UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

FABRIZIO DELLA POLLA, 

 Plaintiff, 

 CASE NO. 

vs. 

ALEXANDER PALENCIA, 

 Defendant. 

____________________________________/ 

COMPLAINT 

Fabrizio Della Polla sues Alexander Palencia based on the following facts: 

1. When they first met, Alexander Palencia was an aquaculture feed vendor in Miami, and 

Mr. Della Polla owned and ran a major animal nutrition importation and distribution 

business in Venezuela. Mr. Della Polla started purchasing fish feed from Mr. Palencia, and 

these orders caused Mr. Palencia’s business to grow rapidly. Eventually, Mr. Palencia’s 

entire business was with Mr. Della Polla. 

2. As both businesses grew and became more dependent upon each other, Mr. Della Polla 

invited Mr. Palencia to join him as a partner in the animal food business. First, Mr. Della 

Polla agreed to purchase all of his fish feed from Mr. Palencia, and eventually, Mr. Della 

Polla decided to create a logistics base in the United States to serve his business in 

Venezuela. Because Mr. Della Polla provided the financing and brought all of the 

customers to the business, Mr. Della Polla and Mr. Palencia agreed that Mr. Della Polla 

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 1 of 50
would own 80% of any businesses they created, and Mr. Palencia would own 20% of the 

businesses. 

3. After the businesses became extremely profitable, Mr. Palencia suggested the two men use 

some of the profits to invest in a real estate development project in Brooklyn, New York. 

After making an arrangement with a real estate development company called Property 

Markets Group (“PMG”), Mr. Palencia and Mr. Della Polla decided to purchase several 

parcels of land in an upcoming area near the Gowanus Canal, rezone the properties, build 

residences on the properties, and rent or sell the homes. As with the other businesses, Mr. 

Della Polla was providing the bulk of the financing, so the two men agreed Mr. Della Polla 

would own 80% of the investment and be entitled to his proportionate share of any profits. 

4. At the time, Mr. Della Polla did not realize Mr. Palencia never intended to honor his 

promise to make Mr. Della Polla a partner. Rather, even though Mr. Palencia took money 

from their companies to fund the investment, and even though he told Mr. Della Polla he 

would include him in the ownership structure, Mr. Palencia ultimately structured the 

ownership entities so they did not include Mr. Della Polla. 

5. In the meantime, to keep Mr. Della Polla at bay, Mr. Palencia provided repeated oral and 

email updates about the project, repeated assurances that Mr. Della Polla was a partner, and 

repeated assurances that the investment would benefit both men. 

6. By all accounts, the investment has paid off handsomely, but Mr. Della Polla has received 

nothing. 

7. After a period of time, Mr. Palencia refused to answer Mr. Della Polla’s questions about the 

investment including among other things: how the investment was structured, how much 

2

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 2 of 50
money he and Mr. Palencia invested, whether other individuals or entities invested, how 

much money was returned to investors, whether there was a profit, and the current state of 

the investment and the project. 

8. After being repeatedly ignored, Mr. Della Polla retained a lawyer to contact Mr. Palencia 

and to demand an accounting of the investment and access to the relevant books and 

records of the partnership. 

9. In response to this request, Mr. Palencia’s lawyers wrote back and said: “[Mr.] Della Polla 

is not a partner in any of Alexander Palencia's real estate ventures in New York or 

elsewhere... .” They added that: “To be clear, Mr. Della Polla did not invest any funds in 

the “Carroll Street project and other projects... .” 

10. Mr. Palencia’s contemporaneous emails and promises completely contradict his lawyers’ 

assertion. 

11. In light of this letter from Mr. Palencia’s lawyers, it is now clear that Mr. Palencia has 

defrauded Della Polla and breached his fiduciary duties as a partner. Consequently, Mr. 

Della Polla is bringing this lawsuit to regain what is rightfully his. 

Parties, Jurisdiction, and Venue 

12. Fabrizio Della Polla is resident of Italy. 

13. Alexander Palencia is a resident of Miami, Florida. 

14. This Court has subject jurisdiction over this claim because Mr. Della Polla is a resident of 

Italy and Mr. Palencia is a resident of Miami-Dade County, Florida (i.e., the parties are 

from different states), and the amount in controversy exceeds $75,000.00 exclusive of 

interest and costs. 

3

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 3 of 50
15. Venue is proper in this court because Mr. Palencia resides in this judicial district, and 

because a substantial part of the events or omissions giving rise to the claim occurred in 

this judicial district. 

Mr. Della Polla and Mr. Palencia Meet and 

Go Into Business Together 

16. Mr. Della Polla was a successful entrepreneur in Venezuela who concentrated his efforts on 

sourcing and importing animal nutrition products. Mr. Della Polla started his business 

Servinaca (Servicios de Nutricion Animal, C.A.), in 2004. One the years, the business 

grew to be large and profitable. 

17. Prior to 2010, Mr. Della Polla met Mr. Palencia who ran a small aquaculture feed business 

in Miami, Florida. Initially, Mr. Palencia sold relatively small amounts of fish feed to Mr. 

Della Polla. Over time, the relationship grew and allowed Mr. Palencia’s business to get 

larger and more profitable. Ultimately, Mr. Palencia devoted his entire business to 

supplying Mr. Della Polla, and Mr. Palencia derived significant profits from this 

arrangement. 

18. As a result of this growing business relationship, Mr. Della Polla began to think of Mr. 

Palencia not only as a business source, but also as a trusted friend. 

19. During this period, the Venezuelan Bolivar became increasingly difficult to use for trade 

because of political instability, price controls, and currency controls. This situation placed 

considerable pressure on Mr. Della Polla’s business because he was purchasing animal feed 

with U.S. Dollars, but selling the feed for Venezuelan Bolivars. Mr. Palencia convinced 

4

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 4 of 50
Mr. Della Polla that Mr. Palencia was an expert in foreign exchange and that Mr. Palencia 

could handle U.S. Dollar- Bolivar transactions legally and efficiently. 

20. In addition, the instability in Venezuela made it harder for Mr. Della Polla to source 

products, to pay for the products, and to store products in Venezuela. Consequently, Mr. 

Della Polla decided he needed a logistics center in the United States to service his business 

in Venezuela. 

21. To address this situation, Mr. Della Polla invited Mr. Palencia to become a partner in a 

series of businesses. Through these arrangements, Mr. Palencia and Mr. Della Polla would 

have access to dollars, animal feed, and storage facilities in the United States, and to 

reliable markets in Venezuela for their products. Further, the men could take their profits 

in U.S. Dollars which was far more secure than holding Venezuelan Bolivars. Mr. Della 

Polla was in charge of the clients and sales, and Mr. Palencia was in charge of the financial 

aspects of the business. 

22. Mr. Della Polla was delighted to go into business with a person he believed he could trust, 

with purported expertise, and with access to U.S. food sources and dollars. In time, the 

business grew even larger and more profitable. 

23. To reflect the fact that Mr. Della Polla provided the original capital for the businesses and 

was actually responsible for all of the sales, Mr. Della Polla and Mr. Palencia agreed to 

split the ownership and profits 80% for Mr. Della Polla and 20% for Mr. Palencia. 

24. Partly because Mr. Palencia was in Florida and had daily access to the U.S. banks, and 

partly because Mr. Palencia professed to have financial knowledge and professionalism, 

5

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 5 of 50
but mostly because Mr. Della Polla had great faith and trust in Mr. Palencia, Mr. Della 

Polla allowed Mr. Palencia to control all of the finances for the businesses. 

25. What Mr. Della Polla did not know until much later was that Mr. Palencia was engaged in 

fraud. Although the two men had agreed to be 80/20 partners in all of the food businesses, 

Mr. Palencia formed companies without documenting Mr. Della Polla’s actual interest. In 

this way, Mr. Palencia set the stage for taking Mr. Della Polla’s share of the profits without 

permission. In addition, Mr. Palencia would simply take more than his 20% of the profits. 

26. Notwithstanding Mr. Palencia’s fraud, Mr. Della Polla was able to increase massively sales 

in Venezuela, the businesses grew tremendously, profits soared, and the U.S. Dollars 

collected in the U.S. Bank accounts that Mr. Palencia had set up. 

Mr. Della Polla and Mr. Palencia Decide to 

Invest Their Profits In Real Estate 

27. Prior to 2012, Mr. Palencia identified a real estate investment in Brooklyn, New York. 

28. At the time, there were plans to clean and revitalize the Gowanus Canal (which was 

extremely polluted with industrial waste), and the land along the canal drew interest from 

residential developers. 

29. Through the help of PMG, Mr. Palencia identified an investment in properties along the 

Gowanus Canal (on Carroll Street and on Nevins Street and on Third Street). The original 

idea was to purchase the properties to create an assemblage, convert the zoning for the 

properties from in dustrial to residential, build residences, and rent the residences. In his 

description of the investment, Mr. Palencia explained: “The project includes the rezoning 

of these lots, the application for tax abatements and the construction of approximately 400 

6

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 6 of 50
rental units.” The investment description indicates that three companies would be 

spearheading the project: Blackforest Real Estate Advisors, LLC (Mr. Palencia’s firm); 

InverMex Advisors, LLC; and Property Markets Group. A copy of the Investment 

Description is attached as Exhibit 1. 

30. In 2012, Mr. Palencia suggested to Mr. Della Polla that the two men use the profits from 

their feed business to invest in the effort to purchase, rezone, develop, and rent the 

resulting residential apartments (the “Brooklyn Real Estate Deal”). Mr. Della Polla agreed, 

and the men decided to pursue the Brooklyn Real Estate Deal (initially through Blackforest 

Real Estate Advisors, LLC, and subsequently through any other entities necessary and 

appropriate to further the development and the investment. 

31. On April 21, 2012, Mr. Palencia sent an email to Mr. Della Polla to summarize the business 

terms of the Brooklyn Real Estate Deal. By repeatedly using the word “we” to describe the 

investment, Mr. Palencia unequivocally expressed the fact that the two men were investing 

jointly as partners. 

32. According to Mr. Palencia, the Land was worth $10 million, the bank would be providing a 

$4.5 million loan, Mr. Palencia and Mr. Della Polla would invest $4.4 million, and PMG 

would invest $1.1 million (we put in 4,400,000) (emphasis added). Mr. Palencia 

predicted: “In 36 to 48 months we can sell the project (without building) for approximately 

$18.9 million.” He added: “If we build it, we need to raise an additional 47,500,000.00

for the construction in addition to the 10MM of the land (there is already a bank ready to 

give the financing) The final cost of the project is around 57,500,000.00 and the sale price 

7

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 7 of 50
around $110,000,000.00 based on a price of $750 / ft in today’s market. This is the big 

leagues dad. (emphasis added)” A translation of the full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: April 21, 2012 00:32:06 GMT + 2 

To: Fabrizio Dellapolla <fdp.servinaca@gmail.com> 

Subject: 420-430 Carroll 

Fabrizio, 

To summarize the business of Gowanus (Brooklyn) 

Land is worth: $ 10,000,000.00 

Bank finances 4,500,000.00 

We put 4,400,000.00 

Partners (PMG) puts 1,100,000.00 

In 36 to 48 months we can sell the project (without building) for approximately 

$18,900,000.00. 

If we build it, we need to raise an additional 47,500,000.00 for the construction in 

addition to the 10MM of the land (there is already a bank ready to give the 

financing) 

The final cost of the project is around 57,500,000.00 and the sale price around 

$110,000,000.00 based on a price of $ 750 / ft in today's market. 

This is the big leagues dad. 

Alexander Palencia 

apalencia@yahoo.com 

T: + 1-305-595-4619 

F: + 1-305-468-6439 

M: + 1-305-726-4444 

Skype: divendi 

A copy of the email is attached as Exhibit 2. 

33. Starting in May 2012, Mr. Palencia caused Agromix (a company owned 80% by Mr. Della 

Polla and 20% by Mr. Palencia) to make a series of payments to fund at least part of the 

men’s joint investment in the Brooklyn Real Estate Deal. 

34. On May 1, 2012, Mr. Palencia caused a transfer to be made from the Bank of America 

Account of Agromix in the amount of $5,000.00 to a New York real estate attorney, Sandor 

8

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 8 of 50
Kraus. Mr. Palencia retained Mr. Kraus to provide legal assistance with the Brooklyn Real 

Estate Deal. The ledger which reflects the transfer notes the payment as a joint payment 

from Mr. Palencia and Mr. Della Polla as “legal retainer/ Brooklyn Deal.” A copy of the 

ledger is attached as Exhibit 3. 

35. On May 22, 2012, Mr. Palencia sent an email to Mr. Della Polla to introduce Mr. Della 

Polla to PMG, “our partners in the Brooklyn project.” Again, the use of the word “our” 

unequivocally expressed the fact that the two men were investing jointly as partners. The 

email included links to websites which described PGM and their investment portfolio. A 

translation of the full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: May 22, 2012 13:53:48 GMT + 2 

To: Fabrizio Dellapolla <fdp.servinaca@gmail.com> 

Subject: Propery + Markets + Group 

Fabrizio, 

These are our partners in the Brooklyn project 

http://propertymg.com/ 

In this link is the portfolio of what they have done: 

http://propertymg.com/portfolio/?preselect=current# 

Slds 

A copy of the email is attached as Exhibit 4 (emphasis added). 

36. On May 15, 2012, Mr. Palencia caused a second transfer to be made from the Bank of 

America Account of Agromix in the amount of $375,000.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Brooklyn Deal 420-430 Carroll Street (Gowanus).” Exhibit 3. 

37. On May 24, 2012, Mr. Palencia caused a third transfer to be made from the Bank of 

America Account of Agromix in the amount of $80,000.00. The ledger which reflects the 

9

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 9 of 50
transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Carroll Street Holdings, LLC (Rezoning Deposit).” Exhibit 3. 

38. On June 13 2012, Mr. Palencia caused a fourth transfer to be made from the Bank of 

America Account of Agromix in the amount of $5,025.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Sandor Kraus Legal Retainer/ Brooklyn Deal.” Exhibit 3. 

39. On June 13 2012, Mr. Palencia caused a fifth transfer to be made from the Bank of 

America Account of Agromix in the amount of $21,000.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Brooklyn Advisory Services.” Exhibit 3. 

40. On June 13 2012, Mr. Palencia caused a sixth transfer to be made from the Bank of 

America Account of Agromix in the amount of $21,000.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Brooklyn Travel Expenses.” Exhibit 3. 

41. After making these payments, Mr. Palencia formed the entity that would actually 

participate in the Brooklyn Real Estate Deal, Blackforest Real Estate Advisors, LLC. 

Specifically, on June 19, 2012, Mr. Palencia created Blackforest Real Estate Advisors, 

LLC, as a Florida limited liability company with an address at a post office box. Mr. 

Palencia and Nadyimir Alessio were the original managers of the company, and Mr. 

Palencia was the original registered agent. 

42. On June 29, 2012, Mr. Palencia caused a seventh transfer to be made from the Bank of 

America Account of Agromix in the amount of $410,000.00. The ledger which reflects the 

10

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 10 of 50
transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Brooklyn Deal Nevis Street Down Payment.” Exhibit 3. 

43. On July 9, 2012, Mr. Palencia sent an email to Mr. Binaggia and Mr. Della Polla with an 

appraisal for the 420 and 430 Carroll Street parcels. Mr. Palencia explained that the 

appraisal confirmed that they were buying the properties for the same price as another 

appraisal they received— $9 million. He also noted that once the properties were rezoned, 

they would be worth $25 million. Mr. Palencia wrote: “We are on the good way.” Again, 

by using the word we, Mr. Palencia unequivocally expressed the fact that he and Mr. Della 

Polla were investing jointly as partners. 

To: Pedro Binaggia [pedrobinaggia@gmail.com]; Fabrizio Dellapolla 

[fdp.servinaca@gmail.com] 

From: Alexander Palencia [apalencia@yahoo.com] 

Sent: Fri 7/9/2012 2:48:08 PM (UTC) 

Subject: FW: Carroll 

420-430 Carroll Street Appraisal 7-25-2012.pdf 

Attached is a copy of the 420-430 Carroll Street appraisal. There are two 

interesting points, first that the price of USD 9MM that we are paying is the same 

value for which the property was appraised by the company that we hired. And 

the second point is that once re-zoned the company estimated the price in USD 

25MM. 

We are on the good way!! 

Alexander Palencia 

apalencia@yahoo.com 

T: + 1-305-595-4619 

F: + 1-305-468-6439 

M: + 1-305-726-4444 

Skype: divendi 

From: Richard Lam [mailto: rlam@propertymg.com] 

Sent: Friday, September 07, 2012 3:14 AM 

To: Alexander Palencia (apalencia@yahoo.com) 

Cc: Peter Moore (pmaarch@gmail.com); Kevin Maloney 

Subject: FW: Carroll 

Here it is 

11

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 11 of 50
A copy of the email is attached as Exhibit 5 (emphasis added). 

44. On July 10, 2012, Mr. Palencia caused an eighth transfer to be made from the Bank of 

America Account of Agromix in the amount of $200,000.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Brooklyn Deal 420-430 Carroll Street (Gowanus).” Exhibit 3. 

45. With the money flowing, Mr. Palencia shared with Mr. Della Polla financial information 

about the Brooklyn Real Estate Deal. 

46. On July 26, 2012, Mr. Palencia forwarded Mr. Della Polla an email with a spread sheet 

attached. Mr. Palencia received the spreadsheet from Richard Lam, a partner at PMG. 

According to Mr. Lam, the spreadsheet described two projects in Brooklyn: “projected cash 

outlays are [sic] on a monthly basis. The spreadsheet indicates the projects would require 

$14 million of funding from May through December 2012. A translation of the full email 

follows: 

From: apalencia@yahoo.com

Date: July 26, 2012, 16:38:51 GMT+2 

To: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Fw: Carroll and Nevins 

Answer to: apalencia@yahoo.com

Sent via BlackBerry from T-Mobile 

From: Richard Lam <rlam@propertymg.com> 

Date: Thu, 26 Jul 2012 14:03:41 +0000 

To: Alexander Palencia (apalencia@yahoo.com)<apalencia@yahoo.com>; Kevin 

Maloney<kmaloney@propertyMG.com>; Peter Moore 

(pmaarch@gmail.com)<pmaarch@gmail.com> 

Subject: Carroll and Nevins 

12

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 12 of 50
I have attached for both projects (separate and combined) the projected cash 

outlays are on a monthly basis. 

A copy of the email and the spreadsheet is attached as Exhibit 6. 

47. Several hours later on July 26, 2012, Mr Palencia sent an email to Mr. Della Polla with the 

wiring instructions for payments to the Brooklyn Real Estate Deal. 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: July 26, 2012 23:43:06 GMT + 2 

To: Fabrizio Dellapolla <fdp.servinaca@gmail.com> 

Cc: Fabrizio Dellapolla <fdp.servinaca@gmail.com> 

Subject: Brooklyn Wire Transfer Information 

Fabrizio 

Instructions for transferring funds for the Brooklyn project are: 

 Wire Transfer Information 

 Beneficiary Bank Bank of America NA 

 11205 South Dixie Highway 

 Miami, FL 33157 - USA 

 Beneficiary: Blackforest Real Estate Advisors LLC 

 6619 South Dixie Highway 

 PMB 378 

 Miami, FL 33143 

 SWIFT BOFAUS3N 

 ABA No. 26009593 

 Account No.: 229043554747 

 Ref.: Brooklyn Carroll Street Development 

 

Alexander Palencia 

apalencia@yahoo.com

T: +1-305-595-4619 

F: +1-305-468-6439 

M: +1-305-726-4444 

Skype: divendi 

A copy of the email is attached as Exhibit 7. 

48. Around this time, Mr. Della Polla asked his long time Venezuelan lawyer, Pedro Binaggia, 

to act as his counsel for the deal. For this reason, Mr. Della Polla asked Mr. Palencia to 

13

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 13 of 50
send all details of the investment to Mr. Binaggia for review with a copy to Mr. Della Polla. 

Ultimately, Mr. Della Polla and Mr. Palencia invited Mr. Binaggia to become a partner in 

the Brooklyn Real Estate Deal, and he accepted. 

49. On July 27, 2012, Mr. Palencia sent four emails to Mr. Binaggia and he copied Mr. Della 

Polla on each one. 

50. In the first email, Mr. Palencia sent Mr. Binaggia and Mr. Della Polla contained an email 

with an attached investment presentation regarding the Brooklyn Real Estate Deal. The 

presentation provided a three page description of the project. In particular, the presentation 

identified Blackforest Real Estate Advisors as the co-sponsor, explained the basic 

investment strategy, identified the key members of the team, and set forth basic financial 

information. A translation of the full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: July 27, 2012 13:37:24 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Executive Summary / Brooklyn 

Pedro, 

Attached a summary of the presentation, the most relevant aspects were condensed into 

three pages. 

Regards 

Alex 

A copy of the email is attached as Exhibit 8. 

51. In the second email, Mr. Palencia sent to Mr. Binaggia and Mr. Della Polla contained an 

email with a spreadsheet attached. Mr. Palencia explained that the spreadsheet outlined the 

capital requirements for the Brooklyn Real Estate Deal as of July 28, 2012. According to 

this spreadsheet, Blackforest Real Estate Advisors and Property Market Group would 

14

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 14 of 50
purchase the Nevins and Carroll properties for $14 million with Blackforest having an 80% 

interest in the project and PMG having a 20% interest. A translation of the full email 

follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: July 27, 2012 13:52:40 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Capital Requirements as of 07.27.2012 

Attached is a table of capital requirements, updated on 07.28.2012 

A copy of the email is attached as Exhibit 9. 

52. In the third email, Mr. Palencia sent a message with another spreadsheet attached. This 

email explained the spreadsheet identified the added value at each step of the development. 

According to the spreadsheet, the original total purchase price of the properties was $25 

million. After rezoning, the property would be valued at over $50 million, and the 

projected sales proceeds would be $276 million. A translation of the full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: July 27, 2012, 14:00:13 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: value added calculation 

Pedro, 

attached in excel is the detail that was used to calculate the added value to the 

project in each of the steps. 

The graph of the presentation originated from this table. 

alex 

A copy of the email is attached as Exhibit 10. 

53. In the fourth email, Mr. Palencia sent a message with an attachment that provided an 

investment summary for three investments at the development level and the holding 

15

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 15 of 50
company level: Carroll Street, Kevin Street, and C&N Street. According to this summary, 

Blackforest invested a total of more than $12 million in each project at the development 

level, Carroll Street Development invested $4.4 million in Carroll Street Holding, and 

PMG invested $2.8 million in the 3 projects at the holding company level. A translation of 

the full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: July 27, 2012 14:16:08 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Final calculation of profitability 

I’ll call later to discuss it, 

sdls 

A copy of the email is attached as Exhibit 11. 

54. On July 31, 2012, Carroll Street Holdings, LLC executed a Sale Contract for the properties 

located at 420 and 430 Carroll Street in Brooklyn. Though this contract, Carroll Street 

Holdings, LLC agreed to pay $9,000,000.00 for the properties with a $450,000.00 deposit 

due upon signing the contract. See Exhibit 12. 

55. Mr. Palencia’s and Mr. Della Polla’s ownership interest in the deal derived from their 

ownership in Blackforest Real Estate Advisors, LLC. Specifically, Mr. Della Polla owned 

80% of Blackforest Real Estate Advisors, LLC and Mr. Palencia owned 20% of 

Blackforest Real Estate Advisors, LLC. Blackforest Real Estate Advisors, LLC owned 

100% of a company called Carroll Street Development, LLC, a New York limited liability 

company. Carroll Street Development, LLC owned 80% of Carroll Street Holdings, LLC, 

16

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 16 of 50
a New York limited liability company, and Carroll Street Holdings, LLC owned 100% of 

the two properties. See Exhibit 12. The following chart shows the ownership: 

Palencia (20%); and 

Della Polla (80%) 

⇩

Blackforest Real Estate Advisors, LLC (100%) 

⇩

Carroll Street Development, LLC (80%); 

⇩

Carroll Street Holdings (100%) 

⇩

420 and 430 Carroll Street Parcels 

56. On August 1, 2012, Mr. Della Polla sent two emails to Mr. Binaggia with a copy to Mr. 

Della Polla regarding the closing of the transaction for 420 and 430 Carroll Street. 

57. In the first email, Mr. Palencia introduced Mr. Kraus and provided wire instructions for 

funding the transactions. The translated email follows: 

To: Pedro Binaggia [pedrobinaggia@gmail.com] 

Cc: Fabrizio Dellapolla [fdp.servinaca@gmail.com] 

From: Alexander Palencia [apalencia@yahoo.com] 

Sent: Wed 1/8/2012 1:01:04 PM (UTC) 

Subject: Scrow Account 

Domestic Wiring Instructions Hudson Valley.doc 

Good morning Pedro, 

Sandor Krauss is the attorney that represents us in NY for all transactions, 

he specializes in real estate. With Sandor we have already made several 

purchase and sale and rental transactions; he will be the escrow agent for 

the closing of the trade at 420-430 Carroll Street and very probably for 

Nevins in December. 

Below are the coordinates to fund the account. The final and exact 

amounts do not yet have them at this time, I remain pending have them at 

the end of the day or first thing tomorrow. 

Regards 

Alex 

Alexander Palencia 

apalencia@yahoo.com 

17

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 17 of 50
T: + 1-305-595-4619 

F: + 1-305-468-6439 

M: + 1-305-726-4444 

Skype: divendi 

From: Sandor Krauss [mailto: Sandor@krausslegal.com] 

Sent: Tuesday, July 31, 2012 10:31 AM 

To: 'Alexander Palencia' 

Subject: RE: Scrow Account 

Sandor D. Krauss, Esq 

1040 Avenue of the Americas, Suite 1101 

New York, NY 10018 

Tel: 212.764.3377 

Fax: 212.656.1543 

From: Alexander Palencia [mailto: apalencia@yahoo.com] 

Sent: Tuesday, July 31, 2012 10:29 AM 

To: Sandor Krauss 

Subject: Scrow Account 

Hi Sandy, 

I will start funding of scrow account for closing on Carroll. Please send 

me wire instructions. 

Regards 

Alex 

Alexander Palencia 

apalencia@yahoo.com 

T: + 1-305-595-4619 

F: + 1-305-468-6439 

M: + 1-305-726-4444 

Skype: divendi 

A copy of the email is attached as Exhibit 13. 

58. In the second email, Mr. Della Polla sent the documents related to the closing for the 420 

and 430 Carroll Street transaction. He noted that these documents did not relate to the 

Nevins Street property transaction which would close in December 2012. Mr. Palencia 

further explained that their lawyer in New York was willing to accept into his escrow 

account funds from the investors for the purchase. Once again, Mr. Palencia explained that 

18

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 18 of 50
the attorney in NY was representing “us” to reflect the fact that Mr. Paencia and Mr. Della 

Polla were partners. The translated email says: 

Cc: Fabrizio Della Polla [fdp.servinaca@gmail.com] 

To: Pedro Binaggia [pedrobinaggia@gmail.com] 

From: Alexander Palencia [apalencia@yahoo.com] 

Sent: Wed 1/8/2012 1:26:11 AM (UTC) 

Subject: Carroll Street Legal Docs Portfolio 

Project Brooklyn Legal Document Portfolio.pdf 

Untitled attachment 06732.txt 

Hello Pedro, 

Attached I send you a PDF file with a copy of all the legal documents related to 

the purchase of 420 and 430 Carroll Street that we will close on August 13 or 14, 

these documents do not include the purchase of Nevins Street that we will close 

in early December. These documents reflect land costs, and do not include 

closing costs, tax (doc stamps), etc. I will send you a breakdown of the final 

amounts in the coming days. 

I spoke to the attorney representing us in NY, and he indicated that there is 

no problem in receiving funds from investors directly in the 'escrow account' 

Please take a look at the documents and we'll have a chat tomorrow morning. 

Regards 

Alex 

Alexander Palencia 

apalencia@yahoo.com 

+ 1-305-726-4444 

A copy of this Email is attached as Exhibit 14. 

59. On August 10, 2012, Mr. Palencia caused a ninth transfer to be made from the Bank of 

America Account of Agromix in the amount of $1,000,000.00. The ledger which reflects 

the transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“420-430 Carroll Street Closing.” Exhibit 3. 

60. On August 10, 2012, Mr. Palencia forwarded to Mr. Binaggia and Mr. Della Polla an email 

that he received from a lawyer in Mr. Kraus’s office in New York, Rachel Isaacson. Ms. 

Isaacson reported that Mr. Kraus’ firm had received $3,000,000.00 from Mirabella Ocean 

19

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 19 of 50
Corp., a Panamanian company, to be held in Escrow for the Brooklyn Real Estate Deal. 

The full email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: August 10, 2012, 16:36:54 GMT+2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Asunto: Fwd: Escrow Account Funding USD 3,000,000.00 

Begin forwarded message: 

From: Rachel Isaacson <rachel@krausslegal.com> 

Subject: RE: Escrow Account Funding 

Date: August 10, 2012 10:21:53 AM EDT 

To: Alexander Palencia <apalencia@yahoo.com>, Sandor Krauss 

<Sandor@krausslegal.com> 

Dear Alex, 

 

On August, 8th we received a wire totaling $3,000,000 from Mirabelle Ocean 

Corp. Attached is the confirmation of receipt from our bank. Please let me know 

if you need anything further. Thank you. 

Best regards, 

Rachel Isaacson, Esq. 

The Law Offices of Sandor D. Krauss, P.C. 

1040 Avenue of the Americas 

Suite 1101 

New York, New York 10018 

Tel: 212.764.3377 

Fax: 212.656.1543 

A copy of the email is attached as Exhibit 15. 

61. On September 7, 2012, Mr. Palencia caused a tenth transfer to be made from the Bank of 

America Account of Agromix in the amount of $600,000.00. The ledger which reflects the 

transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Nevins Street Brooklyn 2nd Deposit.” Exhibit 3. 

20

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 20 of 50
62. On September 8, 2012, Mr. Palencia sent Mr. Binaggia and Mr. Della Polla an internet link 

to the legal documents relating to the purchase of 420 and 430 Carroll Street in Brooklyn. 

A copy of this email is attached as Exhibit 16. 

63. On September 14, 2012, Carroll Street Holdings purchased for $9 million the property 

located at 420 and 430 Carroll Street in Brooklyn. A copy of the deed is attached as 

Exhibit 17. In connection with this purchase, Carroll Holdings borrowed $3 million from 

The Berkshire Bank, and granted the Berkshire bank a $3 million mortgage against the 

property located at 420 and 430 Carroll Street in Brooklyn. A copy of the mortgage is 

attached as Exhibit 18. 

64. On October 11, 2012, Mr. Palencia received sketches of development concepts for the 

Nevins and Carroll Street properties from Richard Lam at PGM. On October 12, 2012, Mr. 

Palencia forwarded these sketches to Mr. Della Polla to keep Mr. Della Polla apprised of 

the investment. A copy of this email is attached as Exhibit 19. 

65. As of December 6, 2012 Nevins Street Holding Company, LLC purchased for $14 million 

the property located at 300-344 Nevins Street in Brooklyn New York (which is adjacent to 

the 420-430 Carroll Street property). In connection with this purchase, Nevins Street 

Holding Company, LLC borrowed $7 million from the seller, Joyce A. Kjellgren and gave 

her a mortgage against the property for that amount. A copy of the Deed and Mortgage is 

attached as Exhibit 20.

66. On January 15, 2013, Mr. Palencia caused an eleventh transfer to be made from the Bank 

of America Account of Agromix in the amount of $112,500.00. The ledger which reflects 

21

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 21 of 50
the transfer notes the payment as a joint payment from Mr. Palencia and Mr. Della Polla for 

“Registro Taxes NYC.” Exhibit 3. 

67. On February 16, 2013, Mr. Palencia sent an email to Mr. Della Polla. In this email, Mr. 

Palencia reaffirmed the business partnership between the men and how pleased he was to 

associate with Mr. Della Polla. Mr. Palencia wrote: 

Dear and highly esteemed Partner, 

Throughout my life I have had the habit of summarizing in writing on 

the flight back home and together with a couple of glasses of evil came the 

achievements of the trip. On occasions they have been successful and on 

others they have not. But I have learned from everything, I have fond 

memories of all (or at least anecdotes so that in some future I can tell my 

daughters or grandchildren when you have them, or the children of those 

who accompanied me on this journey), I have analyzed where we have 

been one step ahead of the rest and where I screwed up. 

Of all the work trips that I have made since we started our business 

association, in this journey together that only God rules to where it will 

take us and where it ends; this time I will allow myself to write you a 

word. 

I am very surprised of the achievements, I am very surprised (not of 

your intelligence, because I know that you have plenty) of the ability to 

have turned an idea into a tangible event, into a fact. 

Without wishing to sound like I’m writing as a fagots, friendship and 

trust allow me to congratulate you. Partner, take care, think, listen, 

analyze and then execute; you are destined for great things. Your future is 

bright, take care of it. I will have a whiskey tomorrow in your name, I am 

proud of what you have achieved in this universe of uncertainties and 

risks, I am happy to be part of that achievement and to have been able to 

contribute a grain of sand !!! Auguri 

This is in writing, because if we talked about it while drinking we 

would probably look like two fagots and that looks ugly at this age. 

A big hug, from the real ones. One thing from one friend to another, if 

you ever consider that our business association does not work, you tell me 

straight ahead and looking into my eyes that I will appreciate it. I would 

never forgive, nor would I forgive myself for sacrificing our friendship for 

a ticket. Because believe me the reals come and go, but the friends to trust 

and count are few and I consider you one of those. 

22

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 22 of 50
You are loved and esteemed. We will celebrate this one day watching 

the sunset together with our families, children in Sicily, write it !!! 

A copy of the email is attached as Exhibit 21. 

68. Mr. Palencia was obviously pleased with the partnership because he had used the men’s 

money for a growing assemblage of property. 

69. On May 29, 2013, Mr. Palencia sent an email to Mr. Binaggia and Mr. Della Polla to report 

on plans to rearrange the ownership structure of the Brooklyn Real Estate Deal to 

accommodate the growing project. Mr. Palencia attached a proposed corporate structure 

for the Brooklyn Real Estate Deal which had now expanded to include a project on Nevins 

Street and a project on Third Street. According to the proposed structure, the Nevins Street 

Development was to be owned by a new Blackforest entity (Blackforest Nevins Street), 

and the Third Street Development would be owned by another new Blackforest entity 

(Blackforest Third Street). Foreign trusts would own all of the Blackforest entities. As a 

result, Mr. Palencia attached a form for a model New Zealand Trust and an explanation of 

certain trust fees and expenses for various countries so Mr. Binaggia and Mr. Della Polla 

could evaluate their investment. A copy of the translated email is below: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: May 29, 2013 22:20:52 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Fwd: Trust Deed / AMSTERDAM TRUST COMPANY 

Pedro 

- Attached is a proposed structure for Brooklyn. 

- NZ trust model 

- Amsterdan Trust fees 

Alex 

Alexander Palencia 

apalencia@yahoo.com 

23

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 23 of 50
+ 1-305-726-4444 

A copy of the email is attached as Exhibit 22. 

70. On June 11, 2013, Mr. Palencia sent three emails to Mr. Binaggia and Mr. Della Polla. 

71. In the first email, Mr. Palencia provided a PowerPoint presentation. Mr. Palencia 

explained the presentation provided recommendations from an accountant and a lawyer for 

restructuring the Brooklyn Real Estate Deal so that it was more tax efficient, more 

confidential, and easier to transfer. Although the two proposals in the presentation varied, 

3 Blackforest entities would be the sponsors of the Brooklyn Real Estate Deal and the 

ultimate profits would flow to a foreign trust or foreign partnership. A copy of the 

translated email is below: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: June 11, 2013 02:11:36 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com>, Fabrizio Della Polla 

<fdp.servinaca@gmail.com> 

Subject: Investment Structure 

Hello Pedro 

Based on what we discussed, attached a presentation of how it is more efficient to structure 

the project in Brooklyn, Structure II was the one recommended by the accountant and the 

lawyer for tax reasons, succession and confidentiality. 

Regards 

Alex 

A copy of the email is attached as Exhibit 23. 

72. In the second email, Mr. Palencia asked Mr. Binaggia to send instructions to transfer $2 

million to a company called Il Cavallo (a company that Mr. Della Polla owned). Mr. 

Palencia explained he had to “pass it to the lawyers in NY as soon as possible.” A copy of 

the translated email is below: 

24

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 24 of 50
From: Alexander Palencia <apalencia@yahoo.com> 

Date: June 11, 2013 22:19:48 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Subject: Il Cavallo instructions 

Hello Pedro 

please send the instructions to transfer the 2 MM to Il Cavallo, I have to pass it to the 

lawyers in NY as soon as possible 

slds 

Alexander Palencia 

m: + 1-305-726-4444 

e: apalencia@yahoo.com

A copy of the email is attached as Exhibit 24. 

73. In the third email, Mr. Palencia sent to Mr. Binaggia and Mr. Della Polla a message with a 

memorandum attached. Mr. Palencia explained the memorandum was designed to keep all 

of the “participants” in the Brooklyn Real Estate Deal informed of developments. The 

memorandum provided a history of the project and the economics of the project, the 

development progress as of the date of the memorandum, and general news about the 

Brooklyn real estate market. The update specifically identifies the properties at 420 and 

430 Carroll Street, 300-318 Nevis Street and explains that they are rented. The update 

further indicates that “[w]ork is underway to acquire two additional properties: 201/225 

Third Street (Chaves) and 327/335 Bond Street (Tinneny). A copy of the translated email 

is below: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: June 11, 2013 02:06:40 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com>, Fabrizio Della Polla 

<fdp.servinaca@gmail.com> 

Subject: Gowanus Update June 2013 

Hello Pedro, 

25

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 25 of 50
Attached I am sending you a first email that I hope to send periodically from now 

on. 

The idea and based on what we discussed is to keep all the participants of what is 

happening in the business and the area. 

Please give it a read and tell me about it. 

Regards 

Alex 

A copy of the email is attached as Exhibit 25. 

74. Once again, sending this memorandum to Mr. Della Polla as a “participant” in the 

Brooklyn Real Estate Deal investment with the purpose of keeping him informed “of what 

is happening in the business and the area” unequivocally reflected the fact that the two men 

were investing jointly as partners. 

75. Prior to March 2014, Mr. Palencia began the process of restructuring the Brooklyn Real 

Estate Deal ownership— purportedly to make it more tax efficient. In this regard, Mr. 

Palencia met and solicited advice from lawyers and accountants. 

76. As part of this effort and starting in March 2014 and continuing through April 2014, Mr. 

Palencia sent a series of emails to Mr. Della Polla which provide additional direct and 

irrefutable evidence that Mr. Palencia knew Mr. Della Polla was an investor in the 

Brooklyn Real Estate Deal. 

77. On March 26, 2014, Mr. Palencia met with a lawyer regarding the Brooklyn Real Estate 

Deal. After the meeting, he sent an email to Mr. Binaggia and Mr. Della Polla about the 

meeting. According to Mr. Palencia, the lawyer asked several questions regarding the 

structure of the investment, including whether Mr. Fabrizio’s Nevis company and trust had 

been formed yet. A copy of the translated email is below: 

From: Alexander Palencia <apalencia@yahoo.com> 

26

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 26 of 50
Date: March 26, 2014, 19:11:22 GMT + 1 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Alexander Palencia <apalencia@yahoo.com>, Fabrizio Della Polla 

<fdp.servinaca@icloud.com> 

Subject: Blackforest Reunion with Barry / Ron 03-26-2014 

Hello Pedro, 

how are you? 

I just had a conference with Barry and Ron (attorney) to finish organizing the 

Brooklyn thing, several questions aired: 

1. Has Nevis de Fabrizio's company been formed yet? and What is 

the status of the formation of his trust. 

2. For the 20% that will be charged on the 6MM of Mirabel 

(whatever that generates) 

It is spoken as 6/7 of the portion of Zucchero, since for new effects 

Mirabel will not exist. 1 MM trained on your part and 6 on 

Mirabell’s part. Does that composition follow or is there an internal 

change? 

Of the company that collects 20% of the profit generated by the 

6MM, 1/3 is you. The suggestion is that it is not the same Nevis 

company, Zucchero. It can be in your name or if you have another 

company, please let me know 

Regards 

Alex 

A copy of this Email is attached as Exhibit 26. 

78. On April 7, 2014, Mr. Palencia sent an email to Mr. Binaggia and Mr. Della Polla to follow 

up on the company and the trust. Mr. Palencia instructed Mr. Binaggia not to forget Mr. 

Della Polla’s company name and information for the structure of the Brooklyn Real Estate 

Deal. He added trust is also required. A copy of the translated email is below: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: April 7, 2014, 20:11:19 GMT + 2 

To: Pedro Binaggia <pedrobinaggia@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Brooklyn 

Hello Pedro, 

27

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 27 of 50
Please don't forget Fabrizio’s company name and info for the Brooklyn structure. 

Trust is also required. 

Slds 

Alexander Palencia 

m: + 1-305-726-4444 

e: apalencia@yahoo.com

A copy of this Email is attached as Exhibit 27. 

79. On April 14, 2014, a lawyer for the investment group sent a term sheet to Mr. Palencia. 

Attached to the email was a summary of terms for the Amended and Restated Operating 

Agreement for Blackforest Real Estate Advisors, LLC— the top level entity that Mr. 

Palencia and Mr. Della Polla used to invest in the Brooklyn Real Estate Deal . 

80. According to this term sheet, “Palencia Fabrizio Newco, a Delaware, LLC” was to own a 

53.0971% membership interest in Blackforest Real Estate Advisors, LLC. This ownership 

interest was based on “Palencia Fabrizio Newco’s” initial capital investment of $7,742,942. 

Alex Palencia and “Fabrizio Newco, a Nevis international business company” were the 

proposed members of Blackforest Real Estate Advisors, LLC. Of, course, these comments 

explicitly confirm that Mr. Della Polla and Mr. Palencia were partners. Mr. Palencia sent 

this email on to Sergio Parra and Mr. Della Polla, and asked both for their comments. A 

copy of the translated email is below:. 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: April 14, 2014, 20:22:45 GMT + 2 

To: Sergio Parra <sparra66@gmail.com> 

Cc: Fabrizio Della Polla <fdp.servinaca@gmail.com> 

Subject: Fwd: Blackforest 

Dear Sergio, 

28

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 28 of 50
Attached I sent you the Term Sheet with which the “Operating Agreement” of 

Blackforest Real Estate Advisors LLC will be prepared. I would like to hear your 

opinion on it. 

You let me know and we communicate via Skype. 

Regards 

Alexander Palencia 

m: 

+ 1-305-726-4444 

e: apalencia@yahoo.com 

Begin forwarded message: 

From: "Kriss, Ronald A." 

Subject: Blackforest 

Date: April 14, 2014 at 10:57:45 AM EDT 

To: 'Alexander Palencia' <apalencia@yahoo.com> 

Cc: "Barry M. Brant", "Martinez, Daniel", Andrew Leonard 

PRIVILEGED AND CONFIDENTIAL 

Alex, I'll call shortly, but attached is a revised version of the Summary of Terms, 

reflecting the terms we discussed, and the elimination of the convertible note. 

Ron 

A copy of this Email is attached as Exhibit 28. 

81. On April 17, 2014, Mr. Palencia sent an email to Mr. Della Polla and Mr. Binaggia. In the 

email, Mr. Palencia passed on advice from an international tax consultant regarding how 

Blackforest Real Estate Advisors, LLC’s profits from the Brooklyn Real Estate Deal would 

be taxed in different jurisdictions. The advice specifically addresses how a Venezuelan 

citizen would be taxed— which is significant because Mr. Della Polla is Venezuelan. The 

relevant portions of the email say: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: April 17, 2014, 13:01:05 GMT+2 

To: Pedro Binaggia <pedrobinaggia@gmail.com>, Fabrizio Della Polla 

<fdp.servinaca@gmail.com> 

Subject: Fwd: Blackforest 

29

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 29 of 50
Alexander Palencia 

apalencia@yahoo.com 

+1-305-726-4444 

Begin forwarded message: 

From: "Barry M. Brant" <brant@bpbcpa.com> 

Date: April 17, 2014 at 0:55:13 EDT 

To: 'Alexander Palencia' <apalencia@yahoo.com>, Ron Kriss 

<rkriss@STROOCK.COM> 

Cc: "Martinez, Daniel" <dmartinez@stroock.com>, Andrew Leonard 

<aleonard@bpbcpa.com>, "Tereese C. Filos" <tfilos@bpbcpa.com>, 

"Tatiana G. Haro" <THaro@bpbcpa.com>, Eileen Abraham 

<eabraham@bpbcpa.com> 

Subject: RE: Blackforest 

Barbados and the US have an income tax treaty. Nevis and the US do not. 

However, that treaty won’t really matter since profits from the Brooklyn 

project will al be earned in the US and thus subject to US tax. Since we 

are electing to classify the Nevis (or Barbados) company as a transparent 

entity, the owners of such company (principally the trusts) are ultimately 

responsible for the tax on the US source income. In the event that the 

Venezuelan owners want to send profits back to Venezuela, there may be 

an advantage to use a Barbados company (since Barbados has a treaty with 

Venezuela) but my understanding is that the Venezuelans wanted to keep 

all funds offshore. In the event that the trust structure were to ever 

unwind, and US profits were to be taken back to Venezuela, then Barbados 

may be better than Nevis. Barbados has a minimum tax of 0.5% after tax 

credits from the US and a maximum tax of 2.5% with no tax on capital 

gains. Let me know if you have any questions. Thanks, Barry. 

* * * 

Barry M Brant CPA | Director of Tax, Consulting and International 

Services 

Berkowitz Pollack Brant Advisors and Accountants 

 

* * * 

 

From: Alexander Palencia [mailto:apalencia@yahoo.com] 

Sent: Wednesday, April 16, 2014 6:54 PM 

To: Ron Kriss; Barry M. Brant 

Cc: Martinez, Daniel; Andrew Leonard 

30

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 30 of 50
Subject: Re: Blackforest 

Dear Barry and Ron, 

Is there a difference between using a Barbados vs a Nevis ?? 

Are there any special treatments between Barbados and the US? 

Regards 

Alex 

Alexander Palencia 

m: +1-305-726-4444 

e: apalencia@yahoo.com 

O n A p r 1 4 , 2 0 1 4 , a t 1 0 : 5 7 A M , K r i s s , R o n a l d A . 

<rkriss@STROOCK.COM> wrote: 

PRIVILEGED AND CONFIDENTIAL 

 

Alex, I'll call shortly, but attached is a revised version of the Summary of 

Terms, reflecting the terms we discussed, and the elimination of the 

convertible note. 

Ron 

Ron Kriss 

Stroock & Stroock & Lavan LLP 

200 S. Biscayne Blvd., Suite 3100 

Miami, FL 33131 

Direct: 305.789-9393 

Mobile: 305.323-9119 

Fax: 305 416-2893 

rkriss@stroock.com 

www.stroock.com 

* * * 

-----Original Message----- 

From: Alexander Palencia [mailto:apalencia@yahoo.com] 

Sent: Monday, April 14, 2014 10:12 AM 

To: Kriss, Ronald A. 

Subject: Re: Follow up 

Good morning Ron, 

 I hope you had a wonderful weekend in NYC, I heard weather was nice. 

Let try to talk later today, I will be available all day. 

 Best regards 

Alex 

 Alexander Palencia 

m: +1-305-726-4444 

31

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 31 of 50
e: apalencia@yahoo.com 

 

O n A p r 9 , 2 0 1 4 , a t 1 2 : 5 9 P M , K r i s s , R o n a l d A . 

<rkriss@STROOCK.COM> wrote: 

 Still working on it, Alex. 

Ron 

Ron Kriss 

Stroock & Stroock & Lavan LLP 

200 S. Biscayne Blvd., Suite 3100 

Miami, FL 33131 

Direct: 305.789-9393 

Mobile: 305.323-9119 

Fax: 305 416-2893 

rkriss@stroock.com

www.stroock.com

* * * 

-----Original Message----- 

From: Alexander Palencia [mailto:apalencia@yahoo.com] 

Sent: Wednesday, April 09, 2014 11:34 AM 

To: Kriss, Ronald A. 

Subject: Follow up 

Good morning Ron, 

I hope this email finds you well. 

I just wanted to know if you had time to review last details so we can start 

going over a revised term sheet. 

Thank you 

Alex 

Alexander Palencia 

m: +1-305-726-4444 

e: apalencia@yahoo.com 

A copy of this Email is attached as Exhibit 29. 

82. In addition to the lawyers, Manuel Candal (the accountant that Mr. Della Polla and Mr. 

Palencia used for the Brooklyn Real Estate Deal) was also aware of the partnership. In 

October 2015, Mr. Palencia sent Mr. Candal a proposed structure for tax advice. After 

reviewing the file, without any prompting, Mr. Candal sent the email to Mr. Della Polla so 

32

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 32 of 50
he would be in the loop. In the prior email to Mr. Palencia, Mr. Candal specifically asks 

about the partnership: “For that matter of your investment with FDP [Fabrizio Della Polla] 

let me know the amounts corresponding to each one.” The translated emails says: 

To: Fabrizio Della Polla [fdp.servinaca@icloud.com] 

From: MCI [mci@taxand-pa.com] 

Sent: Fri 10/16/2015 7:40:03 PM (UTC) 

Subject: FW: Requirements & Doubts Candal- structure Nevins Street and 

Carroll Street 

For your information. 

Manuel Candal 

E. mcandal@taxand.com.ve 

T: +58 (212) 750 0095 Ext. 101 

F: +58 (212) 750 0099 

* * * 

From: mci@taxand-pa.com 

To: apalencia@yahoo.com 

Subject: RE: Requirements & Doubts Candal- structure Nevins Street and 

Carroll Street 

Date: Fri, 16 Oct 2015 15:39:32 -0400 

Alexander 

Ok also please send me for each structure the historical purchase values of 

land and existing debts in any part of the structure. For that matter of your 

investment with FDP let me know the amounts corresponding to each one. 

Happy weekend 

Manuel Candal 

E. mcandal@taxand.com.ve 

T: +58 (212) 750 0095 Ext. 101 

F: +58 (212) 750 0099 

* * * 

From: apalencia@yahoo.com 

Subject: Re: Requirements & Doubts Candal- structure Nevins Street and 

Carroll Street 

Date: Fri, 16 Oct 2015 15:26:53 -0400 

To: mci@taxand-pa.com 

Manuel 

33

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 33 of 50
Carroll's picture has an error, I just saw it and where it says 58% under 

Carroll Street Development, you should read 80% 

In both cases the relationship is always 80/20. Being 80% on our side and 

20% on the PMG side (the developer) 

I do not have the rest of the material with me but during the weekend I 

will send it to you to answer the other points 

Regards 

Alex 

Alexander Palencia 

m: + 1-305-726-4444 

e: apalencia@yahoo.com

On Oct 16, 2015, at 3:06 PM, MCI <mci@taxand-pa.com> wrote: 

Good afternoon Alexander 

I attach my questions to date: 

CARROLL STREET: 

1) In the context of the sheet please explain the difference of meaning 

between the triangle of Blackforest RE Adv LLC and square with circle 

inside Carroll Street Development LLC? 

2) Please send me the document of Convertible Promissory Notes to FDP 

and Zuch. 

3) Please send me the legal docs of the companies in 1). 

4) Who has the property of the remaining 22% that is not seen in the sheet. 

5) How do I fund your share? 

6) Carroll Street Holdings that I understand is the owner of the land has 

not made the choice to tax as C-Corp? The same question applies for the 

companies detailed in 1) above. 

NEVINS STREET: 

1) In the context of the sheet please explain the difference of meaning 

between the triangle of Blackforest RE Adv LLC and square with circle 

inside Carroll Street Development LLC? 

2) Please send me the document of Convertible Promissory Notes to FDP 

and Zuch. 

3) Please send me the legal docs of the companies in 1). 

4) Who has the property of the remaining 22% that is not seen in the sheet. 

5) How do I fund your share? 

6) Nevins Street Holdings that I understand is the owner of the land has 

not made the choice to tax as C-Corp? The same question applies for the 

companies detailed in 1) above. 

Manuel Candal 

E. mcandal@taxand.com.ve 

34

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 34 of 50
T: +58 (212) 750 0095 Ext. 101 

F: +58 (212) 750 0099 

* * * 

From: apalencia@yahoo.com 

Subject: Nevins Street and Carroll Street structure 

Date: Wed, 14 Oct 2015 16:37:01 -0400 

CC: fdp.servinaca@gmail.com 

To: mcandal@taxand.com.ve 

Alexander Palencia 

m: + 1-305-726-4444 

e: apalencia@yahoo.com

A copy of this email is attached as Exhibit 30. 

83. On December 8, 2015, Mr. Candal followed up again with his pending questions from 

October 16, 2015 about how to deal with Mr. Della Polla’s (again “FDP” in the email) 

interest in the investment. To be sure, many of these questions specifically involved the 

size of Mr. Della Polla’s interest in the Brooklyn Real Estate Deal investment and how to 

transfer it to a new corporate structure. The translated email says: 

To: Alexander Palencia [apalencia@yahoo.com] 

Cc: Fabrizio Della Polla [fdp.servinaca@icloud.com] 

From: MCI [mci@taxand-pa.com] 

Sent: Tue 12/8/2015 6:23:41 PM (UTC) 

Subject: THIS REQUIRE IMMEDIATE ATTENTION- Requirements & 

Doubts Candal- structure Nevins Street and Carroll Street 

Alexander good afternoon, how are you. 

We are currently in the process of implementing the corporate structure of 

FDP. In this sense, I will require some information from you, as soon as 

possible, to coordinate the transfer of the participation of FDP to the 

structure created in the companies namely: 

1) NEVINS: 

a) I understand that the holding structure that we are creating for FDP will 

have a percentage of the Blackforest Nevins LLC partnership. What 

percentage of participation possess FDP? 

b) How we will justify the transfer of the participation that AP and NA 

have in Blackforest Nevins LLC that we will transfer you to a foreign FDP 

structure? I can you send the Promissory Note that you told me about 

issued to FDP and Zucchero? 

35

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 35 of 50
c) Because the amount we will transfer the participation held by FDP in 

Blackforest Nevins LLC. 

d) Which American lawyers would be in charge of the transfer of the 

participation in Blackforest Nevins LLC to the FDP structure. 

e) What payment support do you have in files about the funding made by 

FDP in the purchase of this asset? 

f) Please send me a copy of the Blackforest Nevins LLC legal docs. 

1) CARROL: 

a) I understand that the holding structure that we are creating for FDP will 

have a percentage of the Blackforest RE ADV LLC partnership. What 

percentage of participation possess FDP? 

b) How we will justify the transfer of the participation that AP and NA 

have in Blackforest RE ADV LLC that we will transfer you to a foreign 

FDP structure? I can you send the Promissory Note that you told me about 

issued to FDP and Zucchero? 

c) Why amount we will transfer the participation held by FDP in 

Blackforest RE ADV LLC. 

d) Which American lawyers would be in charge of the transfer of the 

participation in Blackforest RE ADV LLC to the FDP structure. 

e) What payment support do you have in files about the funding made by 

FDP in the purchase of this asset? 

f) Please send me a copy of the Blackforest RE Adv LLC legal docs. 

Lastly, I understand that FDP has other real estate assets in NY in addition 

to above mentioned. If so, you can send me the same information for 

these, in addition to the papers of the companies involved. 

Manuel Candal 

E. mcandal@taxand.com.ve 

T: +58 (212) 750 0095 Ext. 101 

F: +58 (212) 750 0099 

www.taxand.com.ve / www.taxand.com 

* * * 

A copy of this email is attached as Exhibit 31. 

84. Despite these requests from Mr. Candal, and the work of the lawyers, Mr. Palencia refused 

to complete the work to document Mr. Della Polla’s interest in the new corporate structure. 

To this date, Mr. Della Polla does not know whether Mr. Palencia has restructured the 

Brooklyn Real Estate Deal investment, and if so, how. 

36

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 36 of 50
85. On March 31, 2016, Mr. Palencia sent to Mr. Binaggia and Mr. Della Polla a draft purchase 

agreement through which Third Street Holdings would sell parcels of land located at 131 

Third Street, 132 Second Street, 140 Second Street, 134 Second Street and 137 Third Street 

in Brooklyn, New York. A copy of the translated email follows: 

From: Alexander Palencia <apalencia@yahoo.com> 

Date: March 31, 2016 12:19:03 a. m. GMT + 2 

To: Fabrizio Della Polla <fdp.servinaca@icloud.com> 

Subject: Fwd: Third Street - Draft Purchase and Sale Agreement 

draft attached 

Alexander Palencia 

e: apalencia@yahoo.com 

M: +1(305)726-4444 

A copy of this email is attached as Exhibit 32. 

86. Taken as a group, these contemporaneous emails leave no doubt that Mr. Della Polla and 

Mr. Palencia were jointly investing as partners in the Brooklyn Real Estate Deal. 

The Refinancings of the Nevins Street Property and the Carroll Street Properties 

After Purchase 

87. After purchasing the properties located at 420-430 Carroll Street and at 300-344 Nevins 

Street, the principals of the Brooklyn Real Estate Deal engaged in various refinancing 

transactions. 

The Carroll Street Properties: 

88. On September 29, 2014, the Berkshire Bank assigned its mortgage for the properties 

located at 420-430 Carroll Street to First Republic Bank. A copy of the Assignment is 

attached as Exhibit 33. 

37

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 37 of 50
89. On September 30, 2014, the First Republic Bank loaned Carroll Street Holdings $1 million 

and took a mortgage for that amount against the properties located at 420-430 Carroll 

Street. A copy of the mortgage is attached as Exhibit 34. 

90. Also on September 30, 2014, the First Republic Bank and Carroll Street Holdings, LLC 

executed “The Consolidated,Amended, and Restated Mortgage and Security Agreement.” 

Through this document, the parties recognized the consolidation of the first $3 million loan 

(provided by The Berkshire Bank) and the second $1 million loan (provided by First 

Republic Bank), and Carroll Street Holdings, LLC granted First Republic Bank a $4 

million mortgage against the properties located at 420-430 Carroll Street. A copy of the 

Agreement is attache as Exhibit 35. 

91. As a result of these transactions, Carroll Street Holdings, LLC owed First Republic Bank 

$4 million secured by the properties located at 420-430 Carroll Street. 

The Nevins Street Property: 

92. Effective March 13, 2015, Santander Bank loaned Nevins Street Holdings, LLC $10 

million and took a mortgage for that amount against the property located at 300-344 

Nevins Street in Brooklyn, New York. Also effective March 13, 2015, Joyce A. Kjellegren 

assigned her mortgage against the property located at 300-344 Nevins Street in Brooklyn, 

New York to Santander Bank, N.A. “as administrative agent for itself and other lenders.” A 

copy of the Mortgage and the Assignment is attached as Exhibit 36. 

93. On February 28, 2017, Santander Bank assigned its $10 million mortgage against the 

property located at 300-344 Nevins Street in Brooklyn, New York to NGC Gowanus 

Portfolio, LLC. A copy of the Assignment is attached as Exhibit 37. 

38

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 38 of 50
94. As a result of these transactions, NGC Gowanus Portfolio, LLC had loaned a total of $10 

million to Nevins Street Holdings, LLC against the property located at 300-344 Nevins 

Street in Brooklyn, New York. 

Both Properties Together: 

95. On March 3, 2017, Carroll Street Holdings, LLC and Nevins Street Holdings, LLC 

borrowed $9 million from Gowanus Portfolio, LLC and secured the loan by granting 

Gowanus Portfolio, LLC a $9 million mortgage against the properties located at 420-430 

Carroll Street and 300-344 Nevins Street in Brooklyn, New York. A copy of the Mortgage 

is attached as Exhibit 38. 

96. Also on March 3, 2017, Carroll Street Holdings, LLC and Nevins Street Holdings, LLC 

executed a (a) Promissory Note and (b) a “Consolidation, Extension. Modification, and 

Spreader Agreement” with NGC Gowanus Portfolio, LLC. Through these documents, 

Carroll Street Holdings, LLC and Nevis Street Holdings, LLC: (a) recognized that they 

owed NGC Gowanus Portfolio, LLC a total of $23 million, and (b) granted NGC Gowanus 

Portfolio, LLC a $23 million mortgage against the properties located at 420-430 Carroll 

Street and 300-344 Nevins Street in Brooklyn, New York to secure the loan. A copy of the 

Agreement and Promissory Note are attached as Exhibit 39. 

97. Also on March 3, 2017, NGC Gowanus Portfolio, LLC assigned all of its interest in the 

“Consolidation, Extension. Modification, and Spreader Agreement” to Centennial Bank. A 

copy of the Assignment is attached as Exhibit 40. 

39

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 39 of 50
98. As a result, of these transactions, Centennial Bank has loaned Carroll Street Holdings, LLC 

and Nevis Street Holdings, LLC a total of $23 million against the properties located at 

420-430 Carroll Street and 300-344 Nevins Street in Brooklyn, New York. 

99. On February 6, 2018, Centennial Bank assigned the “Consolidation, Extension. 

Modification, and Spreader Agreement” and the Promissory Note back to NGC Gowanus 

Portfolio, LLC. As a result, NGC Gowanus Portfolio, LLC had taken back the loan and 

security interest. A copy of the Agreement is attached as Exhibit 41. 

100. On February 7, 2018, Carroll Street Holdings, LLC, sold the property at 420 Carroll Street 

Brooklyn, New York to 420 Carroll, LLC for $47,500,000.00. A copy of the deed is 

attached as Exhibit 42. 

101. On February 7, 2018, NGC Gowanus Portfolio, LLC released its security interest against 

the property located at 300-344 Nevins Street in Brooklyn, New York through a “Partial 

Release of Mortgage.” A copy of the Partial Release of Mortgage is attached as Exhibit 43. 

102. On February 7, 2018, 420 Carroll, LLC and CIT Bank executed a “Mortgage Assumption, 

Consolidation and Modification Agreement.” Through this Agreement, the parties agreed 

that 420 Carroll, LLC: (a) owed CIT Bank $25 million, and (b) granted CIT Bank a $25 

million mortgage against the properties at 420-430 Carroll Street in Brooklyn, New York to 

secure the loan. A copy of the Agreement is attached as Exhibit 44. 

103. On January 31, 2020, 420 Carroll, LLC executed a “Building Loan Mortgage, Assignment 

of Leases and Rents and Security Agreement” with CIT Bank, N.A. Through this loan, 420 

Carroll, LLC borrowed an additional $4,730,136.00 from CIT Bank and granted a 

40

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 40 of 50
mortgage against the properties at 420-430 Carroll Street in Brooklyn, New York to secure 

the loan. A copy of the Agreement is attached as Exhibit 45. 

104. On January 31, 2020, 420 Carroll, LLC executed a “Project Loan Mortgage, Assignment of 

Leases and Rents and Security Agreement” with CIT Bank, N.A. Through this loan, 420 

Carroll, LLC borrowed an additional $1,519,864.00 from CIT Bank and granted a 

mortgage against the properties at 420-430 Carroll Street in Brooklyn, New York to secure 

the loan. A copy of the Agreement is attached as Exhibit 46. 

105. On April 8, 2020, Nevins Street Holdings, LLC borrowed $7 million from First Republic 

Bank and secured the loan by granting a $7 million mortgage to First Republic Bank 

against the property located at 300-344 Nevins Street in Brooklyn, New York. A copy of 

the Mortgage and Security Agreement is attached as Exhibit 47. 

106. Although these transaction appear to have generated cash distributions at various points, 

Mr. Palencia has refused to confirm whether he or his entities received any money, and if 

so, how much and when it was received. 

Mr. Palencia Refuses to Acknowledge Mr. Della Polla’s Investment 

107. Starting in 2018, Mr. Palencia started refusing to acknowledge Mr. Della Polla’s 

investment in the Brooklyn Real Estate Deal. Initially, he refused to provide information 

about the operations and profits. Ultimately, he denied that Mr. Della Polla had any 

financial interest in the deal 

108. In 2019, Mr. Della Polla met with Mr. Palencia in Madrid to address the problem. The two 

men purportedly met to discuss how to restructure and document their investment 

partnership for the Brooklyn Real Estate Deal. At the meeting, Mr. Palencia said Mr. Della 

41

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 41 of 50
Polla would have to trust him regarding the partnership. Mr. Palencia (who had been under 

federal investigation for money laundering) explained that he was trying to protect Mr. 

Della Polla from being a target of the investigation. Mr. Della Polla left the meeting 

believing that Mr. Palencia was making excuses and had no intention of honoring the 

men’s partnership agreement. 

109. In April 2020, Mr. Della Polla was tired of being given the run around. He directed his 

attorney to send a letter to Mr. Palencia’s attorneys and demand an accounting of his 

investment in the Brooklyn Real Estate Deal and any other investments that Mr. Palencia 

made with Mr. Della Polla’s money. Mr. Della Polla’s attorneys also requested any 

relevant legal documents regarding these investment. The letter said: 

As you know, Mr. De La Polla is your majority business partner in all real estate 

business ventures with Property Management Group (PMG) and any of its 

subsidiaries or affiliates.

Over time, Mr. De La Polla made funds available from the food business that the 

two of you ran. You used this money to fund Mr. Della Polla’s investment in the 

Carrol Street project and other projects. Mr. De La Polla would like a full 

accounting of the funds he provided to this investment and any other investments 

from the point of investment to the current date. In particular, Mr. De La Polla 

would like you to provide the books and records appropriate to describe and 

document: 

1. where the funds were originally deposited and where any remaining funds 

are currently held; 

2. any disbursements, investments, or distributions of any kind made from the 

originally deposited funds (with back-up);

3. the relevant legal documents for any investments made with the originally 

deposited funds (inlcuding any mortgages or refinances of any property 

associated with the Carrol Street Project);

4. the books and records of any business entity that was used for any business 

activity associated with the originally deposited funds (whether the entity 

remains open or closed);

42

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 42 of 50
5. an accounting of any gains or losses attributable to any investments made 

with the originally deposited funds. 

To the extent that any to the extent that any profits or losses were reinvested in 

new ventures, please provide the same information for these new ventures. 

We expect to receive this information within 15 days from the date of this letter. 

You or your representative may contact me regarding this request or with any 

questions you may have.

A copy of the letter is attached as Exhibit 48.

110. .In response to this letter, Mr. Palencia’s attorneys wrote back and denied there was any 

partnership or any investment. Their letter says: 

As we explained on the call, your client Fabrizio Della Polla is not a partner in 

any of Alexander Palencia's real estate ventures in New York or elsewhere, 

including in what your April 27, 2020 letter describes as the “real estate ventures 

with property management group (PMG) and any of its subsidiaries or affiliates.” 

No evidence supports your client’s assertion that such a partnership existed and no 

records exist of your client contributing funds or other benefits toward that effort. 

To be clear, Mr. Della Polla did not invest any funds in the “Carroll Street project 

and other projects” mentioned in your letter. To the extent you or Mr. Della Polla 

have records proving otherwise or establishing the existence of a partnership 

along the terms described in your letter, we reiterate our earlier request for you to 

produce those records. 

Accordingly, in light of the above and absent some other, yet-unspecified legal 

basis, Mr. Della Polla has no right of access to our client’s “books and records” or 

to demand an accounting of investments he never made. Please inform Mr. Della 

Polla that his request is denied. 

A copy of the Letter is attached as Exhibit 49. 

111. Of course, the records and emails set forth above reveal that Mr. Palencia’s lawyers’ 

response is simply and demonstrably false. 

112. In light of this specific brush off, Mr. Della Polla realized he would need to bring this 

lawsuit to regain his rightful majority ownership of the real estate partnership, and his 

share of the relevant profits. 

43

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 43 of 50
113. Mr. Della Polla has met all conditions precedent to bringing this lawsuit. 

COUNT I 

FRAUD 

114. Mr. Della Polla reasserts the allegations in paragraphs 1-113 as though they were set forth 

here. 

115. Mr. Palencia made numerous false statements about Mr. Della Polla’s participation in the 

Brooklyn Real Estate Deal. In essence, Mr. Palencia falsely promised that he was using 

Mr. Della Polla’s money as part of the two men’s joint investment in the Brooklyn Real 

Estate Deal, and that Mr. Della Polla was a partner in the Brooklyn Real Estate Deal. 

116. In fact, Mr. Palencia knew that when he was telling Mr. Della Polla that he was using their 

money for a joint investment, Mr. Palencia was actually just taking the money with the 

intent to invest for himself only and not for Mr. Della Polla. Further, Mr. Palencia knew 

that when he assured Mr. Della Polla the two men were partners, Mr. Palencia had 

excluded Mr. Della Polla from the relevant ownership entities to preclude him from being a 

partner in the deal. 

117. Mr. Palencia took these steps and made these statements to obtain Mr. Della Polla’s money 

under false pretenses and to lull Mr. Della Polla into a false sense of security so he would 

not realize that Mr. Palencia defrauded him. 

118. Mr. Della Polla relied on these statements, and as a result, he has been injured. 

119. In this way, Mr. Palencia engaged in intentional misconduct (i.e., he had actual knowledge 

of the wrongfulness of his conduct and the high probability that injury or damage to the 

Mr. Della Polla would result and, despite that knowledge, intentionally pursued that course 

44

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 44 of 50
of conduct, resulting in injury or damage) and gross negligence (i.e., his conduct was so 

reckless or wanting in care that it constituted a conscious disregard or indifference to Mr. 

Della Polla’s rights). 

 WHEREFORE, Mr. Della Polla demands judgment in his favor and against Mr. Palencia 

for the damages that Mr. Palencia caused with his fraud, including punitive damages, plus 

interest and all other relief that the Court determines is appropriate. 

COUNT II 

BREACH OF FIDUCIARY DUTY 

120. Mr. Della Polla reasserts the allegations in paragraphs 1- 113 as though they were set forth 

here. 

121. Mr. Palencia solicited and accepted Mr. Della Polla’s money to fund the investment in the 

Brooklyn Real Estate Deal, and agreed that the two men would be 80/20 partners in the 

deal. 

122. As a partner, Mr. Palencia owed a fiduciary duty to Mr. Della Polla, and this fiduciary duty 

required Mr. Palencia to treat Mr. Della Polla in the utmost good faith, fairness, and 

honesty. 

123. Mr. Palencia breach this fiduciary duty to Mr. Della Polla by either never formally 

including Mr. Della Polla in the partnership or by subsequently ousting Mr. Della Polla 

from the partnership. In either case, Mr. Palencia wrongly deprived Mr. Della Polla of the 

benefits of the partnership, and repeatedly lied about his conduct to Mr. Della Polla. 

124. In this way, Mr. Palencia engaged in intentional misconduct (i.e., he had actual knowledge 

of the wrongfulness of his conduct and the high probability that injury or damage to the 

45

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 45 of 50
Mr. Della Polla would result and, despite that knowledge, intentionally pursued that course 

of conduct, resulting in injury or damage) and gross negligence (i.e., his conduct was so 

reckless or wanting in care that it constituted a conscious disregard or indifference to Mr. 

Della Polla’s rights). 

 WHEREFORE, Mr. Della Polla demands judgment in his favor and against Mr. Palencia 

for the damages that Mr. Palencia caused with his breach of fiduciary duty, including punitive 

damages, plus interest and all other relief that the Court determines is appropriate. 

COUNT III 

NEGLIGENT MISREPRESENTATION 

125. Mr. Della Polla reasserts the allegations in paragraphs 1- 113 as though they were set forth 

here. 

126. Mr. Palencia made a series of false statements about Mr. Della Polla’s participation in the 

Brooklyn Real Estate Deal. In essence, Mr. Palencia falsely promised that he was using 

Mr. Della Polla’s money as part of the two men’s joint investment in the Brooklyn Real 

Estate Deal, and that Mr. Della Polla was a partner in the Brooklyn Real Estate Deal. 

127. In fact, Mr. Palencia knew or should have known that when he was telling Mr. Della Polla 

that he was using their money for a joint investment, Mr. Palencia was actually just taking 

the money with the intent to invest for himself only and not for Mr. Della Polla. Further, 

Mr. Palencia knew or should have known that when he assured Mr. Della Polla the two 

men were partners, Mr. Palencia either intended to exclude Mr. Della Polla or had actually 

excluded Mr. Della Polla from the relevant ownership entities to preclude him from being a 

partner in the deal. In this way, at a minimum, Mr. Palencia acted negligently. 

46

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 46 of 50
128. Mr. Palencia took these steps and made these statements intending to induce Mr. Della 

Polla’s to provide money under false pretenses and to lull Mr. Della Polla into a false sense 

of security so he would not realize that Mr. Palencia defrauded him. 

129. Mr. Della Polla justifiably relied on these statements, and as a result, he has been injured. 

130. In this way, Mr. Palencia engaged in gross negligence (i.e., his conduct was so reckless or 

wanting in care that it constituted a conscious disregard or indifference to Mr. Della Polla’s 

rights). 

WHEREFORE, Mr. Della Polla demands judgment in his favor and against Mr. Palencia for the 

damages that Mr. Palencia caused with his negligent misrepresentation, including punitive 

damages, plus interest and all other relief that the Court determines is appropriate. 

COUNT IV 

BREACH OF PARTNERSHIP AGREEMENT 

131. Mr. Della Polla reasserts the allegations in paragraphs 1- 113 as though they were set forth 

here. 

132. Mr. Palencia agreed to participate in a partnership with Mr. Della Polla for the Brooklyn 

Real Estate Deal. In essence, Mr. Palencia promised that he was using Mr. Della Polla’s 

money as part of the two men’s joint investment in the Brooklyn Real Estate Deal, and that 

Mr. Della Polla was an 80% partner and Mr. Palencia was a 20% partner in the Brooklyn 

Real Estate Deal. 

133. Mr. Palencia breached the partnership agreement by failing to record Mr. Della Polla’s 

ownership in the Brooklyn Real Estate Deal, by failing to distribute profits when they came 

47

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 47 of 50
to the partnership, and by falsely claiming that Mr. Della Polla was not a partner in the 

Brooklyn Real Estate Deal. 

134. Mr. Palencia’s breach of the partnership agreement has caused Mr. Della Polla damage. 

 WHEREFORE, Mr. Della Polla demands judgment in his favor and against Mr. Palencia 

for the damages that Mr. Palencia caused through his breach of the partnership agreement, plus 

interest and all other relief that the Court determines is appropriate. 

COUNT V 

DECLARATORY RELIEF 

135. Mr. Della Polla reasserts the allegations in paragraphs 1- 113 as though they were set forth 

here. 

136. Mr. Palencia agreed to participate in a partnership with Mr. Della Polla for the Brooklyn 

Real Estate Deal. In essence, Mr. Palencia promised that he was using Mr. Della Polla’s 

money as part of the two men’s joint investment in the Brooklyn Real Estate Deal, and that 

Mr. Della Polla was an 80% partner and Mr. Palencia was a 20% partner in the Brooklyn 

Real Estate Deal. 

137. Through his lawyers, Mr. Palencia has informed Mr. Della Polla that he is not a partner in 

the Brooklyn Real Estate Deal and that he did not invest: 

As we explained on the call, your client Fabrizio Della Polla is not a partner in 

any of Alexander Palencia’s real estate ventures in New York or elsewhere, 

including in what your April 27, 2020 letter describes as the “real estate ventures 

with property management group (PMG) and any of its subsidiaries or affiliates.” 

No evidence supports your client’s assertion that such a partnership existed and no 

records exist of your client contributing funds or other benefits toward that effort. 

To be clear, Mr. Della Polla did not invest any funds in the “Carroll Street project 

and other projects” mentioned in your letter. 

48

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 48 of 50
138. Mr. Della Polla is in doubt about whether a partnership agreement exists, and if so, what 

are his rights under the partnership agreement. 

139. Consequently, Mr. Della Polla and Mr. Palencia have a bona fide dispute, and there is an 

actual and present need for a declaration regarding Mr. Della Polla’s status with regard to 

the partnership agreement. 

WHEREFORE, Mr. Della Polla demands judgment declaring that he is a partner in the 

Brooklyn Real Estate Deal, and that he is entitled to 80% of any profits associated with this 

investment, and all other relief that the Court determines is appropriate. 

COUNT VI 

 EQUITABLE ACCOUNTING 

140. Mr. Della Polla reasserts the allegations in paragraphs 1- 113 as though they were set forth 

here. 

141. Mr. Palencia agreed to participate in a partnership with Mr. Della Polla for the Brooklyn 

Real Estate Deal. In essence, Mr. Palencia promised that he was using Mr. Della Polla’s 

money as part of the two men’s joint investment in the Brooklyn Real Estate Deal, and that 

Mr. Della Polla was an 80% partner and Mr. Palencia was a 20% partner in the Brooklyn 

Real Estate Deal. 

142. As a result of this partnership, Mr. Palencia had a fiduciary duty to Mr. Della Polla to keep 

him informed of all partnership investments and the results of the partnership investments. 

143. The contract between Mr. Palencia and Mr. Della Polla involves extensive and complicated 

accounts and it is not clear that the remedy at law is as full, adequate and expeditious as it 

is in equity. 

49

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 49 of 50
144. Mr. Della Polla is entitled to a formal accounting of the partnership affairs, and the best 

way to provide the formal accounting is for the Court to appoint a special master to 

perform the accounting. 

WHEREFORE, Mr. Della Polla demands that the Court appoint a Special Master to 

perform a formal accounting of the Brooklyn Real Estate Deal and to report the results to Mr. 

Della Polla, and all other relief that the Court determines is appropriate. 

Mr. Della Polla demands a trial by jury on all issues in this lawsuit. 

Dated: July 31, 2020

Respectfully submitted, 

THE LAW OFFICE OF STEPHEN JAMES 

BINHAK, P.L.L.C. 

Counsel for Fabrizio Della Polla 

1221 Brickell Ave., Site 2010 

Miami, Florida 33131 

Telephone: (305) 361-5500 

Facsimile: (305) 428-9532 

By: /s/ Stephen James Binhak 

 Stephen James Binhak, Esq. 

 Florida Bar No. 0736491 

 binhaks@binhaklaw.com

50

THE LAW OFFICE OF STEPHEN JAMES BINHAK, P.L.L.C., 

1221 Brickell Ave., Suite 2010, Miami, FL Tel. (305) 361.5500, Fax (305) 428.9532

Case 1:20-cv-23185-DPG Document 1 Entered on FLSD Docket 07/31/2020 Page 50 of 50