Professional Documents
Culture Documents
Philip G. Kircher, Esq. (pro hac to be filed) Attorneys for Defendants Victor Urban
Aaron Krauss, Esq. (16211991) Renewal, LLC, Victor Associates, LP, Victor
Thomas A. Leonard, Esq. (080142013) GP Corp., Dranoff Properties, Inc., and Carl
COZEN O’CONNOR E. Dranoff
457 Haddonfield Road, Suite 300
Cherry Hill, NJ 08002-2220
(856) 910-5000
(856) 910-5075 (fax)
PKircher@cozen.com
AKrauss@cozen.com
TLeonard@cozen.com
“boldness” of Carl Dranoff in seeking to revitalize The Victor Building. Aside from the famous
“Nipper” logo, the article read, “[l]ittle else about the building speaks of its former glory. It is a
lifeless skeleton, with peeling pillars, busted windows and stifling, dusty air hovering above its
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The article concluded by imploring then-Camden Mayor Gwendolyn Faison to “show the
courage to leave behind the defensive, parochial habits of past, failed administrations and
embrace state help to build a new Camden that looks like more like Mr. Dranoff’s vision than
At the time, no other major developer would touch Camden. The City was filled with
blight and featured an infamously corrupt government. Yet Dranoff took the risk that Camden
was on the cusp of rebirth and that its government officials would stand by their promises when
he invested considerable resources to revive The Victor Building into the thriving middle- and
Now, in what can only be described as a vindictive and malicious attack on Dranoff’s
character, Camden has fabricated a baseless lawsuit against him and several affiliates of his
organization, falsely accusing them of failing to support the very City that Dranoff went out on a
limb to help almost 18 years ago. Dranoff believes this vendetta has its origins in the opening of
the waterfront to other developers under state tax incentives, which made The Victor Building
and its skyline easements a target. Camden’s rush to file this lawsuit in this Court – when there
is another lawsuit pending in federal court involving the same contracts and transaction – is
proof positive that its motives are purely nefarious. If Camden was sincere in its purported belief
that its long-time champion had somehow failed to pay his fair share of taxes (which is an absurd
conclusion given all that Dranoff risked when he invested in Camden years ago, and given that
Dranoff is paying between six and fifteen times as much in taxes as those Johnny-Come-Latelies
who are building literally across the street) and was not actually pursuing a vendetta against
Dranoff, it would not have filed this lawsuit with the attendant manufactured publicity.
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false accusations validate the City’s critics. This lawsuit has inevitably sent a message to
potential future developers in the City that any promise made by the City’s government is
worthless and its officials are not above stabbing investors in the back. Unfortunately, Camden’s
Besides smearing a well-respected and dedicated developer’s good name and punishing
him despite all that he has done, Camden’s lawsuit has also served to waste the parties’ and the
Court’s time and resources. Camden’s claims should have been brought as counterclaims in the
federal lawsuit to avoid the pitfalls that a bedrock of New Jersey law, the entire controversy
doctrine, was designed to combat. The Court should therefore dismiss Camden’s Complaint so
that it can be refiled as a counterclaim in the previously-filed federal lawsuit, where Dranoff can
I. FACTUAL BACKGROUND
On August 21, 2002, Victor Urban Renewal and Camden entered into a Financial
Agreement. This Financial Agreement, which was attached to Camden’s Complaint as Exhibit
B, granted Victor Urban Renewal a tax exemption under the Long Term Tax Exemption Law,
N.J.S.A. § 40A:20-1 through 20, for the property known as The Victor Building. It also provides
that the tax exemption can be transferred to another qualified urban renewal association or
corporation and that “[i]f such transferee shall assume [Victor Urban Renewal]’s obligations
hereunder and shall otherwise qualify under all other applicable requirements of law, the City
Victor Urban Renewal contracted to transfer The Victor Building to Aimco One Market
Street Urban Renewal, LLC, which is a qualified urban renewal association or corporation.
Aimco’s purchase, however, was conditioned on the transfer of the Financial Agreement and the
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associated tax exemption to Aimco. Victor Urban Renewal and Aimco asked Camden to consent
to such a transfer.
However, Camden refused to do so. Instead, Camden needlessly required Victor Urban
Renewal to resubmit the request to transfer in a different way and form, refused to return phone
calls or emails, refused to set up meetings or engage in discussions with either Victor Urban
Renewal or Aimco, refused to place the transfer (which requires approval by the Camden City
Council) on the City Council’s agenda for any of its meetings, and demanded that Aimco present
its case for the transfer, despite the fact that Victor Urban Renewal has met every prerequisite in
the Financial Agreement for obtaining the transfer of the tax exemptions. Even though they have
no basis in the Financial Agreement, Victor Urban Renewal and Aimco have attempted to
Victor Urban Renewal therefore filed a complaint against the City of Camden and two of
its officials in federal court on June 20, 2018. See Victor Urban Renewal Group LLC et al. v.
City of Camden et al., United States District Court for the District of New Jersey, No. 1:18-cv-
10841-NLH-AMD. A copy of the complaint that Victor Urban Renewal filed in federal court is
attached as Exhibit A. The complaint alleged that the City had breached the Financial
Agreement and that the City and the two individual defendants violated Victor Urban Renewal’s
property rights. Camden – represented by the same law firm as in the present case – filed a
motion to dismiss the complaint on July 2, 2018. Victor Urban Renewal then filed an amended
complaint on July 20, 2018, which (among other things) added a claim by Dranoff Properties
against the Camden Redevelopment Agency for breaching a contract that gave Dranoff
Properties the option to purchase the Radio Lofts property referred to in Camden’s Complaint in
this Court. A copy of the amended complaint that Victor Urban Renewal and Dranoff Properties
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filed in federal court is attached as Exhibit B. Camden then filed another motion to dismiss,
which Victor Urban Renewal and Dranoff Properties opposed. This motion remains pending.
While the parties awaited the federal court’s decision on the motion, Victor attempted to
appease Camden yet again in a last-ditch effort to save the deal with Aimco. Victor sent Camden
financial documents that went above and beyond what the Financial Agreement required.
Camden has since taken those documents, distorted their numbers, and reached an unfathomable
conclusion that Victor owes Camden millions in taxes. Camden then brought the present action
alleging breaches of the same contracts and misconduct surrounding the same transaction that are
A. Standard of Review
Under Rule 4:6-2(e), a party may move the Court to dismiss a complaint for failure to
state a claim upon which relief can be granted. The Court “examine[s] the challenged pleadings
Washington, 456 N.J. Super. 197, 214, 192 A.3d 1052, 1061 (App. Div. 2018); see also
Teamsters Local 97 v. State, 434 N.J. Super. 393, 412, 84 A.3d 989 (App. Div. 2014). “A
pleading should be dismissed if it states no basis for relief and discovery would not provide one.”
Cona, 456 N.J. Super. at 214, 192 A.3d at 1061; see also Rezem Family Assocs., LP v. Borough
of Millstone, 423 N.J. Super. 103, 113, 30 A.3d 1061 (App. Div. 2011).
Camden is attempting to make an end-run around the federal lawsuit in violation of long-
standing New Jersey law. “The entire controversy doctrine embodies the principle that the
adjudication of a legal controversy should occur in one litigation in only one court; accordingly,
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all parties involved in a litigation should at the very least present in that proceeding all of their
claims and defenses that are related to the underlying controversy.” Adelman v. BSI Fin. Servs.,
Inc., 453 N.J. Super. 31, 39, 179 A.3d 431, 436 (App. Div. 2018) (citation omitted). “This tenet
encompasses virtually all causes, claims, and defenses relating to a controversy, including
counterclaims and cross-claims. It is not necessary that the claims share any commonality of
legal issues, as long as the distinct claims are aspects of a single larger controversy because they
arise from interrelated facts.” Manhattan Woods Golf Club, Inc. v. Arai, 312 N.J. Super. 573,
577, 711 A.2d 1367, 1369 (App. Div. 1998) (citations omitted). “The purposes of the doctrine
are to prevent piecemeal or fragmented litigation and to promote comprehensive and final
litigation and judicial efficiency.” Delacruz v. Alfieri, 447 N.J. Super. 1, 11, 145 A.3d 695, 700
(App. Div. 2015). This rule has been applied in New Jersey courts when there is a previously-
filed (and still pending) claim in federal court. See J-M Mfg. Co. v. Phillips & Cohen, LLP, 443
This case demonstrates why New Jersey courts have implemented and followed the entire
controversy doctrine for decades. Victor1 previously filed a lawsuit against Camden related to
the development of the Victor Building, the Financial Agreement executed between the parties,
and the option contract related to the Radio Lofts. Camden’s pursuit of claims against Victor in
this Court relate to that same development and those same contracts undermines the principles
behind the entire controversy doctrine: avoiding piecemeal litigation, promoting comprehensive
outcomes, and conserving judicial resources. See Delacruz, 447 N.J. Super. at 11, 145 A.3d at
700. If Camden’s Complaint is allowed to stand, it would lead to duplicative efforts by the
1
As discussed in subsection 2 below, Victor Associates, LP, Victor GP Corp., and Carl E. Dranoff should be treated
as one and the same as Victor Urban Renewal and Dranoff Properties for the purposes of this motion, even though
they are not parties to the federal litigation.
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employee had filed a qui-tam action against his former employer in federal court in
California. Instead of filing counterclaims in the federal case, the employer filed a separate
lawsuit in New Jersey state court against the ex-employee and his law firm. The trial court
dismissed the state action and the Appellate Division affirmed, holding that the two cases
involved the same underlying facts and the employer should have filed counterclaims in the
federal action against the ex-employee and added the law firm as a third-party defendant. “[T]o
allow the New Jersey action to proceed would result in ‘fragmented, multiple and duplicative
litigation’ that would not achieve fairness to the parties.” J-M Mfg., 443 N.J. Super. at 455, 129
A.3d at 347. Like the employer in J-M Manufacturing, Camden has every opportunity to assert
its claims against Victor in the federal litigation, even if that means potentially adding new
defendants. The Court should apply the Appellate Division’s holding in that case and dismiss
Camden’s Complaint.
Camden’s decision to name defendants in this action that are not parties to the federal
litigation (i.e. Victor Associates, Victor GP, and Dranoff) does not preclude the application of
the entire controversy doctrine. As Camden admits in its Complaint, Victor Associates is the
sole member of Victor Urban Renewal, and Victor GP is the general partner of Victor
Associates. See Complaint ¶¶ 7-8. Camden also admits that “Dranoff has an ownership interest
and management interest in Dranoff Properties and in Victor Urban Renewal, Victor Associates,
and Victor GP.” Complaint ¶ 10. Any recovery or liability by these defendants is derivative of
Victor Urban Renewal and Dranoff Properties. The entire controversy doctrine therefore applies
equally to the claims against these defendants. Accord J-M Mfg., 443 N.J. Super. at 457-58, 129
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A.3d at 348-49 (dismissing claim against the law firm, which was not a party to the previously-
filed federal litigation, because “[a]ny liability on [the law firm] is derivative of [the ex-
employee’s] liability” and “the complaint against [the law firm] arises out of the same
Finally, the entire controversy doctrine applies in this case even though Camden has
challenged Victor’s complaint in federal court on subject matter jurisdiction grounds. The
federal court has not ruled on Camden’s motion to dismiss, and this Court should not decide
whether the federal court has jurisdiction. See F.F. v. G.A.D.R., 331 N.J. Super. 23, 30, 750
A.2d 786, 790 (App. Div. 2000) (“Considerations of comity forbid interference with the
doing complete justice, unless there be a special equity.”); see also O’Loughlin v. O’Loughlin, 6
In fact, the entire controversy doctrine could become a nullity if a court refused to apply
it whenever there was a jurisdictional challenge in the previously-filed case. Subject matter
jurisdiction is a defense that is not waivable and can be raised at any time in litigation, whether
in federal court or New Jersey state court. See Kontrick v. Ryan, 540 U.S. 443, 455 (2004) (“A
litigant generally may raise a court’s lack of subject-matter jurisdiction at any time in the same
civil action, even initially at the highest appellate instance.”); N.J. Ct. R. 4:6-7 (“Whenever it
appears by suggestion of the parties or otherwise that the court lacks jurisdiction of the subject
matter, the court shall dismiss the matter . . . .”). A party could avoid the entire controversy
was all it took to avoid its application. This Court should therefore apply the entire controversy
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doctrine in this case even though Camden has raised a jurisdictional challenge in the federal
litigation.
III. CONCLUSION
Camden has apparently decided that it could no longer wait for the federal litigation to
move forward and chose to rush to this Court in violation of well-established New Jersey
practice. But the entire controversy doctrine prohibits this Court from considering Camden’s
Complaint because Victor filed a lawsuit involving the same contracts and transaction in federal
court almost six months ago. Camden should have waited to assert its claims in that action at the
appropriate time. Instead, it has wasted the parties and the Court’s time and resources through its