RETURN DATE: MARCH 3, 2009 SUPERIOR COURT

WOODBRIDGE NOTE INVESTORS, LLC J.D. OF NEW HAVEN

VS. AT NEW HAVEN

THE WOODBRIDGE COUNTRY CLUB, INC., :

STANDARD OIL OF CONNECTICUT, INC.,

KRALL COAL & OIL COMPANY, INC.,

TOWN OF WOODBRIDGE,

and THE STATE OF CONNECTICUT

DEPARTMENT OF REVENUE SERVICES FEBRUARY 16,2009

COMPLAINT

Plaintiff Woodbridge Note Investors, LLC, by its undersigned attorneys, hereby brings

the following Complaint against The Woodbridge Country Club, Inc., Standard Oil of

Connecticut, Inc., Krall Coal & Oil Company, Inc., Town of Woodbridge and the State of

Connecticut Department of Revenue Services for, inter alia, the foreclosure of two mortgages

and the enforcement of two security agreements, and in support hereof alleges as follows:

THE PARTIES

1. The Plaintiff, Woodbridge Note Investors, LLC ("Woodbridge Investors"), is a

Connecticut limited liability company having an office and place of business located at 500

Mamaroneck Avenue, Harrison, NY 10528.

2. The Defendant, The Woodbridge Country Club, Inc. ("WCC"), is a Connecticut

corporation having an office and place of business located at 50 Woodfield Road, Woodbridge,

Connecticut 06525.
 3. The Defendant, Standard Oil of Connecticut, Inc. ("Standard Oil"), is a

Connecticut corporation having an office and place of business located at 299 Bishop Avenue,

Bridgeport, Connecticut 06610.

4. The Defendant, Krall Coal & Oil Company, Inc. ("Krall"), is a Connecticut

corporation having an office and place of business located at 1269 Townsend Avenue, New

Haven, CT 06513.

5. The Defendant, Town of Woodbridge, is a Connecticut municipality having an

office and place of business located at 11 Meetinghouse Lane, Woodbridge, CT 06525.

6. The Defendant, the State of Connecticut Department of Revenue Services

("DRS"), is a branch of the State of Connecticut having an office and place of business located at
. )
25 Sigourney Street, Hartford, ConnectIcut 06 I06.

FACTUAL BACKGROUND
7. WCC is the owner of the Woodbridge Country Club located in Woodbridge,

Connecticut. As a country club with a golf course, WCC is highly dependant on members and

membership dues in order to receive sufficient income for club operations. Based on

information and belief and published reports, over the past year WCC has experienced a

significant loss of members and as a result also has experienced a significant loss of income to

fund its operations.

8. Based on information and belief and published reports, as a result of its loss of

members and income, WCC recently terminated or furloughed its entire staff and ceased all club

operations.

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 9. wee has not paid numerous bills to its creditors including its utility providers.

As a result, because it has failed to pay its bills, wee has experienced or is about to experience

(i) a shutoff of its electric power, (ii) a shutoff of its telephone system (which is necessary for its

security system), (iii) a shutoff of its oil deliveries (resulting in no heat for its buildings), and (iv)

a possible shutoff of its water supply systems (which are necessary for its buildings' fire

protection systems).

10. wee also has failed to pay its property and liability insurance bills, resulting in a

cancellation of its insurance policies, which has left wee and its property currently uninsured.

II. wee also has failed to pay its tax obligations to the State of Connecticut for sales

and use tax and for admissions and dues tax, resulting in tax liens against wee in the

approximate amount of $200,000.

12. wee also has failed to pay its tax obligations to the Town of Woodbridge and the

City of New Haven resulting in tax liens against wee in the approximate amountof$75,000.

13. wee also has failed to make any payments under the mortgage notes referenced

below for approximately six months.

14. In order to protect its collateral from imminent harm given wee's failure to pay

its essential bills; Woodbridge Investors has had to take immediate action in the past few days in

order to maintain utilities and insurance related to the wee property. Absent other

arrangements, Woodbridge Investors will have to continue to take such actions in the future in

order to protect its collateral. These actions by Woodbridge Investors include, among other

things, advancing funds to certain third parties to pay expenses that wee has not otherwise paid.

 15. As a result of the foregoing conduct, WCC effectively has abandoned its property,

including its clubhouse and its golf course, leaving it at risk to the elements, vandalism and other

hazards.

The 2005 Mortgage

16. On or about December I, 2005, WCC was the owner of certain real property

located in the Town of Woodbridge, Connecticut, commonly known as 17, 50, and 60 Woodfield

Road, and 805 Fountain Street and also certain real property located in the City of New Haven,

Connecticut, commonly known as I Woodfield Road (hereinafter collectively, the "2005

Mortgaged Premises"), as described more particularly in the 2005 Mortgage, as defined below.

17. On or about December I, 2005, WCC became indebted to Hudson United Bank

n/k/a TO Bank, National Association ("TD Bank") in the principal amount of Three Million

Seven Hundred Fifty-Three Thousand Five Hundred Thirty-Six Dollars and Four Cents

($3,753,536.04) (the "2005 Loan"). The 2005 Loan is evidenced by a Promissory Note dated

December 1,2005, payable to Hudson United Bank n/k/a TD Bank (the "2005 Note"). A copy

of the 2005 Note is attached hereto as Exhibit A.

18. As security for the payment and satisfaction of the 2005 Note, WCC executed and

delivered to TD Bank an Open-End Commercial Mortgage Deed (the "2005 Mortgage") dated

December I, 2005 and recorded on December I, 2005 in Volume 535 at Page 95 of the

Woodbridge Land Records and in Volume 7420 at Page 238 of the New Haven Land Records.

A copy of the 2005 Mortgage is attached hereto as Exhibit B. Pursuant to the terms of the 2005

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Mortgage, WCC granted to TD Bank an interest in the 2005 Mortgaged Premises to secure the

payment and satisfaction of the 2005 Loan.

19. As further security for the payment and satisfaction of the 2005 Note, WCC

executed and delivered to TD Bank a Collateral Assignment of Rentals (the "2005 Assignment

of Rentals") dated December I, 2005 and recorded on December I, 2005 in Volume 535 at Page

126 of the Woodbridge Land Records and in Volume 7420 at Page 269 of the New Haven Land

Records. A copy of the 2005 Assignment of Rentals is attached hereto as Exhibit C.

20. As further security for the payment and satisfaction of the 2005 Note, WCC

executed and delivered to TD Bank a Security Agreement (the "2005 Security Agreement")

dated December 1,2005, in which WCC granted TD Bank a security interest in certain personal

property (the "2005 Personal Property") as defined in the 2005 Security Agreement. A copy of

the 2005 Security Agreement is attached hereto as Exhibit D.

21. On or about December I, 2005, TD Bank perfected its security interest in the

2005 Personal Property by recording a UCC-I Financing Statement in Volume 535 at Page 137

of the Woodbridge Land Records and by recording a UCC-I Financing Statement with the

Connecticut Secretary of State. (Together, the UCC-I Financing Statements referenced in this

paragraph shall be referred to herein as the "2005 Financing Statements. ")

The 2006 Mortgage

22. On or about October 5, 2006, WCC was the owner of certain real property located

in the Town of Woodbridge, Connecticut, commonly known as 17, 50, and 60 Woodfield Road,

and 805 Fountain Street and also certain real property located in the City of New Haven,

Connecticut, commonly known as I Woodfield Road (hereinafter collectively, the "2006

Mortgaged Premises"), as described more particularly in the 2006 Mortgage, as defined below.

23. On or about October 5, 2006, WCC became indebted to Commerce National Bank

nJk/a TD Bank in the principal amount of One Million Dollars and No Cents ($1,000,000.00)

(the "2006 Loan"). The 2006 Loan is evidenced by a Mortgage Loan Note dated October 5,
..
2006, payable to Commerce Bank, National Association nJk/a TD Bank (the "2006 Note"). A

copy of the 2006 Note is attached hereto as Exhibit E.

24. As security for the payment and satisfaction of the 2006 Note, WCC executed and

delivered to TD Bank an Open End Mortgage and Security Agreement (the "2006 Mortgage")

dated October 5, 2006 and recorded on October 6, 2006 in Volume 558 at Page 301 of the

Woodbridge Land Records and in Volume 7742 at Page 169 of the New Haven Land Records.

A copy of the 2006 Mortgage is attached hereto as Exhibit F. Pursuant to the terms of the 2006

Mortgage, WCC granted to m Bank an interest in the 2006 Mortgaged Premises and in certain

personal property as defined in the 2006 Mortgage (the "2006 Personal Property"), to secure the

payment and satisfaction of the 2006 Loan (the "2006 Security Agreement").

25. As further security for the payment and satisfaction of the 2006 Note, WCC

executed and delivered to TD Bank an Assignment of Leases and Rents (the "2006 Assignment

of Leases and Rents") dated October 5, 2006 and recorded on October 6, 2006 in Volume 559 at

Page I of the Woodbridge Land Records and in Volume 7742 at Page 221 of the New Haven

Land Records. A copy of the 2006 Assignment of Leases and Rents is attached hereto as Exhibit

G.

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 26. On or about October 6, 2006, TD Bank perfected its security interest in the 2006

Personal Property by recording a UCC-I Financing Statement in Volume 558 at page 318 of the

Woodbridge Land Records and in Volume 7742 at Page 238 of the New Haven Land Records.

TD Bank also perfected its interest in the 2006 Personal Property by recording a UCC-I

Financing Statement with the Connecticut Secretary of State. (Together, the UCC-I Financing

Statements referenced in this paragraph shall be referred to herein as the "2006 Financing

Statements.")

The Assignment of the 2005 Mortgage and the 2006 Mortgage

27. On or about February 13, 2009, Woodbridge Investors purchased the 2005 Loan

and the 2006 Loan from TD Bank as evidenced by an Assignment of Loan Documents dated and

recorded on February 13, 2009 (the "Assignment"). By virtue of the Assignment, Woodbridge

Investors is now the owner and holder of the 2005 Note, 2005 Mortgage, 2005 Security

Agreement, 2005 Assignment of Rentals, and 2005 Financing Statements (collectively, the

"2005 Loan Documents"). In addition, Woodbridge Investors is now the owner and holder ofthe

2006 Note, 2006 Mortgage, 2006 Assignment of Leases and Rents, and 2006 Financing

Statements (collectively, the "2006 Loan Documents").

COUNT ONE - (Foreclosure ofthe 2005 Mortgage)

I. - 27. Woodbridge Investors incorporates by reference, as though fully set forth

herein, paragraphs I through 27, inclusive, of this Complaint.

 28. WCC is in default under the terms of the 2005 Note and 2005 Mortgage by virtue

of its failure to make payments on the 2005 Note when due, its failure to pay its tax and other

obligations, and its failure to maintain insurance.

29. The 2005 Note has been accelerated.

30. WCC has failed and/or refused to pay the amounts now due and owing under the

2005 Note.

31. The 2005 Note provides that WCC shall be liable for all costs and expenses

incurred by Woodbridge Investors in the collection of the 2005 Loan, including, but not limited

to, attorneys' fees and other sums advanced or incurred to protect the 2005 Mortgaged Premises

against waste and other harm.

32. The following encumbrances of record relating to the 2005 Mortgaged Premises

are prior in right to the 2005 Mortgage and will not be foreclosed by the Judgment to be rendered

in this action:

(a) Any municipal real property taxes currently due to the Town of
Woodbridge and/or the City of New Haven;

(b) Any sewer or water use liens with respect to charges that are currently due
and payable; and

(c) The Bank of Southern Connecticut (nBsc n) may claim an interest in the
portion of the 2005 Mortgaged Premises known as Lot II aIkIa 60
Woodfield Road, Woodbridge, Connecticut (nLot II n) by virtue of: (i) an
Open End Mortgage Deed in the original principal amount of Four
Hundred Thousand Dollars and No Cents ($400,000.00) dated July 23,
2008 and recorded on July 29, 2008 in Volume 604 at Page 94 of the
Woodbridge Land Records; (ii) an Assigrunent of Rents and Leases dated
July 23, 2008 and recorded on July 29, 2008 in Volume 604 at Page 105
of the Woodbridge Land Records; and (iii) a VCC Financing Statement in
favor of BSC dated July 29, 2008 and recorded on July 29, 2008 in

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 Volume 604 at Page 109 of the Woodbridge Land Records. These
interests are prior in right to the portion of the 2005 Mortgage relating to
Lot II by virtue of a Subordination Agreement between TD Bank and
BSC dated July 23, 2008 and recorded on July 29,2008 in Volume 604 at
Page 112 of the Woodbridge Land Records.

33. The following encumbrances of record are junior in right to the 2005 Mortgage,

but Woodbridge Investors is not seeking to foreclose them in connection with this action:

(a) The 2006 Mortgage, 2006 Assigrnnent of Leases and Rents and 2006
Financing Statements;

(b) A certain Easement Agreement dated June 29, 2007 between T2 Unison
Site Management, LLC and WCC recorded on July 27, 2007 in Volume
580 at Page 42 of the Woodbridge Land Records and Volume 8020 at
Page I of the New Haven Land Records; and

(c) An Assignment and Assumption of Lease Agreement dated June 29, 2007
between T2 Unison Site Management, LLC and WCC and recorded on
July 27,2007 in Volume 580 at Page 58 of the Woodbridge Land Records
and in Volume 8020 at Page 17 of the New Haven Land Records.

34. The following encumbrances of record relating to the 2005 Mortgaged Premises

are junior in right to the 2005 Mortgage and will be foreclosed by the Judgment to be entered in

this action:

(a) Standard Oil may claim an interest in the 2005 Mortgaged Premises by
virtue of a Certificate of Attachment in the amount of $7,565.19 dated
January 30, 2009 and recorded on January 30, 2009 in Volume 612 at
Page 148 of the Woodbridge Land Records.

(b) Town of Woodbridge may claim an interest the 2005 Mortgaged Premises
by virtue of a Tax Lien to secure unpaid personal property taxes in the
amount of $5,399.72 dated February 6, 2009 and recorded on February 6,
2009 in Volume 612 at Page 347 of the Woodbridge Land Records.

(c) . Krall may claim an interest in the 2005 Mortgaged Premises by virtue of a
Certificate of Mechanics Lien in the amount of$15,809.45 dated February

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 5,2009 and recorded on February 6, 2009 in Volume 613 at Page 030 of
the Woodbridge Land Records.

(d) DRS may claim an interest in the 2005 Mortgaged Premises by virtue of a
Tax Lien for unpaid taxes arising under Chapters 219 and 225 of the
General Statutes in the amount of $144,698.90 dated February 6, 2009 and
recorded on February 12, 2009 in Volume 613 at Page 138 of the
Woodbridge Land Records.

35. This is an action for foreclosure of the 2005 Mortgage and possession of the 2005

Mortgaged Premises.

36. Woodbridge Investors recorded a Notice of Lis Pendens on the Woodbridge Land

Records and the New Haven Land Records evidencing the pendency of this action and has

caused a true and attested copy of the 2005 Notice to be served upon WCC simultaneously with

this Complaint.

COUNT TWO - (Enforcement ofthe 2005 Security Agreement)

I. - 36. Woodbridge Investors incorporates by reference, as though fully set forth

herein, paragraphs I through 36, inclusive, of Count One of this Complaint.

37. By virtue of WCC's default under the 2005 Note and 2005 Security Agreement,

Woodbridge Investors is entitled to possession of the 2005 Personal Property that secures the

2005 Loan and all other remedies provided under Title 42a of the Connecticut General Statutes.

38. DRS may claim and interest in the 2005 Personal Property by virtue of a LJCC-I

Financing Statement in favor of DRS dated October 27,2008 and recorded with the Connecticut

Secretary of State. This security interest is junior in right to Woodbridge Investors and shall be

foreclosed by this action.

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 COUNT THREE - (Foreclosure of the 2006 Mortgage)

I. - 27. Woodbridge Investors incorporates by reference, as though fully set forth

herein, paragraphs I through 27, inclusive, of this Complaint.

28. WCC is in default under the terms of the 2006 Note and 2006 Mortgage by virtue

of its failure to make payments on the 2006 Note when due, its failure to pay its tax and other

obligations, andits failure to maintain insurance.

29. The 2006 Note has been accelerated.

30. WCC has failed and/or refused to pay the amounts now due and owing under the

2006 Note.

31. The 2006 Note provides that WCC shall be liable for all costs and expenses

incurred by Woodbridge Investors in the collection of the 2006 Loan, including, but not limited

to, attorneys' fees and other sums advanced or incurred to protect the 2006 Mortgaged Premises

against waste and other harm.

32. The following encumbrances of record relating to the 2006 Mortgaged Premises

are prior in right to the 2006 Mortgage and will not be foreclosed by the Judgment to be rendered

in this action:

(a) Any municipal real property taxes currently due to the Town of
Woodbridge and/or the City of New Haven;

(b) Any sewer or water use liens with respect to charges that are currently due
and payable; and

(c) The Bank of Southern Connecticut ("BSC") may claim an interest in the
portion of the 2006 Mortgaged Premises . known as Lot II a/k/a 60
Woodfield Road, Woodbridge, Connecticut ("Lot II ") by virtue of: (i) an
Open End Mortgage Deed in the original principal amount of Four

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 Hundred Thousand Dollars and No Cents ($400,000.00) dated July 23,
2008 and recorded on July 29, 2008 in Volume 604 at Page 94 of the
Woodbridge Land Records; (ii) an Assignment of Rents and Leases dated
July 23, 2008 and recorded on July 29, 2008 in Volume 604 at Page 105
of the Woodbridge Land Records; and (iii) a UCC Financing Statement in
favor of BSC dated July 29, 2008 and recorded on July 29, 2008 in
Volume 604 at Page 109 of the Woodbridge Land Records. These
interests are prior in right to the portion of the 2006 Mortgage relating to
Lot 11 by virtue of a Subordination Agreement between TD Bank and
BSC dated July 23, 2008 and recorded on July 29, 2008 in Volume 604 at·
Page 112 of the Woodbridge Land Records; and

(d) The 2005 Mortgage, 2005 Assignment of Rentals, and 2005 financing
Statements.

33. The following encumbrances of record are junior in right to the 2006 Mortgage,

but Woodbridge Investors is not seeking to foreclose them in connection with this action:

(a) A certain Easement Agreement dated June 29, 2007 between T2 Unison
Site Management, LLC and WCC recorded on July 27, 2007 in Volume
580 at Page 42 of the New Haven Land Records; and

(b) An Assignment and Assumption of Lease Agreement dated June 29,2007

between T2 Unison Site Management, LLC and WCC and recorded on
July 27,2007 in Volume 580 at Page 58 of the Woodbridge Land Records
and in Volume 8020 at Page 17 of the New Haven Land Records.

34. The following encumbrances of record relating to the 2006 Mortgaged Premises

are junior in right to the 2006 Mortgage and will be foreclosed by the Judgment to be entered in

this action:

(a) Standard Oil may claim an interest in the 2006 Mortgaged Premises by
virtue of a Certificate of Attachment in the amount of $7,565.19 dated
January 30, 2009 and recorded on January 30, 2009 in Volume 612 at
Page 148 of the Woodbridge Land Records.

(b) Town of Woodbridge may claim an interest the 2006 Mortgaged Premises
by virtue of a Tax Lien to secure unpaid personal property taxes in the

12
 amount of $5,399.72 dated February 6,2009 and recorded on February 6,
2009 in Volume 612 at Page 347 of the Woodbridge Land Records.

(c) Krall may claim an interest in the 2006 Mortgaged Premises by virtue of a
Certificate of Mechanics Lien in the amount of$15,809.45 dated February
5, 2009 and recorded on February 6, 2009 in Volume 613 at Page 030 of
the Woodbridge Land Records.

(d) DRS may claim an interest in the 2006 Mortgaged Premises by virtue ofa
Tax Lien for unpaid taxes arising under Chapters 219 and 225 of the
General Statutes in the amount of $144,698.90 dated February 6,2009 and
recorded on February 12, 2009 in Volume 613 at Page 138 of the
Woodbridge Land Records.

35. This is an action for foreclosure of the 2006 Mortgage and possession of the 2006

Mortgaged Premises.

36. Woodbridge Investors recorded a Notice of Lis Pendens on the Woodbridge Land

Records and the New Haven Land Records evidencing the pendency of this action and has

caused a true and attested copy of the 2006 Notice to be served upon WCC simultaneously with

this Complaint.

COUNT FOUR· (Enforcement of the 2006 Security Agreement)

1. - 36. Woodbridge Investors incorporates by reference, as though fully set forth

herein, paragraphs 1 through 36, inclusive, of Count Three of this Complaint.

37. By virtue of WCe's default under the 2006 Note and 2006 Security Agreement,

Woodbridge Investors is entitled to possession of 2006 Personal Property and all other remedies

provided under Title 42a of the Connecticut General Statutes.

38. DRS may claim and interest in the 2006 Personal Property by virtue ofaUCC-l

Financing Statement in favor of DRS dated October 27, 2008 and recorded with the Connecticut

13

Secretary of State. This security interest is junior in right to Woodbridge Investors and shall be

foreclosed by this action.

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 WHEREFORE, Woodbridge Investors prays for the following relief:

As to Count One:

I. A judgment of strict foreclosure of the 2005 Mortgage; unless the U.S.

government is a party Defendant at the time ofjudgment in which case a foreclosure by sale;

2. Immediate possession of the properties that comprise the 2005 Mortgaged

Premises;

3. Interest;

4. Costs;

5. Attorneys' fees;
•
6. A Receiver to protect the 2005 Mortgaged Premises against waste;

7. A deficiency judgment, if applicable; and

8. Such other and further relief as at law and/or in equity may pertain.

As to Count Two:

I. Immediate foreclosure or possession of the 2005 Personal Property pursuant to

Connecticut General Statutes § 42a-9-604 and/or §, 42a-9-609 and/or the 2005 Security

Agreement;

2. A determination that Woodbridge Investors is entitled to immediate possession of

the 2005 Personal Property and/or that Woodbridge Investors may exercise its rights to the 2005

Personal Property under Connecticut General Statutes § 42a-9-604 and/or § 42a-9-609 and/or the

Security Agreement;

3. Attorneys' fees, interest and costs of suit;

IS
 4. Damages; and

5. Such other and further relief as at law and/or in equity may pertain.

As to Count Tbree:

I. A judgment of strict foreclosure of the 2006 Mortgage; unless the U.S.

government is a party Defendant at tbe time ofjudgment in which case a foreclosure by sal7;

2. Immediate possession of the properties that comprise the 2006 Mortgaged

Premises;

3. Interest;

4. Costs;

5. Attorneys' fees;

6. A Receiver to protect the 2006 Mortgaged Premises against waste;

7. A deficiency judgment, if applicable; and

8. Such otber and further relief as at law and/or in equity may pertain.

As to Count Four:

I. Immediate foreclosure or possession of 2006 Personal Property that secures the

2006 Loan pursuant to Connecticut General Statutes § 42a-9-604 and/or § 42a-9-609 and/or the

2006 Security Agreement;

2. A determination that Woodbridge Investors is entitled to immediate possession of

tbe 2006 Personal Property and/or that Woodbridge Investors may exercise its rights to the 2006

Personal Property under Connecticut General Statutes § 42a-9-604 and/or § 42a-9-609 and/or the

2006 Security Agreement;

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3. Attorneys' fees, interest and costs of suit;

4. . Damages; and

5. Such other and further relief as at law and/or in equity may pertain.

THE PLAINTIFF
WOODB~DGE NOTE INVESTORS, LLC

By
William S. Fish, Jr.
James R. Byrne
KimP. Bush
HINCKLEY ALLEN & SNYDER, LLP
CityPlace - 35th Floor
185 Asylum St.
Hartford, CT 06103-3488
Telephone: 860-725-6200
Fax: 860-278-3802
Juris No. 428858
- Its Attorneys ­

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RETURN DATE: MARCH 3, 2009 SUPERIOR COURT

WOODBRIDGE NOTE INVESTORS, LLC J.D. OF NEW HAVEN

VS. AT NEW HAVEN

THE WOODBRIDGE COUNTRY CLUB, INC. :

STANDARD OIL OF CONNECTICUT, INC,
and THE STATE OF CONNECTICUT
DEPARTMENT OF REVENUE SERVICES FEBRUARY 16,2009

STATEMENT OF AMOUNT IN DEMAND

The amount in demand, exclusive of interest and costs, is in excess of $15,000.00.

THE PLAINTIFF
WOODBRIDGE NOTE INVESTORS, LLC

By
William S. Fish, Jr.
James R. Byrne
KimP. Bush
HINCKLEY ALLEN & SNYDER, LLP
CityPlace - 35th Floor
185 Asylum St.
Hartford, CT 06103-3488
Telephone: 860-725-6200
Fax: 860-278-3802
Juris No. 428858
- Its Attorneys ­