Return Date: No return date scheduled

Hearing Date: 8/12/2020 9:30 AM - 9:30 AM

Courtroom Number: 2008
Location: District 1 Court FILED
Cook County, IL 4/13/2020 4:52 PM
IN THE CIRCUIT COURT OF COOK COUNTY ILLINOIS DOROTHY BROWN
COUNTY DEPARTMENT, CHANCERY DIVISION CIRCUIT CLERK
COOK COUNTY, IL
GENERAL CHANCERY
FILED DATE: 4/13/2020 4:52 PM 2020CH03825

2020CH03825

401 S. STATE STREET OWNER, LLC, ) 2020CH03825 9068690

an Illinois Limited Liability Company, ) Case No. ________________
)
Plaintiff, )
)
ROBERT MORRIS UNIVERSITY ILLINOIS, )
an Illinois not- for-profit corporation; )
ROOSEVELT UNIVERSITY, an Illinois not-for )
profit corporation; JOSEPH WRIGHT, an )
individual, MABLENE KRUEGER, an individual; )
MICHAEL P. VIOLLT, an individual; )
JANET VAN ZUIDEN, an individual; ALI R. )
MALEKZADEH, an individual; PATRICIA )
HARRIS, an individual; MELVIN L. KATTEN, )
an individual; ROBERT MEDNICK, an individual; )
SUSAN T. BART, an individual; and BRUCE )
A. CROWN, an individual, )
)
Defendants. )

COMPLAINT

NOW COMES Plaintiff, 401 S. STATE STREET OWNER, LLC, by its undersigned

attorneys, and brings this Complaint seeking legal and equitable relief for breach of a contractual

lease agreement, successor liability, liability under the Uniform Fraudulent Transfer Act, and as

to all Defendants for aiding and abetting.

Because this Complaint concerns “creditor’s rights,” it is brought in the Chancery

Division pursuant to Cook County General Order No. 1.2, §2.1(b)(1).

Parties

1. The Plaintiff, 401 S. STATE STREET OWNER, LLC, is a fee holder of 401

South State Street in Illinois in Chicago, I, and a successor and landlord in connection with a

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 lease agreement for commercial space at 401 S. State Street in Chicago, dated November 8,

1996, and amended from time to time.

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2. A true and correct copy of the lease agreement dated November 8, 1996, and the

seven amendments to the lease agreement, are attached as Group Exhibit 1. Collectively, the

lease agreement dated November 8, 1996 and the seven amendments will be referred to herein as

“the Lease.”

3. Plaintiff, 401 S. STATE STREET OWNER, LLC, will be referred to herein as

“the Landlord” or “Plaintiff Landlord.”

4. In November 1996, at the time of origination of the Lease, Defendant, ROBERT

MORRIS UNIVERSITY ILLINOIS, an Illinois not-for-profit corporation, was known as

“Robert Morris College, Inc.” Subsequent to the origination of the Lease, Robert Morris College,

Inc. changed its name to “Robert Morris University Illinois, Inc.” Hereafter, Defendant

ROBERT MORRIS UNIVERSITY ILLINOIS will be referred to as “RMU.” Prior to its merger

with Roosevelt, (described more fully below), RMU was a private university offering primarily

undergraduate degree programs, in a variety of fields, from the leased premises at 401 S. State.

5. Defendant, ROOSEVELT UNIVERSITY (“Roosevelt”), is an Illinois not-for-

profit corporation, is a private university that offers graduate, undergraduate, and professional

degree programs at campuses in downtown Chicago, and in Schaumberg, Illinois, and online.

6. Defendant, JOSEPH WRIGHT (“Wright”), is the Chairman of the Board of

RMU, and a Trustee on the Board of Trustees.

7. Defendant, MABLENE KRUEGER (hereinafter “Krueger”), is currently the

President of RMU and has been since 2015. Kreuger will be the Chief Operating Officer of

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 Roosevelt after Robert Morris merges with Roosevelt. According to publicly available Form

990s, Kruger makes approximately $500,000 per year in annual salary.

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8. Defendant, MICHAEL P. VIOLLT (“Viollt”), is the Chancellor of RMU and a

Trustee on the Board of Trustees.

9. Defendant, JANET VAN ZUIDEN (“Van Zuiden”), is the Secretary of RMU,

and a Trustee on the Board of Trustees.

10. Defendants Wright, Kruger, Viollt, and Van Zuiden are collectively referred to

herein as the “RMU Individual Defendants.”

11. Defendant, ALI R. MALEKZADEH (“Malekzadeh”), is currently the President

and Chief Executive Officer of Roosevelt and has been since 2015.

12. Defendant, PATRICIA HARRIS (“Harris”), is the Chair of the Board of

Roosevelt University, and a Trustee on the Board of Trustees.

13. Defendant, MELVIN L. KATTEN (“Katten”), is a Senior Vice Chair of the

Board of Roosevelt University, and a Trustee on the Board of Trustees.

14. Defendant, ROBERT MEDNICK (“Mednick”), is a Senior Vice Chair of the

Board of Roosevelt University, and a Trustee on the Board of Trustees.

15. Defendant, SUSAN T. BART (“Bart”), is the Vice Chair of the Board of

Roosevelt University, and a Trustee on the Board of Trustees.

16. Defendant, BRUCE A. CROWN (“Crown”), is the Secretary of the Board of

Roosevelt University, and a Trustee on the Board of Trustees.

17. Defendants, Malekzadeh, Harris, Katten, Mednick, Bart, and Crown, are

collectively referred to as the “Roosevelt Individual Defendants.”

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 Allegations Common to All Counts

18. At some time after 2015, and prior to October 2019, Krueger and Malekzadeh,
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the Presidents of RMU and Roosevelt, respective, began to meet to plan to merge the two

universities.

19. Thereafter, Kruger and Malekzadeh, aided and abetted by the other RMU

Individual Defendant and the Roosevelt Individual Defendants, began to undertake actions to

merge the university, and fraudulently transfer assets of RMU to the failing Roosevelt

University, which was highly leveraged, facing declining student enrollment, and suffering

annual operating losses.

20. According to public filings, Roosevelt has reported operating deficits every year

since 2014.

21. In June 2018, Moody’s Investors Service kept Roosevelt’s bonds in junk

territory because of a “material structural imbalance, with large operating deficits and

insufficient debt service coverage that require draws on the university’s reserves.” Moody’s also

noted that “Roosevelt’s very high financial leverage and associated fixed costs are becoming

increasingly unaffordable as its scale declines.”

22. Again, on February 12, 2020, Moody’s Investors Service maintained it negative

outlook and bond rating, stating:

The affirmation of the B1 reflects maintenance of unrestricted liquidity and

observable near-term progress in operating performance. Management continues to
work through its plan to achieve operational stability, taking various measures such
as expense reductions, a moderate change to the university's debt structure and the
monetization of real estate. Management expects further improvement to operations
in fiscal 2020. However, the university continues to operate at a deficit, with
insufficient operating cash flow to cover debt service. Roosevelt's very high
financial leverage and associated fixed costs continue to remain unaffordable at its
current scale, resulting in fundamental financial imbalance and an unsustainable
operating model absent material changes.

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 23. Nevertheless, Defendants persisted with the merger, and RMU is now known as
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the “Robert Morris Experiential College,” at Roosevelt University.

24. As alleged more fully herein, RMU transferred substantially all of its assets to

Roosevelt, and did not receive reasonably equivalent value in exchange for the transfer.

25. As alleged more fully herein, RMU also breached its Lease with Plaintiff

Landlord, causing tens of millions of dollars in damages.

Count I
Breach of the Lease Contract
(Against RMU)

26. Plaintiff repeats and realleges paragraphs 1 through 25, above, as if fully set

forth herein.

27. The Lease requires payment of rent on the 1st of every month. (See Group

Exhibit 1, Lease.)

28. After the initial execution of the Lease, the Lease was amended from time-to-

time, as RMU desired to increase the amount of space it was renting and extend the term of the

Lease. The Second, Third, Fourth, and Fifth Amendments to the Lease – none of which are

directly relevant to the issues in the lawsuit – are attached for the purpose of background and

continuity.

29. On March 23, 2009, RMU (which was still known as “Robert Morris College,

Inc.” at that time) entered into a “Sixth Amendment to Office Lease.”

30. The Sixth Amendment stated: “Tenant desires to: (i) lease certain additional

space in the [] building and (ii) extend the term of the Lease, and Landlord is willing to do so,

subject to the following terms and provisions [as set forth in the Sixth Amendment] (Group

Exhibit 1, Sixth Amendment, at Preamble, ¶ G).

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 31. The Sixth Amendment also provided, “The expiration of the Term [of the

Lease] is extended from June 30, 2017 to June 30, 2024. All of the terns and provisions
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of the Lease, as hereby amended, shall apply to that part of the Term occurring after June

30, 2017, except as otherwise provided in this Amendment. (Group Exhibit 1, Sixth

Amendment, at ¶ 3 (a)).

32. The Sixth Amendment, at paragraph 3(b) set forth a “Base Rent”

schedule for each of the years in the extended term. Of the years remaining in the term,

the rent set for in the rent schedule is as follows:

7/1/19-6/30/20: $539,854.72 per month;

7/20-6/21 an annual rent of $6,739,841.28;

7/21-6/22 an annual rent of $7,007,884.80;

7/22-6/23 an annual rent of $7,288,846.08;

and for the final year, July 1, 2023 until the

termination date of June 30, 2024, an

annual rent of $7,579,485.68.

33. A Seventh Amendment to the Office Lease was executed on December

23rd, 2010 whereby RMU leased even more space for each of the years 2011 through

2024. A rent schedule for that additional space was set forth in Paragraphs 2 (c) and 2(d)

of the Seventh Amendment. (Group Exhibit 1, Seventh Amendment, at ¶¶ 2(c) & (d)).

This schedule called for additional Monthly Rent of $6,056.88 for the month of April

2020 (as to the Eleventh Additional Premises) and $39,708.18 for the month of April

2020 (as to the Twelfth Additional Premises). These rents continue to escalate, in

accordance with the rent schedule, from 5/1/20 through 6/30/24. Id.

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 34. Under the Lease and all its Amendments, RMU owed an April 1, 2020 a total

Base Rent installment in the amount of $585,619.78.

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35. Additionally, RMU owes tax expenses of $220,932.32 per month and operating

expenses of $245,912.13.

36. This makes for a total installment obligation, due April 1, 2020, of

$1,052,464.23.

37. RMU did not pay the rental installment due on April 1, 2020, as required by the

Lease, as amended.

38. In accordance with Section 12 A (1) of the Lease, the Landlord, acting through

its counsel, sent a written 10-day demand for cure, a copy of which is attached as Exhibit 2.

39. Neither RMU, nor any of its agents, successors, or anyone else acting on its

behalf, cured the April 1, 2020 non-payment of rent. Indeed, no efforts whatsoever were made to

pay rent, and no money was received by Plaintiff after April 1, 2020, and prior to the filing of

this action.

40. The failure to cure the non-payment of rent is an event of default under the

Lease. (See, Group Exhibit 1 ¶ 12 A (1), “Events of Default. Each of the following shall

constitute an event of default by Tenant under this Lease: (1) Tenant fails to pay any installment

of Rent when due and fails to cure such default within ten days after written notice to Tenant.

…”).

41. Monthly installments in excess of $1,000,000 are due each month for the

remainder of the Lease Term.

42. Section 12 B of the Lease specifies that in the event of a breach, subject to

reasonable mitigation efforts by Landlord, the Landlord may either terminate the Lease and seek

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 damages pursuant to a formula set forth in 12 B(1), or terminate Tenant’s right to

possession only, and seek judgments for monthly rent from time to time. (Group Exhibit
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1 ¶ 12 B (1) & B (2)).

43. Even with the most extreme mitigation efforts, given the vast amount of

space now left vacant, its extensively customized nature, and lack of notice by which

RMU breached, Landlord will suffer tens of millions of dollars in additional damages.

44. Upon default, the Landlord has the right to seek all remedies available at

law, or in equity, without limitation those set forth in Paragraph 12 of the Lease.

45. The Lease between Plaintiff and RMU is a valid lease agreement,

executed by all parties knowingly, with full legal capacity, and supported by valuable

consideration.

46. Plaintiff has performed all obligation under the Lease and has fully

complied with the Lease’s provisions regarding declaring an event of default.

47. Defendant RMU breached the Lease agreement by failing to pay the

April 1, 2020 rent installment and failing to cure within 10 days after written notice.

48. The Lease provides, at Paragraph 22 B: “Tenant shall pay Landlord

interest on any delinquent Rent owing under this Lease at a rate equal to the base or so

called prime rate of interest from time to time announced by Harris Bank, Chicago,

Illinois (or if the Harris Bank no longer establishes a prime rate, then as so identified in

the Wall Street Journal), plus 3% from the date due until paid.” (Group Exhibit 1, at ¶

22 B).

49. Paragraph 12 D of the Lease states: “In the event either the Landlord or

Tenant commences a legal proceeding to enforce any terms of this Lease, including the

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 payment of Base Rent, Additional Rent or Rent Adjustment, the prevailing party in such action

shall have the right to recover reasonable attorneys’ fees and costs from the other party. [the
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lease goes on to define how to determine “prevailing party”] (Group Exhibit 1, at ¶ 12 D).

50. As a direct and proximate result of Defendant RMU’s breach of the Lease,

Plaintiff Landlord has suffered damages in an amount to be proved at trial but including lost rent

and future rent calculated in accordance with Section12 B of the Lease.

WHEREFORE, the Plaintiff, 401 S. STATE STREET OWNER, LLC, seeks judgment

against Defendant ROBERT MORRIS UNIVERSITY ILLINOIS, on this Court I, in an amount

to be determined at trial, including:

A. Lost past and future rent, calculated in accordance with Paragraph 12B of the

Lease,

B. Pre-judgment interest, calculated in accordance with Paragraph 22 B of the Lease;

C. Reasonable attorney’s fees pursuant to Paragraph 12 D of the Lease;

D. The costs of bringing this action; and

E. Any other relief this Court deems just.

Count II
Successor Liability
(Against Roosevelt)

51. Plaintiff repeats and realleges paragraphs 1 through 25 of the Allegations

Common to All Counts, and paragraphs 27 through 50 of Count I, as if set forth fully herein.

52. Defendant Roosevelt has legal or equitable ownership of RMU and its assets.

53. Roosevelt and RMU merged. This is a basis for successor liability under Illinois

law.

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 54. Additionally, Roosevelt is currently engaged in the same business as

RMU and caters to the same group of students and potential students. Key employees of
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RMU are key employees of Roosevelt, and Roosevelt utilizes the assets, goodwill,

commercial contacts, intellectual property, and corporate opportunities transferred from

RMU.

55. RMU ceased its ordinary business after the merger.

56. There exists a continuity of management, personnel, assets, and general

business operations. RMU simply continues post-merger as the “Experiential” College

within Roosevelt University.

57. Under these circumstances, Roosevelt has impliedly agreed to assume

the liabilities of RMU, including the Lease obligation at issue in this case.

58. Roosevelt is a de facto successor of RMU as Roosevelt is engaged in

substantial continuation of RMU’ business.

59. The transfer of RMU’s business and assets, including certain key

employees, goodwill, methods and know-how, contacts, intellectual property and

corporate opportunities necessary to operate the business, was affected, in part, for the

fraudulent purpose of evading RMU’s obligation under the Lease.

WHEREFORE, the Plaintiff, 401 S. STATE STREET OWNER, LLC, seeks judgment

against Defendant ROOSEVELT UNIVERSITY, that Roosevelt be deemed a successor to

RMU, and judgment entered against it in an amount to be determined at trial, including:

A. Lost past and future rent, calculated in accordance with Paragraph 12B of the

Lease,

B. Pre-judgment interest, calculated in accordance with Paragraph 22 B of the Lease;

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 C. Reasonable attorney’s fees pursuant to Paragraph 12 D of the Lease;

D. The costs of bringing this action; and

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E. Any other relief this Court deems just.

Count III
Violations of the
Uniform Fraudulent Transfer Act, 740 ILCS 160/1, et seq.
(Against Roosevelt and RMU)

60. The Plaintiff restates and realleges paragraphs 1 through 25, above, as if set

forth fully herein.

61. Illinois has enacted the Uniform Fraudulent Transfer Act (“UFTA”), 740 ILCS

160/1, et seq.

62. The UFTA defines a “claim” as “a right to payment, whether or not the right is

reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,

undisputed, legal, equitable, secured, or unsecured.” 740 ILCS 160/2(c).

63. The obligations under the Lease constitute a “claim” under the UFTA.

64. The UFTA defines a “creditor,” as a “person who has a claim.” 740 ILCS

160/2(c).

65. Plaintiff Landlord is a “creditor” under the UFTA.

66. The UFTA defines "debtor" as “a person who is liable on a claim.” 740 ILCS

160/2(d).

67. RMU is a “debtor” under the UFTA.

68. Section 5 of the Uniform Fraudulent Transfer Act states, in relevant part:

(a) A transfer made or obligation incurred by a debtor is fraudulent as to a

creditor, whether the creditor’s claim arose before or after the transfer was
made or the obligation was incurred, if the debtor made the transfer or
incurred the obligation:

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 ***
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(2) without receiving a reasonably equivalent value in exchange for the

transfer or obligation, and the debtor:

(A) was engaged or was about to engage in a business or a

transaction for which the remaining assets of the debtor were
unreasonably small in relation to the business or transaction;
or

(B) intended to incur or believed or reasonably should have

believed that he would incur, debts beyond his ability to pay
as they became due.

740 ILCS 160/5(a)(2).

69. The debtor, RMU, made a transfer. Specifically, RMU transferred all of

its assets, tangible and intangible, including cash, furniture and equipment, trusts,

pledges, grants, customer lists, goodwill, contracts, and much of its academic talent to

Roosevelt.

70. RMU did not receive reasonably equivalent value in exchange for the

transfer.

71. According to a Form 990 filed by RMU for the period ending June 2018,

RMU had total assets of 71,509,897 (including land, building and equipment valued at,

after depreciation, 42,196,682 and investments valued at $18,453,096) and net assets of

$47,338,138.

72. Based on the financial condition of Roosevelt, as reflected in the

publicly-available IRS Form 990s, and accompanying audits, as well as the bond rating

by Moody’s Investors Services, Roosevelt – which was itself highly leveraged – lacked

the financial ability to pay reasonably equivalent value, and it is alleged it did not do so.

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 73. RMU became “insolvent” as a result of the transfer, as that term is defined by

Section 3 of the UFTA. 740 ILCS 160/3.

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74. Roosevelt had reason to believe RMU would become insolvent as a result of the

transfers.

75. Section 6(a) of the UFTA provides,

Sec. 6. (a) A transfer made, or obligation incurred by a debtor is fraudulent

as to a creditor whose claim arose before the transfer was made or the

obligation was incurred if the debtor made the transfer or incurred

the obligation without receiving a reasonably equivalent value in
exchange for the transfer or obligation and the debtor was
insolvent at that time or the debtor became insolvent as a result of
the transfer or obligation.

740 ILCS 160/6(a).

76. Accordingly, the asset transfer made by RMU to Roosevelt is fraudulent, in law,

as to Plaintiff Landlord under 740 ILCS 160/5(a)(2) & 6(a).

77. Section 5 of the Uniform Fraudulent Transfer Act states, in relevant part:

(a) A transfer made, or obligation incurred by a debtor is fraudulent as

to a creditor, whether the creditor’s claim arose before or after the
transfer was made or the obligation was incurred, if the debtor made
the transfer or incurred the obligation:

(1) with actual intent to hinder, delay, or defraud any creditor of the
debtor; or

740 ILCS 160/5(a)(1).

78. RMU’s transfer of all of its assets, tangible and intangible, including cash,

furniture and equipment, trusts, pledges, grants, customer lists, goodwill, contracts, and academic

talent to Roosevelt was made with the actual intent to hinder, delay and defraud Plaintiff

Landlord.

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 79. Section 5 of the Uniform Fraudulent Transfer Act states, in relevant part:
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(b) In determining actual intent under paragraph (1) of subsection (a),

consideration may be given, among other factors, to whether:

***
(5) the transfer was of substantially all the debtor’s assets;

***

(8) the value of the consideration received by the debtor was

reasonably equivalent to the value of the asset transferred or the
amount of the obligation incurred;

(9) the debtor was insolvent or became insolvent shortly after the
transfer was made or the obligation was incurred;

740 ILCS 160/5(b).

80. Because the transfer was of substantially all of RMU’s assets, the value

of the consideration was not reasonably equivalent to the value of the assets transferred,

and RMU became insolvent as a result of the transfer, it can reasonably be inferred that

the transfer was made with actual intent to hinder, delay, or defraud.

81. Section 8 of the UFTA provides, in relevant part:

(a) In an action for relief against transfer or obligation under this Act,
a creditor, subject to the limitations in Section 9, may obtain: (1)
avoidance of the transfer or obligation to the extent necessary to satisfy the
creditor's claim; [or] (2) an attachment or other provisional remedy against
the asset transferred or other property of the transferee in accordance with
the procedure prescribed by the Code of Civil Procedure;

740 ILCS 160/8(a).

82. Section 9 of the UFTA provides, in relevant part:

(a) A transfer or obligation is not voidable under paragraph (1) of

subsection (a) of Section 5 against a person who took in good faith and for
a reasonably equivalent value or against any subsequent transferee or
obligee.

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 (b) Except as otherwise provided in this Section, to the extent a transfer
is voidable in an action by a creditor under paragraph (1) of subsection (a)
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of Section 8, the creditor may recover judgement for the value of the asset
transferred, as adjusted under subsection (c), or the amount necessary to
satisfy the creditor's claim, whichever is less. The judgment may be entered
against: (1) the first transferee of the asset or the person for whose benefit
the transfer was made. . ..

740 ILCS 160/9(a)&(b)(1).

83. The transactions as described herein, as fraudulent in law in violation of 740

ILCS 160/5/a) (2) and 6(a), and fraudulent in fact, in violation of 740 ILCS 160/ 5/(1)(a). They

are therefore voidable under Section 9, and Landlord is entitled to, among other things, judgment

against the transferee – Roosevelt – in the amount of the claim against RMU.

84. Plaintiff Landlord seeks an order from this Court avoiding the transfer, to the

extent necessary to satisfy Landlord’s claim, under Section 9.

85. Plaintiff Landlord is entitled to an attachment of the assets or revenues

transferred from RMU to Roosevelt to the extent necessary to satisfy Plaintiff Landlord’s claims.

86. Plaintiff Landlord seeks a judgment against Roosevelt in the amount of damages

under the Lease, as proved at trial.

WHEREFORE, the Plaintiff, 401 S. STATE STREET OWNER, LLC, seeks judgment

against Defendants ROOSEVELT UNIVERSITY, and ROBERT MORRIS UNIVERSITY

ILLINOIS, and judgment be entered in accordance with the Uniform Fraudulent Transfer Act, as

follows:

A. Avoidance of the transfer or obligation to the extent necessary to satisfy Plaintiff

Landlord’s clam, pursuant to 740 ILCS 160/8(a)(1);

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 B. An attachment or other provisional remedy against the assets transferred, or other

property of the transferee, in accordance with the procedure prescribed by the

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Code of Civil Procedure, pursuant to 740 ILCS 160/8(a);

C. Judgement in favor of Plaintiff and against ROOSEVELT UNIVERSITY, for the

value of the asset transferred, as adjusted under subsection (c), or the amount

necessary to satisfy the creditor's claim, whichever is less in accordance with 740

ILCS 160/9.

D. Any other relief the Court deems just.

Count IV
Aiding and Abetting.
(Against All Individual Defendants)

87. Plaintiff restates and realleges paragraphs 1 through 25 of the

Allegations Common to All Counts, paragraphs 27 through 50 of Count I, and 61

through 86 of Count III, as if set forth fully herein.

88. The RMU Individual Defendants and RMU committed wrongful acts, in

breaching the Lease as alleged in Count I, causing an injury to Plaintiff Landlord.

89. The Roosevelt Individual Defendants and Roosevelt, individually, jointly

and severally, and in concert, provided assistance to RMU (and the RMU Individual

Defendants) in connection with their wrongful acts, and were aware of their role in

providing assistance.

90. The RMU Individual Defendants aided and abetted RMU in connection

with its wrongful acts in connection with the Lease.

91. The Roosevelt Individual Defendants and Roosevelt knowingly and

substantially assisted in the violation of the Lease alleged in Count I; they are, therefore,

jointly and severally liable for all damages as aiders and abettors.

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 92. The RMU Individual Defendants knowingly and substantially assisted in the

violation of the Lease alleged in Count I; they are, therefore, jointly and severally liable for all
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damages as aiders and abettors.

93. RMU and Roosevelt committed wrongful acts, in making and receiving

fraudulent transfers in violation of the UFTA -- both in fact, and in law -- as alleged in Count III.

94. The Roosevelt Individual Defendants and Roosevelt knowingly and substantially

assisted in the making of the fraudulent transfers alleged in Count III; they are, therefore, jointly

and severally liable for all damages as aiders and abettors.

95. The RMU Individual Defendants and RMU knowingly and substantially assisted

in the making of the fraudulent transfers alleged in Count III; they are, therefore, jointly and

severally liable for all damages as aiders and abettors.

WHEREFORE, the Plaintiff, 401 S. STATE STREET OWNER, LLC seeks judgment

against Defendants MABLENE KRUEGER, MICHAEL P. VIOLLT, JOSEPH WRIGHT,

JANET VAN ZUIDEN, ALI R. MALEKZADEH, PATRICIA HARRIS, MELVIN L.

KATTEN, ROBERT MEDNICK, SUSAN T. BART, and BRUCE A. CROWN, jointly and

severally, as follows:

A. Lost past and future rent, calculated in accordance with Paragraph 1

12B of the Lease;

B. Pre-judgment interest, calculated in accordance with Paragraph 22

B of the Lease;

C. Reasonable attorney’s fees pursuant to Paragraph 12 D of the Lease;

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 D. The costs of bringing this action; and

E. For such other and further relief as this Court deems just and proper.
FILED DATE: 4/13/2020 4:52 PM 2020CH03825

Respectfully Submitted,

401 S. STATE STREET OWNER, LLC,

Plaintiff

By:
One of its attorneys

Ariel Weissberg, Esq.

Weissberg and Associates, Ltd.
401 S. LaSalle St., Suite 403
Chicago, Illinois 60605
T. 312-663-0004
Email: ariel@weissberglaw.com
Attorney No. 91781

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GROUP
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EXHIBIT 2
 WEISSBERG AND ASSOCIATES, LTD.

401 South LaSalle Telephone: 312/663-0004

FILED DATE: 4/13/2020 4:52 PM 2020CH03825

Suite 403 Facsimile: 312/663-1514

Chicago, Illinois 60605 E-Mail: ariel@weissberglaw.com

April 1, 2020

Via Hand Delivery

Robert Morris University Illinois

c/o Mablene Krueger, President
401 S. State Street
Chicago, IL 60605

Via Hand Delivery and Email

Joel Goldblatt, Esq. Email: goldblatt@wbs-law.com

221 N. LaSalle Street, Ste. 3700
Chicago, IL 60601

Re: 401 South State Street, Chicago, Illinois 60605;

Demand for Immediate Cure of Non-Payment of Rent

Dear Ms. Krueger and Mr. Goldblatt:

I am writing this Demand for Immediate Cure of Non-Payment of Rent

pursuant to the Lease dated November 8, 1996, as amended from time to time (“the Lease”),
between LaSalle National Trust, N.A., not personally but as Trustee under Trust Agreement
dated February 1, 1984, and known as Trust No. 106142 (“the Landlord”), and Robert Morris
College, Inc. k/n/a Robert Morris University Illinois, an Illinois not-for-profit corporation
(“Tenant”) on behalf of the Landlord. The Lease provides that monthly rent installments are due
on the 1st day of each calendar month. Tenant has not paid the rent installment for Aril, 2020 that
was due on April 1, 2020.

Section 12 A (1) of the Lease states, in relevant part:

Events of Default. Each of the following shall constitute an event of default

by Tenant under this Lease: (1) Tenant fails to pay any installment of Rent
when due and fails to cure such default within ten days after written notice to
Tenant. …

Page 1 of 2
 Robert Morris University Illinois
Joel Goldblatt, Esq.
April 2, 2020
FILED DATE: 4/13/2020 4:52 PM 2020CH03825

Page -2-

Pursuant to Section 12 A (1) of the Lease, demand is hereby made to cure this default
within ten (10) days. Failure to do so will result in Landlord declaring an event of default under
the Lease, and the Landlord will enforce its remedies pursuant to the Lease and as allowed by
Illinois law.

Yours Truly,

Ariel Weissberg,
for the Landlord

AW/hw

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