Renewal’s April 2018 Request for Consent to

Transfer the Financial Agreement
66. In or around April 2018 – only one (1) month after Victor Urban Renewal
provided the City with its first financial statements as required under the Financial Agreement –
Dranoff and his representatives contacted the City’s administration and requested that the City
consent to a transfer of the Financial Agreement from Victor Urban Renewal to Aimco One
Market Street Urban Renewal, LLC (“Aimco”).
67. Pursuant to Paragraph (6) of the Financial Agreement, any transfer of the
Financial Agreement is subject to the City’s approval.
68. Victor Urban Renewal took the position that it had satisfied all of its obligations
under the Financial Agreement.
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69. As a part of its review of Victor Urban Renewal’s request to transfer the Financial
Agreement to Aimco, the City requested all annual audited statements and all annual calculations
of amounts due in connection with the Victor Project, which were required pursuant to
Paragraph(s) 4(e) and 4(f) of the Financial Agreement.
The City’s Notice of Default to Victor Urban Renewal and Its Demand for Annual Audited
Statements and Annual Calculations of Amounts Due
70. On August 28, 2018, Michelle Banks Spearman, Esquire, the City Attorney, sent
correspondence to Dranoff and Victor Urban Renewal advising that Victor Urban Renewal had
failed to submit the required annual audited financial statements and annual calculations in
accordance with Paragraph (4) of the Financial Agreement.
71. The August 28, 2018 correspondence served as the City’s written Notice of
Default to Victor Urban Renewal, pursuant to Paragraph (9) of the Financial Agreement, stating
“[t]his letter is issued pursuant to paragraph 9 of the Financial Agreement to provide written
notice of the above breaches and defaults and to demand that the Redeveloper provide all
required reports and all required calculations for all years immediately.”
72. The City further “reserve[d] all of its rights and remedies under the Financial
Agreement and waive[d] no rights or remedies…includ[ing] the right to terminate the Financial
Agreement and the related tax exemption pursuant to paragraph 9 of the Financial Agreement if
the required reports and required calculations are not provided during the applicable cure period
as provided in the Financial Agreement.”
73. On August 30, 2018, counsel for Victor Urban Renewal sent correspondence to
the City Attorney, which enclosed the March 2018 Financial Statements, and claimed the March
2018 Financial Statements satisfied Victor Urban Renewal’s obligations under the Financial
Agreement.
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74. The August 30, 2018 correspondence failed to include any audited financial
statements and annual calculations that met the requirements of Paragraphs 4(e) and 4(f) of the
75. On September 4, 2018, the City Attorney sent correspondence to Victor Urban
Renewal’s counsel advising the March 2018 Financial Statements are incomplete and inadequate
and, consequently, Victor Urban Renewal remained in default of the Financial Agreement and
the City would not withdraw its August 28, 2018 Notice of Default.
76. The City Attorney’s September 4, 2018 correspondence advised Victor Urban
Renewal that the March 2018 Financial Statements were inadequate because, inter alia, they: (1)
provided no calculation of potential excess net profits that are potentially payable to the City
pursuant to paragraph 4(b) of the Financial Agreement; and (2) provided no calculation of the
minimum Annual Service Charge as set forth in paragraph 3(e) of the Financial Agreement
which may affect the amount due the City under the Financial Agreement.
77. The September 4, 2018 correspondence further advised that the March 2018
Financial Statements merely summarized the income and costs associated with the Victor
Project, and failed to provide any detailed information as to the costs and operating expenses
claimed by Victor Urban Renewal.
78. Based on the aforementioned deficiencies in the March 2018 Financial
Statements, the City was unable to confirm whether Victor Urban Renewal or any of the Victor
Entities had accrued and withheld Excess Net Profits from the City.
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Victor Urban Renewal’s September 6, 2018 Corrected Financial Statements
79. On September 7, 2018, Victor Urban Renewal’s counsel provided the City
Attorney with “corrected” Financial Statements dated September 6, 2018 pertaining to the Victor
Project, for the years ended December 31, 2002 and December 31, 2017 (“Corrected Financial
Statements”).
80. The September 7, 2018 correspondence included a copy of the signed Ground
Lease between Victor Urban Renewal and Victor Associates which, upon information and belief,
is the first time the City received a copy of the Ground Lease from Dranoff or the Victor Entities.
A copy of the executed Ground Lease is attached hereto as Exhibit C.
81. The Corrected Financial Statements were also prepared by Mayer Hoffman
McCann.
82. The Corrected Financial Statements notified the City, for the first time, that Victor
Urban Renewal and Victor Associates “are under common control and ownership and have
consolidated annual financial statements prepared annually in accordance with [US GAAP].”
83. In its September 7, 2018 correspondence enclosing the Corrected Financial
Statements, Victor Urban Renewal’s counsel advised, “we have come to understand the
Financial Statements submitted to the City by Victor [on] March 21, 2018…understated the
actual Operating Expenses.”
84. The September 7, 2018 correspondence represents that “Victor has never realized
any net profits” in connection with the Victor Project.
85. In clear contradiction of the express terms of the Financial Agreement and the
Long Term Act, the September 7, 2018 correspondence further asserts, for the first time, that
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Victor Urban Renewal’s “sole financial obligations” to the City are “to make payment of the
Annual Service Charge.”
86. The September 7, 2018 correspondence further explained the need to correct the
March 2018 Financial Statements and advised, “the statements of income and costs were restated
for the years ended December 31, 2004 through 2017 to correct an error in the allocation of
operating expenses to Victor Urban Renewal Group, LLC….Our report originally dated March
19, 2018 should therefore not be relied upon.”
87. The allegedly required “restatement” of Operating Expenses was based on the
allocation to Victor Urban Renewal of seventy-five percent (75%) of operating expenses
incurred by Victor Associates, and was based entirely on the terms of the Ground Lease.
88. Neither Victor Urban Renewal’s August 2001 Application nor the Financial
Agreement disclosed to the City that the Ground Lease would provide for a seventy-five percent
(75%) allocation of expenses to Victor Urban Renewal, regardless of its share of income in the
Victor Project.
89. Instead, the August 2001 Application stated: “As outlined above, Applicant
[Victor Urban Renewal] is entering into a Ground Lease with [Victor Associates] for the
Project….Therefore, the overwhelming majority of expenses, costs, and income for the
construction and operation of the Project will be borne by Victor Associates.”
90. The Corrected Financial Statements revealed substantially higher Total Operating
Expenses in comparison with the March 2018 Financial Statements, ranging from $1,551,805 to
$1,930,362 between May 4, 2004 and December 31, 2017.The Corrected Financial Statements
also contained new line items for “Operating Losses,” “Operating Expenses in Excess of Ground
Lease Revenue,” and “Profit from Operations.”
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91. According to the Corrected Financial Statements, Victor Urban Renewal’s
Operating Losses were equal to the “Operating Expenses in Excess of Ground Lease Revenue,”
which resulted in $0.00 of “Profit from Operations” for each fiscal year between May 4, 2004
and December 31, 2017.
92. Mayer Hoffman McCann further represented that “[t]his restatement did not
impact the calculation of annual service charges and net amounts due to the City.”
93. When drafting the March 2018 Financial Statements and the Corrected Financial
Statements, Mayer Hoffman McCann relied upon two entirely different sets of numbers to
calculate and state Victor Urban Renewal’s Operating Expenses.
The Consolidated Financial Statements Submitted on September 20, 2018
94. Due to deficiencies in the financial information submitted in the March 20, 2018
Financial Statements and in the Corrected Financial Statements the City demanded annual audit
reports and calculations from Victor Associates and Victor GP, for each fiscal year between the
May 4, 2004 Date of Completion of the Victor Project and December 31, 2017.
95. On September 20, 2018, Victor Urban Renewal provided the City with
Consolidated Financial Statements for Victor Urban Renewal, Victor Associates, and Victor GP,
pertaining to the Victor Project (“Consolidated Financial Statements”).
96. The Consolidated Financial Statements included the following financial
summaries:
a. Consolidated Financial Statements and Independent Auditors’ Report for

Victor Associates and Its Wholly Owned Subsidiaries for the Years Ended
December 31, 2004 through December 31, 2011, prepared by Reznick
Group P.C.;
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b. Consolidated Financial Statements for Victor Associates and Victor

Limited Partner for the Years Ended December 31, 2012 through
December 31, 2017, prepared by Mayer Hoffman McCann P.C.; and
c. Reports and Calculations of Net Profits and Excess Net Profits for the
Years Ended December 31, 2004 through December 31, 2017, prepared by
Mayer Hoffman McCann P.C. on or about September 20, 2018.
97. In disregard of the Financial Agreement, the Consolidated Financial Statements
failed to apply the statutory definition of “Net Profits” under the Long Term Act.
98. The Consolidated Financial Statements further failed to treat Victor Urban
Renewal’s Allowed Net Profits as a cumulative amount for all years under the Financial
Agreement, which is required under the Financial Agreement and the Long Term Act.
The 2002 Option Agreement between the City of Camden Redevelopment Agency and
Dranoff Properties, Inc.
99. The CRA is the owner of property known as Block 72, Lots 1 and 28 of the City
of Camden tax map. A building located on this property was previously used by the RCA
Corporation for the manufacturing of RCA products. This property is referred to in this
complaint as the “Radio Lofts Property.” The Radio Lofts Property requires environmental
remediation in order to establish a new use.
100. The City of Camden has designated the CRA as its redevelopment entity for
purposes of carrying out redevelopment projects in the City of Camden pursuant to the Local
Redevelopment and Housing Law, 40A: 12A-1 et seq.
101. In an effort to redevelop the Radio Lofts Property, on August 20, 2002, the CRA
and Dranoff Properties entered into an Option Agreement (“Option”), which provided Dranoff
Properties with an option to enter into a redevelopment agreement for the purchase and
redevelopment of the Radio Lofts Property.
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102. The Option set a deadline for Dranoff Properties to exercise the option and if
exercised by the deadline the parties would diligently and in good faith work to negotiate and
enter into a redevelopment agreement for the redevelopment of the property into residential
units.
103. The Option provided for the Radio Lofts Property to be conveyed in its “as is
condition” but did not require Dranoff to take title and proceed with the project unless the
required remediation was completed. The Option imposed no obligation on the CRA to complete
remediation on the Radio Lofts Property or to use its own funds to remediate the property. The
Option states that “[t]ime is of the essence in this Agreement and as to the obligations of the
Redeveloper [Dranoff Properties] to perform hereunder….”
104. The Option further provides that it shall expire and become null and void the later
of December 31, 2004 or 24 months after the Redeveloper (or its affiliate) takes title to the
Nipper property.
105. Dranoff Properties provided notice that it was exercising the option under the
Option within the time required by the Option. Dranoff Properties, however, failed to execute a
redevelopment agreement for the project as required by the Option. On or about January 28,
2005, the CRA and Dranoff Properties executed a Project Management Agreement authorizing
Dranoff Properties to perform remediation work on the Radio Lofts Property with funds obtained
by the CRA through various grants. Dranoff was paid a fee for these services out of grant funds
obtained by the CRA.
106. The Project Management Agreement did not require CRA to remediate the Radio
Lofts Property with its own funds but only to attempt to obtain grant funds to complete the work.
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107. The Project Management Agreement included a term of three years and expired
on January 28, 2008.
108. Substantial environmental remediation was completed on the Radio Lofts
Property with grant funds obtained by CRA but all remediation work ceased as of October 2010.
109. The reason why remediation work came to a close was because the estimated cost
of completing the remediation work for a residential use was at least one million dollars more
than grant funds available for the required work.
110. In 2013, the State of New Jersey adopted the Economic Opportunity Act, which
provided tax incentives to developers for the construction or reconstruction of property, with the
goal of bringing jobs to urban municipalities such as the City.
111. The financial incentives provided to projects in the City in the City of Camden
under the Economic Opportunity Act are far greater than the incentives available to other
municipalities. The Economic Opportunity Act might provide incentives for a new developer to
develop the Radio Lofts Property with a non-residential use.
112. As of April 20, 2018 neither Dranoff Properties nor the CRA had been able to
locate additional grant funds sufficient to complete the remediation of the Radio Lofts Property
for a residential use and Dranoff Properties never indicated any willingness to use its own funds
to complete the needed remediation. As of April 20, 2018, a residential project at the Radio Lofts
Property site was not close to completion and Dranoff Properties had still not executed a
redevelopment agreement for the Radio Lofts Property even though more than sixteen (16) years
had passed since the parties’ execution of the Option and ten (10) years had passed since the
expiration of the Project Management Agreement.
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113. On April 20, 2018, the CRA sent a formal Notice of Termination to Dranoff
Properties terminating all rights that Dranoff Properties had under the Option and in the Radio
Lofts Property. The notice of termination was needed so that the CRA could move forward to
procure a new developer for the Radio Lofts Property for a non-residential use. Under the
Option, Dranoff Properties only had a right to develop the Radio Lofts Property for a residential
use and had no right to develop the property for a non-residential use.
114. The Notice of Termination terminated any rights that Dranoff Properties obtained
through the exercise of the Option and terminated any right Dranoff Properties had to redevelop
the Radio Lofts Property.
115. By correspondence date June 8, 2018, counsel for Dranoff Properties refuted
CRA’s right to terminate the rights of Dranoff Properties to the Radio Lofts Property and
Dranoff Properties continues to assert the right to develop the Radio Lofts Property
notwithstanding the CRA’s Notice of Termination.
116. Since April 2018, Dranoff – who has a direct financial interest in Victor Urban
Renewal’s proposed sale of the Victor Project to Aimco – has effectively exploited the Radio
Lofts Property as leverage to pressure the City into consenting to the transfer of the Financial
Agreement to Aimco.
FIRST COUNT
(Breach of Contract: the Victor Entities’ Failure to Submit Annual Reports of Income and
Costs for the Victor Project under the Financial Agreement)
117. The City and the CRA hereby repeat and incorporate the allegations set forth in
the preceding paragraphs of the Complaint as if fully set forth at length herein.
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118. Pursuant to the Financial Agreement, the Victor Entities, individually and/or
collectively, were required to submit annual reports of income and costs related to the Victor
Project, as certified by a Certified Public Accountant.
119. As defined in the Financial Agreement, May 4, 2004 is the “Date of Completion
of the Victor Project,” triggering the Victor Entities’ contractual obligations to submit to the City
their annual reports of income and costs related to the Victor Project.
provide the City with any of the annual reports of income and costs as required by Paragraph
4(e) of the Financial Agreement.
Victor GP failed to provide the City with any of the annual reports of income and costs as
required by Paragraph 4(e) of the Financial Agreement.
122. The March 2018 Financial Statements and the Consolidated Financial Statements
submitted in September 2018 by Victor Urban Renewal and Victor Associates, respectively,
failed to provide pertinent information as to the Total Project Cost and the Victor Entities’
Allowable Profit Rate and Net Profits from the Victor Project.
123. By failing to provide the City with the annual audited statements related to the
Victor Project, and by providing the City with incomplete financial statements long after they
were due, Victor Urban Renewal and the related Victor Entities deprived the City of critical
financial information for over fourteen (14) years, which prevented the City from discovering it
was entitled to millions of dollars in revenue from Victor Urban Renewal and the other Victor
Entities’ Excess Net Profits, in connection with the Victor Project.
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WHEREFORE, the City demands judgment against Victor Urban Renewal and the other
Victor Entities awarding compensatory damages, costs of suit, attorneys’ fees, punitive damages,
and such other relief as the Court deems just.
SECOND COUNT
(Breach of Contract: the Victor Entities’ Failure to Submit Annual Calculations of All
Amounts Due under the Financial Agreement)
collectively, were required to submit annual calculations of all amounts due to the City under the
Financial Agreement, as attested by a Certified Public Accountant.
of the Victor Project,” triggering the Victor Entities’ obligations to provide the City with their
annual calculations of all amounts due under the Financial Agreement.
provide the City with any of the annual calculation(s) of any amount(s) due, as required by
Paragraph 4(f) of the Financial Agreement.
Victor GP failed to provide the City with any of the annual calculation(s) of any amount(s) due,
as required by Paragraph 4(f) of the Financial Agreement.
129. By failing to provide the City with the annual calculations of amounts due in
connection with the Victor Project, Victor Urban Renewal and the related Victor Entities
deprived the City of critical financial information for over fourteen (14) years, which prevented
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the City from discovering it was entitled to millions of dollars in revenue from Victor Urban
Renewal and the other Victor Entities’ Excess Net Profits, in connection with the Victor Project.
WHEREFORE, the City demands judgment against Victor Urban Renewal awarding
compensatory damages, costs of suit, attorneys’ fees, punitive damages, and such other relief as
the Court deems just.
THIRD COUNT
(Breach of Contract: the Victor Entities’ Failure to Pay Excess Net Profits to the City
under the Financial Agreement)
collectively, agreed to be subject to a limitation of profits arising from the Victor Project, in
accordance with the Long Term Act.
132. In accordance with the agreed upon limitation of profits, Paragraphs 4(b) and 4(k)
of the Financial Agreement obligated the Victor Entities, individually and/or collectively, to pay
any Excess Net Profits to the City during each fiscal year.
of the Victor Project,” which commenced the first fiscal year in which the Victor Entities were
obligated to pay any Excess Net Profits to the City.
134. Between May 4, 2004 and December 31, 2017, Victor Urban Renewal and the
other Victor Entities, individually and/or collectively, realized substantial Net Profits that
exceeded the Allowable Net Profits, resulting in millions of dollars in Excess Net Profits.
135. Between May 4, 2004 and the present date, Victor Urban Renewal and the other
Victor Entities have failed to pay any Excess Net Profits to the City.
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FOURTH COUNT
(Breach of Contract: the Victor Entities’ Failure to Comply with the Long Term Act’s
Definitions of “Net Profit, Allowable Profit Rate, and Total Project Cost”
under the Financial Agreement)
137. The Financial Agreement is governed by the terms and provisions of the Long
Term Act, and obligates Victor Urban Renewal, “[a]t all times prior to the expiration or other
termination of this Financial Agreement, to remain bound by the provisions of the Act.”
138. The Long Term Act sets forth express definitions for, inter alia, “Net Profit,”
“Allowable Profit Rate,” and “Total Project Cost.”
139. The aforesaid terms must be applied in accordance with their statutory definitions,
in order to accurately calculate Excess Net Profits under the Financial Agreement.
140. The Consolidated Financial Statements do not apply the Long Term Act’s
definition of “Net Profits,” and impermissibly included certain expenses and costs in the Victor
Entities’ Net Profits calculations and thereby wrongfully understated Net Profits.
141. The Consolidated Financial Statements further fail to apply the correct calculation
of Allowable Net Profits, as they disregard the Act’s requirement that Excess Net Profits be
treated as one cumulative amount that applies over the lifetime of the Financial Agreement.
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142. In accordance with the limitation of profits, Victor Urban Renewal agreed to pay
to the City any profits in excess of the net profits permitted under the Financial Agreement and
the New Jersey Long Term Tax Exemption Law.
143. Under the Financial Agreement, May 4, 2004 is the “Date of Completion of the
Victor Project,” which commenced the first fiscal year in which the Victor Entities’ were
obligated to pay any Excess Net Profits to the City.
144. By failing to apply the Long Term Act’s definitions of pertinent terms, the Victor
Entities prevented the City from assessing whether the Excess Net Profits calculations were
accurate, which further prevented the City from discovering it was entitled to millions of Excess
Net Profits from Victor Urban Renewal and the other Victor Entities’ in connection with the
Victor Project.
WHEREFORE, the City demands judgment against the Victor Entities awarding
FIFTH COUNT
(Declaratory Judgment that Victor Urban Renewal Failed to Timely Cure

Its Default of the Financial Agreement, pursuant to the Uniform Declaratory Judgments
Law, N.J.S.A. 2A:16-50, et seq.)
146. Under the Financial Agreement, Victor Urban Renewal agreed to the following
financial reporting and payment obligations: (a) to submit to the City annually, within ninety
(90) days after the close of each fiscal year, reports of income and costs related to the Victor
Project, as certified by a Public Accountant; (b) to submit to the City annually, within one-
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hundred and twenty (120) days after the close of each fiscal year, a calculation of all amounts
due under the Financial Agreement, as attested to by a Certified Public Accountant; and (c) to
pay to the City, within ninety (90) days after the end of each fiscal year, any Excess Net Profits
in accordance with N.J.S.A. 40A:2016.
147. Pursuant to the Financial Agreement and the Long Term Act, in the event Victor
Urban Renewal’s Net Profits exceed its Allowable Net Profits – after applying the Allowable
Profit Rate to the Total Project Cost – Victor was obligated to pay its Excess Net Profits to the
City.
provide the City with any of the annual calculation(s) of any amount(s) due, as required under
Paragraph 4(f) of the Financial Agreement.
149. The March 2018 Financial Statements submitted by Victor Urban Renewal lacked
pertinent information and did not include any calculations of Excess Net Profits pursuant to
Paragraph 4(e) of the Financial Agreement or any calculations of any amount(s) due to the City
pursuant to Paragraph 4(f) of the Financial Agreement.
150. On August 28, 2018, Michelle Banks Spearman, Esquire, the City Attorney, sent
correspondence to Dranoff and Victor Urban Renewal advising that Victor Urban Renewal has
failed to submit the required annual audited financial statements and annual calculations in
accordance with Paragraphs 4(e) and 4(f) of the Financial Agreement.
151. The August 28, 2018 correspondence served as the City’s written Notice of
Default to Victor Urban Renewal, pursuant to Paragraph (9) of the Financial Agreement.
152. The September 2018 Corrected Financial Statements and the Consolidated
Financial Statements lacked required information and were otherwise deficient, as they, inter
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alia, failed to apply the Long Term Act’s definition of “Net Profits,”; impermissibly deducted
certain expenses and costs from the Victor Entities’ Net Profits calculations; failed to apply the
correct calculation of Allowable Net Profits; disregarded the Act’s requirement that Excess Net
Profits be treated as one cumulative amount that applies over the lifetime of the Financial
Agreement; and applied inconsistent calculations of operating expenses when calculating the
Total Project Cost between May 4, 2004 and December 31, 2017.
153. The September 2018 Corrected Financial Statements and the Consolidated
Financial Statements failed to cure the multiple deficiencies set forth in the City’s August 28,
2018 Notice of Default.
154. Since its receipt of the written Notice of Default on August 28, 2018, Victor
Urban Renewal has failed to cure its default(s) of the Financial Agreement within ninety (90)
days of its receipt of the City’s Notice of Default.
155. Pursuant to Paragraph (9) of the Financial Agreement, in the event of the Victor
Parties’ default or breach of the Agreement, the City may terminate the Agreement if the Victor
Parties fail to cure the default or breach within ninety (90) days of their receipt of a written
demand by the City to do so.
156. The City’s right to terminate the Financial Agreement is subject to providing a
Mortgagee of Victor Urban Renewal holding any Mortgage Loan in connection with the Victor
Project, if any, with a “reasonable opportunity,” not to exceed fifteen (15) days, to cure said
default(s) and to assume the position of Victor Urban Renewal under the Financial Agreement.
157. On information and belief all Mortgage Loans on the property have been paid in
full.
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158. The City has not waived the aforesaid default(s) of the Financial Agreement, and
has instead consistently maintained its rights to obtain all relief under the Financial Agreement,
in the event that Victor Urban Renewal fails to timely cure its defaults of the Agreement.
159. Pursuant to the Uniform Declaratory Judgments Law, N.J.S.A. 2A:16-50, et seq.,
the City is entitled to a declaration of its rights based on Victor Urban Renewal’s failure to cure
its multiple defaults of the Financial Agreement.
WHEREFORE, the City respectfully seeks judgment: (1) declaring that Victor Urban
Renewal has defaulted under the Financial Agreement, in the manner(s) set forth above; (2) that
Victor Urban Renewal has failed to cure its multiple defaults of the Financial Agreement within
ninety (90) days of receiving the City’s Notice of Default; (3) that the City has a contractual and
legal right to terminate the Financial Agreement if it elects to do so; and (4) if the City does
terminate the Financial Agreement, upon the City’s termination of the Financial Agreement, any
tax exemptions provided to Victor Urban Renewal by the Financial Agreement shall also be
immediately terminated. The City further demands compensatory damages, costs of suit,
attorneys’ fees, punitive damages, and such other relief as the Court deems just.
SIXTH COUNT
(Fraud in the Inducement Committed by Victor Urban Renewal)
161. In its proposals to the City and related requests for a tax exemption in connection
with the Long Term Act, leading up to the parties’ execution of the Financial Agreement, Victor
Urban Renewal made representations to the City that it would agree to limit its profits in
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connection with the Victor Project and would further pay to the City any Excess Net Profits
realized in any fiscal year subsequent to the Completion Date of the Victor Project.
162. In making these representations, Victor Urban Renewal effectively persuaded the
City to grant a tax exemption to Victor Urban Renewal pursuant to the Long Term Act and to
enter into the Financial Agreement.
163. The Financial Agreement provides it is “expressly understood and agreed that the
City relies upon the facts, data, and representations in the [August 2001] Application….”
164. The representations by Victor Urban Renewal as to its obligation to limit profits,
provide annual financial reports and calculations, and pay Excess Net Profits to the City were
false.
165. Victor Urban Renewal’s failure to provide any annual audit statements and annual
calculations of amounts due under the Financial Agreement evidences its lack of intent to pay
any Excess Net Profits to the City in the manner it described prior to entering into the Financial
Agreement.
166. The City justifiably and reasonably relied upon Victor Urban Renewal’s
representations in agreeing to grant Victor Urban Renewal’s August 2001 Application for a tax
exemption under the Long Term Act.
167. In relying upon Victor Urban Renewal’s representations, the City was
fraudulently and detrimentally induced into granting a tax exemption for the Victor Project and
to enter into the Financial Agreement.
168. Victor Urban Renewal’s fraudulent inducement has deprived the City of millions
of dollars in revenue from Victor Urban Renewal and the other Victor Entities’ Excess Net
Profits, in connection with the Victor Project.
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compensatory damages, costs of suit, attorneys’ fees, punitive damages and such other relief as
SEVENTH COUNT
(Fraud Committed by Victor Urban Renewal)
170. Through its August 2001 Application and by entering into the Financial
Agreement, Victor Urban Renewal falsely represented that it would limit its profits and pay any
Excess Net Profits to the City.
171. These misrepresentations involved facts material to the City’s decision to grant
the tax exemption for the Victor Project and its decision to enter into the Financial Agreement.
172. Victor Urban Renewal knowingly made these false representations to the City
with the intent to mislead the City into granting the tax exemption for the Victor Project and
entering into the Financial Agreement.
173. The City justifiably relied upon Victor Urban Renewal’s misrepresentations when
it granted the tax exemption for the Victor Project and entered into the Financial Agreement.
174. The City has been damaged as a result of Victor Urban Renewal’s continuous,
intentionally false, and misleading misrepresentations, and has been deprived of millions of
dollars in revenue from Victor Urban Renewal and the other Victor Entities’ Excess Net Profits,
in connection with the Victor Project.
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EIGHTH COUNT
(Misrepresentation Committed by Victor Urban Renewal)
176. The statements, actions, and covenants of Victor Urban Renewal in its August
2001 Application, during its negotiations with the City, and in the formation of the Financial
Agreement, as described herein, constitute misrepresentations.
177. Victor Urban Renewal’s misrepresentations, upon which the City reasonably
relied, have caused the City to suffer significant financial losses and other damages.
NINTH COUNT
(Breach of Implied Covenant of Good Faith and Fair Dealing by the Victor Entities)
178. The City and the CRA hereby repeat and incorporates the allegations set forth in
179. The City and Victor Urban Renewal entered into the Financial Agreement and
agreed to its terms with an implied covenant of good faith and fair dealing.
180. Each of the Victor Entities had an obligation to the City to act in good faith and
fair dealing, given their contractual and structural relationship as pertaining to the Victor Project.
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181. The actions and failures to take action by Victor Entities as described herein
constitute a material breach of the implied covenant of good faith and fair dealing.
182. The actions of the Victor Entities and their material breach of the implied
covenant of good faith and fair dealing have proximately caused the City to suffer significant
financial losses and other damages.
TENTH COUNT
(Unjust Enrichment against Victor Associates LP and Victor GP Corp.)
calculation(s) of any amount(s) due as to the Victor Project, as required under the Financial
Agreement.
185. During that time period, Victor Urban Associates and Victor GP withheld Excess
Net Profits, to which the City is entitled pursuant to the Financial Agreement.
186. The actions of Victor Urban Associates and Victor GP as described herein and the
substantial profits they have reaped constitute an unjust enrichment to the City’s detriment.
187. Considering the facts and circumstances related to Victor Urban Renewal, Victor
Associates, and Victor GP’s conduct, including but not limited to the misrepresentations made to
the City, the failures to provide annual financial reports and calculations, and the attempt to
74C6388
withhold Excess Net Profits to which the City is entitled, it would be unjust, unfair and
inequitable to permit Victor Urban Associates and Victor GP to retain the benefits and profits
they have reaped under auspices of the Financial Agreement.
WHEREFORE, the City demands judgment against Victor Associates and Victor GP
awarding compensatory damages, costs of suit, attorneys’ fees, punitive damages and such other
relief as the Court deems just.
ELEVENTH COUNT
(Civil Conspiracy against Dranoff and the Victor Entities)
189. Each of the Victor Entities was directly involved in the submission of the August
2001 Application to the City and in presenting the terms of the Financial Agreement to the City.
190. Between the date the August 2001 Application was submitted and September 7,
2018, none of the Victor Entities provided a copy of the Ground Lease to the City, or a summary
of its material terms.
provide the City with any of the annual audited statement(s) or the annual calculation(s) of any
amount(s) due, as required under the Financial Agreement.
calculation(s) of any amount(s) due, as required under the Financial Agreement.
74C6388
193. Between May 4, 2004 and December 31, 2017, the Victor Entities realized
substantial Net Profits that exceeded the Allowable Net Profits, resulting in millions of dollars in
Excess Net Profits.
194. Between May 4, 2004 and the present date, Victor Urban Renewal and the other
Victor Entities failed to pay any Excess Net Profits to the City.
195. The common thread linking each of the Victor Entities is Dranoff, who made
representations on behalf of each entity when inducing the City to enter into the Financial
Agreement.
196. Through Dranoff’s direction, an agreement between the Victor Entities arose, in
which each entity acted in concert for over fifteen (15) years, in an effort to deprive the City of
millions of dollars in revenue and Excess Net Profits, to which it was contractually and legally
entitled.
197. The aforementioned agreement between the Victor Entities is further evidenced
through the inexplicably inconsistent March 2018 Financial Statements, September 2018
Corrected Financial Statements, and Consolidated Financial Statements submitted on September
20, 2018 each of which arbitrarily apportions unsupported costs and income between the Victor
Entities, in an effort to avoid any payment of Excess Net Profits to the City.
198. The March 2018 Financial Statements, September 2018 Corrected Financial
Statements, and Consolidated Financial Statements submitted on September 20, 2018 (some)
were prepared by the Victor Entities’ common accounting firm: Mayer Hoffman McCann.
199. The concerted efforts to commit the above unlawful acts, including the
aforementioned fraud, fraud in the inducement, misrepresentation, and breach(es) of the
Financial Agreement, arise from an apparent agreement between the Victor Entities in which an
74C6388
agreement was reached to deliberately cause financial harm to the City by failing to disclose
Excess Net Profits and withholding millions of dollars in Excess Net Profits through the term of
the Financial Agreement.
WHEREFORE, the City demands judgment against Dranoff and the Victor Entities
awarding compensatory damages, costs of suit, attorneys’ fees, punitive damages and such other
relief as the Court deems just.
TWELFTH COUNT
(Civil Conspiracy against Dranoff, the Victor Entities, and Dranoff Properties)
201. Dranoff has an ownership and/or management role in each of the Victor Entities
and in Dranoff Properties.
202. Dranoff had a direct financial interest in obtaining the City’s consent to transfer
the Financial Agreement, in connection with Victor Urban Renewal’s sale of the Victor Project
to Aimco.
203. During the term of its Option with the CRA, Dranoff Properties sat on its
redevelopment rights as to the Radio Lofts Property, and has not taken any meaningful efforts to
redevelop the Property since 2010.
204. Based on Dranoff Properties’ failures to perform under the Option, the CRA
exercised its clear contractual right to terminate the Option in April 2018.
205. In or around April 2018, Dranoff and Victor Urban Renewal approached the City
with a request for consent to transfer the Financial Agreement, in order to effectuate the sale of
the Victor Project to Aimco.
74C6388
206. Between April 2018 and the present, the City exercised its lawful and contractual
right to review the proposed transfer and sale, and to demand that Victor Urban Renewal and the
other Victor Entities comply with their obligations to provide annual reports of income and costs
and annual calculations, in connection with the Victor Project.
207. In April 2018 and at all relevant times, Dranoff and the Victor Entities understood
at all times that, if forced to provide true and accurate financial reports and calculations in
connection with the Victor Project, the City would become aware of the Victor Entities’ accrual
and failure to provide Excess Net Profits for the last fifteen (15) years.
208. In April 2018 and at all relevant times, to avoid payment of the Victor Entities’
Excess Net Profits to the City, Dranoff and Dranoff Properties exploited the Radio Lofts
Property by refusing to acknowledge the termination of their redevelopment rights under the
Option.
209. Dranoff and Dranoff Properties have attempted to maintain control over the Radio
Lofts Property, in an effort to block the CRA from exercising its rights as to the Radio Lofts
Property and to force the City to consent to the transfer of the Financial Agreement from Victor
Urban Renewal to Aimco and to waive its rights to payment of the Excess Net Profits from the
Victor Entities.
210. In other words, on behalf of the Victor Entities, Dranoff Properties has effectively
held the City and the CRA hostage until Victor Urban Renewal receives consent to transfer the
Financial Agreement to Aimco.
211. This agreement between the Victor Entities and Dranoff Properties is further
evidenced through the suggestive timing between the March 2018 Financial Statements being
provided to the City; Victor Urban Renewal’s April 2018 request for consent to transfer the
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Financial Agreement; the inconsistent March 2018 Financial Statements, September 2018
Corrected Financial Statements, and Consolidated Financial Statements submitted on September
20, 2018; and Dranoff’s April 2018 refusal to recognize the CRA’s well-established rights as to
the Radio Lofts Property under the Option.
212. The concerted efforts to commit the above unlawful acts, including fraud and
breach(es) of the Financial Agreement and the Option, arise from an agreement between the
Victor Entities and Dranoff Properties, which was facilitated through their common
owner/manager: Dranoff.
WHEREFORE, the City and the CRA demand judgment against Dranoff, the Victor
Entities, and Dranoff Properties awarding compensatory damages, costs of suit, attorneys’ fees,
punitive damages and such other relief as the Court deems just.
THIRTEENTH COUNT
(Declaratory Judgment that Dranoff Properties’ Rights as to the Radio Lofts Property and
the Option Agreement Have Been Rightfully Terminated
by the Camden Redevelopment Agency)
214. The CRA performed all the obligations it owed to Dranoff Properties under the
Option and under the Project Management Agreement. The CRA had the right to terminate
Dranoff Properties’ rights under the Option and its rights in the Radio Lofts Property inter alia
because a redevelopment agreement was never executed by Dranoff Properties for the project,
because a residential project was not close to completion more than sixteen (16) years after the
parties’ executed the Option and ten (10) years after the expiration of the Project Management
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Agreement and because a residential project has become impossible due to more than a one
million dollar gap in grant funding needed to complete a residential project at the property.
215. The CRA’s notice of termination dated April 20, 2018 effectively terminated all
of Dranoff Properties right under the Option and in the Radio Lofts Property.
WHEREFORE, the City respectfully seeks judgment against Dranoff Properties: (1)
declaring that the rights of Dranoff Properties under the Option, the Project Management
Agreement and/or to redevelop the Radio Lofts Property have been effectively terminated by the
CRA and that Dranoff Properties has no further rights under such agreements or in the Radio
Lofts Property; (2 for compensatory damages, costs of suit, attorneys’ fees, punitive damages,
and such other relief as the Court deems just.

Attorneys for Plaintiffs, the City of Camden
and the City of Camden Redevelopment
Agency
s/William M. Tambussi
William M. Tambussi, Esquire
Dated: December 10, 2018
RESERVATION OF RIGHTS
Plaintiffs, the City of Camden and the City of Camden Redevelopment Agency, reserves
the right prior to, at, or after trial, to amend their Complaint to add any statements and/or claims
in this matter.
DEMAND FOR JURY TRIAL
Plaintiffs, the City of Camden and the City of Camden Redevelopment Agency, hereby
demand a trial by jury as to all issues pursuant to R. 4:35-1(a).
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DESIGNATION OF TRIAL ATTORNEY
William M. Tambussi, Esquire is hereby designated as trial counsel for Plaintiffs, the
City of Camden and the Camden Redevelopment Agency.

Agency
R. 4:5-1 CERTIFICATION
I, William M. Tambussi, Esquire, do hereby certify as follows:
1. To the best of my knowledge, the Financial Agreement, Option Agreement, and
related facts at issue in this litigation are the subject of the following action: Victor Urban
Renewal Group LLC, et al. v. City of Camden, et al., CV No.: 1:18-cv-10841-NLH-AMD.
2. To the best of my knowledge, no other action or arbitration proceeding is
contemplated.
3. To the best of my knowledge, there are no other parties who should be joined in
this litigation at this time. The investigation into this matter is continuing, and I reserve the right
to amend or supplement this certification as additional information becomes known.

Agency
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EXHIBIT A
EXHIBIT B
EXHIBIT C

City of Camden and Camden Redevelopment Agency v. Victor Urban Renewal Et Al.

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CAM-L-004612-18 12/10/2018 11:20:21 AM Pg 1 of 120 Trans ID: LCV20182139350

BROWN & CONNERY, LLP

SUPERIOR COURT OF NEW JERSEY

to which the City taxpayers are contractually and lawfully entitled.

Jurisdiction and Venue

1. Pursuant to R. 4:3-1(a)(4), jurisdiction is proper in the Superior Court of New

2. Pursuant to R. 4:3-2(a), venue is proper in the County of Camden because the

3. Pursuant to the forum selection clause in Paragraph 15 of the “Financial

Camden County Vicinage.

4. Plaintiff, the City of Camden (“City”), is a municipal corporation organized and

Hall, 520 Market Street, Camden, New Jersey.

5. Plaintiff, the Camden Redevelopment Agency (“CRA”), is a public agency

6. Defendant, Victor Urban Renewal, LLC (“Victor Urban Renewal”), is a New

Camden, New Jersey.

7. Defendant, Victor Associates, L.P. (“Victor Associates”), is a New Jersey limited

located at 1 Market Street, Camden, New Jersey.

8. Defendant, Victor GP Corp. (“Victor GP”), is a Pennsylvania corporation and is

Broad Street, Philadelphia, Pennsylvania.

9. Defendant, Dranoff Properties, Inc. (“Dranoff Properties”), is a Pennsylvania

10. Defendant, Carl E. Dranoff (“Dranoff”) is a Pennsylvania resident who resides at

Victor GP (collectively referred to as the “Victor Entities”).

12. On or around August 6, 2001, Dranoff, in his capacity as President of Victor

referred to hereinafter as the “Victor Project.”

Urban Renewal submitted an August 6, 2001 application (“August 2001 Application”)

capacity as President of Victor GP.

15. The August 2001 Application included a proposed “Financial Agreement”

between Victor Urban Renewal and the City.

Dranoff and his representatives.

the Long Term Act.

qualified urban entity, as defined under the Long Term Act.

received the tax exemption.

as base rent to Victor Urban Renewal.

Lease or a summary of its material terms.

The 2002 Financial Agreement

administration to enter into the proposed Financial Agreement.

summary of its material terms.

Financial Agreement is attached hereto as Exhibit B.

governed the allocation of project expenses to Victor Urban Renewal.

was fixed at fifteen percent (15%) of its “Annual Gross Revenue”.

the Ground Lease.

with the Long Term Act.

financing for the Victor Project.

Profits for the Project.

obligated to pay the “Excess Net Profits” to the City.

other Victor Entities, in connection with the Victor Project.

following financial reporting and payment obligations:

connection with the Victor Project.

a written demand by the City to do so.

amount(s) due, as required under the Financial Agreement.

calculation(s) of any amount(s) due, as required under the Financial Agreement.

Victor Urban Renewal’s Financial Statements Submitted in March 2018

P.C., of Plymouth Meeting, Pennsylvania (“Mayer Hoffman McCann”).

December 31, 2017.

of total operations,” in connection with the Victor Project.

the Financial Agreement.

Victor Urban Renewal’s April 2018 Request for Consent to

Market Street Urban Renewal, LLC (“Aimco”).

Financial Agreement is subject to the City’s approval.

under the Financial Agreement.

Paragraph(s) 4(e) and 4(f) of the Financial Agreement.

accordance with Paragraph (4) of the Financial Agreement.

as provided in the Financial Agreement.”

claimed by Victor Urban Renewal.