Partnership dispute over Rotem Rosen’s $27.5M Gowanus parcel purchase offer

Orange Management, a partner in a joint venture that owns 123 Third Street in Gowanus, Brooklyn, is seeking to purchase the property from its partners instead of sell the property to Rotem Rosen’s MRR Capital for $27.5 million, according to a new court filing.

The partner, Andrew Bradfield and his company Orange Management, wants to buy out partners Yossi Ariel and Paul Amit of Sterling Town Equities and Eyal Ben-Yosef, giving them the amount Bradfield claims their ownership agreement outlines for such a buyout, but at least one of the other partners have refused, blocking the buyout.

Orange Management submitted a new building construction project for an 84-unit, 73,135 square-foot residential (R-2) building at 129 3 Street. The plan was filed on November 15, 2021. It calls for the construction of a 147-foot tall, 14-story building and was filed with the New York City Department of Buildings under job number B00621533. The architect is Colberg Architecture.

According to the complaint, “In or about January 2023, Third Street [the partnership entity] received a purchase offer for the Property from an individual, Rotem Rosen, and/or one of his affiliate companies, including MRR Capital and/or MRR Gowanus LLC (“Rosen” or “Purchaser”). Defendants Ben-Yosef and PCLING LLC1 voted to approve a “straight sale” of the Property to Rosen for a purchase price of $27.5 million.” Eyal Ben-Yosef https://app.3rdmg.com/about

The current owners including Orange Management and Sterling Town Equities purchased the parcel in February 2022 for $21.6 million (the complaint says the price was $22.5 million).

According to the complaint, an attorney for Ben-Yosef sent a reply rejecting the Orange Management offer, citing defects.

“Letter identifies three purported defects in Plaintiff’s calculation of the amounts due to the Approving Members, and on that basis contends that the Purchase Notice “was deficient in that it did not contain the ‘price equal to that which Mr. BenYosef would individually have received’” in the straight sale… [The] Letter further contends that because the Purchase Notice contained alleged errors in its purchase price calculation, Plaintiff had failed to timely notify the Approving Members of its election to purchase the Third Street membership interests: “Because your purported ‘Notice’ did not contain the required information, you have ‘fail[ed] to inform the Approving Member within the specified time’ set forth in the Operating Agreement, and therefore, pursuant to Section 9.2(b), you have forfeited your right to purchase the Approving Members’ interests in the Company.”

Lawsuit LINK

Direct link to the property’s ACRIS page and link to DOB NOW portal.