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UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

JOHN A. ALBRIGHT, )

)

Plaintiff, )

v. ) 

)

STARWOOD RETAIL PARTNERS, LLC, )

STARWOOD CAPITAL GROUP HOLDINGS )

GP, LLC, JEFF ZIEGLER, Individually and as an )

agent of STARWOOD RETAIL PARTNERS, )

LLC, ) Case No. 1:20-cv-04552

)

Defendants. )

__________________________________________)

)

STARWOOD RETAIL PARTNERS, LLC, )

)

Counter-Plaintiff, )

v. )

)

JOHN A. ALBRIGHT, )

)

Counter-Defendant. )

STARWOOD RETAIL PARTNERS, LLC’S ANSWER, 

AFFIRMATIVE DEFENSES, AND COUNTERCLAIM

Defendant/Counter-Plaintiff Starwood Retail Partners, LLC (“SRP” or the “Company”), 

by and through its undersigned counsel, for its Answer and Affirmative Defenses to the Complaint 

of Plaintiff/Counter-Defendant John A. Albright (“Albright”), and for its Counterclaim against 

Albright, states as follows:

SRP’S ANSWER AND AFFIRMATIVE DEFENSES

SRP hereby submits the following Answer and Affirmative Defenses to Albright’s 

Complaint:

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1. From April of 2015 through May of 2020, Albright served as a Vice President of 

Development at SRP. Albright is domiciled in Fremont, Indiana and is a citizen of Indiana for 

purposes of establishing diversity jurisdiction.

ANSWER: SRP admits the allegations in the first sentence of this paragraph. SRP lacks 

knowledge or information sufficient to form a belief about the truth of the allegations in the second 

sentence of this paragraph and, on that basis, the allegations are deemed denied under Rule 8(b)(5), 

but SRP does not challenge diversity jurisdiction.

2. SRP is a Delaware limited liability company with a principal place of business 

located at One East Wacker Drive, Suite 3600, Chicago, Illinois 60601. SRP’s sole member is 

SCG-SRP Partners, LLC, a Delaware limited liability company. SCG-SRP Partners, LLC’s sole 

member is Starwood Capital Group Holdings GP, LLC. Starwood Capital Group Holdings GP, 

LLC’s sole member is BSS SCG GP Holdings, LLC. BSS SCG GP Holdings, LLC has one 

member, Barry Sternlicht, a citizen and resident of Florida. Therefore, none of SRP’s members (or 

the members of its members) are citizens of Indiana for purposes of diversity jurisdiction.

ANSWER: SRP admits that it is a limited liability company organized under the laws 

of the state of Delaware, which maintains its corporate headquarters at One East Wacker Drive, 

Suite 3600, in Chicago, Illinois. SRP admits the allegations in the second sentence of this 

paragraph. The remaining allegations of this paragraph are not directed at SRP, and therefore no 

answer is required of it; to the extent those allegations would be construed as directed at SRP, 

those allegations would be denied.

3. SCG is a Delaware limited liability company with a principal place of business 

located in Miami, Florida. SCG’s membership is as detailed in Paragraph 2. Like SRP, none of 

SCG’s members or those of its members are citizens of Indiana. SCG is ultimately held by Barry 

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Sternlicht, a citizen and resident of Florida. None of SCG’s members (or the members of its 

members) are citizens of Indiana for purposes of diversity jurisdiction.

ANSWER: The allegations of this paragraph are not directed to SRP, and therefore no 

answer is required from SRP. To the extent that these allegations are directed to SRP, SRP denies 

these allegations. 

4. SRP publicly holds itself out as “a division” of SCG. In reality, SRP is an alter ego 

and business conduit of SCG. There is a near complete unity of interest and leadership between 

SRP and SCG. The officers of SRP - including its Chairman, Barry Stemlicht, its Vice Chairman 

and CFO, Jerome Silvey, its Senior Managing Director, Ellis F. Rinaldi, its CFO of the Funds, 

James Allen and its managing director, Nick Antonopoulos - are also officers of SCG. Officers 

and agents of SCG therefore comprise most of SRP’s nerve center and dominate decision-making 

functions at SRP. SRP’s corporate filings recite its principal office as: 1601 Washington Ave., 

Suite 800, Miami Beach, Florida 3319. This address is also the corporate address for SCG and 

SCG-SRP Partners, LLC. Upon information and belief, SRP is apparently inadequately capitalized 

and may be insolvent or nearly so. In fact, SRP advertises online: “we use our parent company’s 

[SCG’s] financial strength to make quick decisions about investing in... people.” The section of 

SRP’s website entitled “Our Story” ends with an invitation for readers to invest with SCG.1 All 

SRP budgets are approved by SCG. More pointedly, as it relates to the allegations in this case, the 

terms of Albright’s compensation were ultimately approved by officers at SCG. Although Albright 

was nominally employed by SRP and received his paychecks from SRP, it would promote 

unfairness and injustice under the circumstances if SCG were permitted to escape liability for 

SRP’s wrongdoing. SCG is therefore properly joined as a defendant based upon an alter 

1 See http://starwood retail.com/learn-about-us/our-story

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ego/business conduit theory and all allegations against SRP herein should be construed to also 

seek recovery from SCG. See, e.g., Chatz v. World Wide Wagering, Inc., 413 F. Supp. 3d 742 

(N.D.III.2019). Additionally, the facts pled herein - specifically regarding SCG’s involvement in 

setting the terms of Albright’s compensation - are sufficient to find SCG liable: (I) as a joint 

venturer of SRP; and (2) as Albright’s “employer” as defined by the Illinois Wage Payment and 

Collection Act, 820 ILCS 115/1 (the “IWPCA”).

ANSWER: The allegations of this paragraph fail to comport with Fed. R. Civ. P. 8(a), 

include statements that are directed at parties other than SRP, and constitute legal conclusions, to 

which no response is required. To the extent the allegations of this paragraph concern SRP, those 

allegations are denied. 

5. At all relevant times, Ziegler served as SRP’s Chief Operating Officer. Upon 

information and belief, Ziegler is domiciled in California and is a citizen of California for purposes 

of diversity jurisdiction.

ANSWER: SRP admits that Ziegler served as SRP’s Chief Operating Officer, but denies 

that he served as Chief Operating Officer at all relevant times. 

6. Federal diversity jurisdiction exists pursuant to 28 U.S.C. 1332 because there is 

complete diversity of citizenship between the parties and the amount in controversy exceeds 

seventy five thousand dollars ($75,000.00).

ANSWER: The allegations of this paragraph state a legal conclusion to which no 

answer is required. To the extent the allegations can be deemed allegations of fact such that an 

answer is required, SRP lacks knowledge or information sufficient to form a belief about the truth 

of the allegations in this paragraph, but does not challenge diversity jurisdiction.

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7. Venue in the District Court for the Northern District of Illinois is proper pursuant 

to 28 U.S.C. §1391 because a substantial part of the events or omissions on which the claims are 

asserted herein occurred within this District.

ANSWER: The allegations of this paragraph state a legal conclusion to which no answer 

is required. To the extent the allegations can be deemed allegations of fact such that an answer is 

required, SRP lacks knowledge or information sufficient to form a belief about the truth of the 

allegations in this paragraph, but does not challenge diversity jurisdiction.

8. In late-October and early-November of 2017, SRP promised Albright an increased 

compensation and bonus package as an inducement for his continued employment with SRP. The 

terms of Albright’s 2017 compensation were agreed to and unambiguously set out in the 

correspondence attached as Exhibit A (the “Agreement”). As the Agreement makes clear, SRP 

promised that Albright’s 2017 bonus would be earned based upon his own individual performance 

as reflected on his written annual performance review for 2017. Importantly, Albright’s 2017 

bonus was not to be based upon SRP’s performance. While SRP may have failed to meet its 

expectations as a company in 2017, Albright exceeded his - see Exhibit B, John A. Albright 

Performance Review - justifying an earned bonus of 75% of his base salary (the “75% Earned 

Bonus”) under the Agreement. Nevertheless, SRP has used its own “bad year,” “company 

struggles” and “missed benchmarks” as justification for its failure to provide Albright with the 

75% Earned Bonus under the Agreement. SRP’s failure to pay Albright’s 75% Earned Bonus was 

in keeping with a pattern of over-promising and under-delivering to Albright dating back to 2015, 

when SRP first recruited Albright to join the company

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ANSWER: SRP admits that the amount of, and eligibility for, any bonus compensation 

to Albright depended upon SRP’s performance. SRP denies the remainder of the allegations in 

this paragraph.

9. Since its initial failure to pay Albright’s 75% Earned Bonus, SRP has remained in 

backpedal mode, attempting to rewrite the Agreement, adding oftentimes inconsistent afterthe-fact qualifications and conditions that were never previously communicated to Albright. SRP’s

failure to live up to its promises violates the terms of the parties’ Agreement (Count I); the IWPCA 

(Count II); and gives rise to various other common law and equitable causes of action (Counts 

IV-Y). Ziegler is joined individually as a defendant for knowingly permitting SRP’s violations of 

the IWPCA and by failing to pay Albright his 75% Earned Bonus owed under the Agreement 

(Count III). SCG is liable for SRP's wrongful conduct for the reasons outlined above in Paragraph 

4.

ANSWER: Denied. 

10. SRP is a management company involved in the business of acquiring, redeveloping, 

leasing, managing, marketing, operating and investing in a portfolio of 30 regional retail shopping 

centers. SRP was founded in 2012 and, at one time, managed various real estate assets with a value 

of well in excess of $5 billion.

ANSWER: SRP admits the allegations in this paragraph, except that it denies the 

allegation concerning the number of retail shopping centers in its portfolio. 

11. In or about 2014, Albright was recruited to join SRP. By that time, Albright had 

developed a reputation as a well-respected real estate professional with a background in law and 

finance. He had more than 30 years of experience working in commercial real estate development, 

including for SRP's competitors. Prior to working for SRP, Albright served as the lead developer 

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on 5 of the United States’ most valuable shopping centers. During its recruitment of Albright, SRP 

represented to him that SRP was likely to soon “go public” as a Real Estate Investment Trust

(“REIT”) and that Albright would likely be provided equity in the company as part of his 

compensation arrangement with SRP.

ANSWER: Based on the information available to SRP, this allegation is denied.

12. Albright worked at SRP as a Vice President of Development starting in April of 

2015 with the reasonable expectation that SRP would be offered as a publicly-traded REIT and 

that he would be offered equity in the company, as promised when he was recruited to join the 

company. His duties included negotiating and drafting occupancy agreements with shopping 

center department stores/tenants, working with municipalities, diversifying shopping center 

occupancy by adding hotels/multi-family and other non-retail uses and generally implementing 

development strategies for retail real estate projects.

ANSWER: SRP admits Albright worked at SRP as a Vice President of Development 

starting in April 2015. SRP denies the remainder of the allegations in this paragraph. 

13. By the final quarter of 2016, however, it became apparent that SRP’s statements 

about going public were not going to materialize. As a result, Albright began searching for new 

employment opportunities that would provide more favorable compensation and potential equity 

arrangements.

ANSWER: Denied.

14. By February of 2017, SRP became aware that Albright was seeking employment 

elsewhere. Accordingly, SRP, through its duly authorized agent, Scott Wolstein (“Wolstein”), 

SRP’s then CEO, promised Albright, on February 21, 2017, that SRP would be providing Albright 

with equity in the company as an inducement for his remaining employed with SRP. Wolstein and 

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SRP’s former COO, Scott Ball (“Ball”), had made similar promises to Albright on numerous 

occasions before then, including when Albright was first recruited to join SRP.

ANSWER: Denied.

15. In the Fall of 2017, Michael Glimcher (“Glimcher”) was named SRP’s new CEO, 

replacing Wolstein. Glimcher and SRP were aware that Albright, a key member of SRP’s 

Development Department, was actively seeking new employment. In late September of 2017, 

shortly after being named SRP’s CEO, Glimcher - - and with the knowledge that Albright was 

considering leaving SRP - - assured Albright that SRP was “going to take care of him” since he 

was “a well-respected professional.” Albright understood this to mean that SRP was going to 

increase his compensation as an inducement towards his continued employment with SRP.

ANSWER: Denied. 

16. SRP had an additional reason to induce Albright to remain with SRP at the time, as 

it had recently lost or was going to lose additional members of its Development Department 

imminently.

ANSWER: Denied. 

17. On October 27, 2017, in a follow-up to his conversation with Glimcher, Albright 

received a call from Carl Tash (“Tash”), SRP’s then acting Chief Operating Officer and Chief 

Strategy Officer. During this call, Tash informed Albright that: (1) Albright's salary would be 

increased to $275,000 retroactive to January 1, 2017; (2) Albright would receive an Earned Bonus 

of 50% of this increased base salary if his performance “met expectations” as reflected on his 2017 

annual performance review; and (3) Albright would receive an Earned Bonus of 75% of his 

increased base salary if his performance “exceeded expectations” as reflected on his annual 

performance review. Tash put no other qualifications or conditions on this compensation 

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agreement and expressly told Albright that these figures had been approved by defendant SCG, 

which controlled these types of compensation decisions.

ANSWER: SRP admits only that Tash increased Albright’s salary to $275,000 retroactive 

to January 1, 2017. SRP denies the remainder of the allegations in this paragraph. 

18. The conversations with Tash and the agreed-upon terms of Albright’s 2017 

compensation were memorialized through a November l, 2017 e-mail communication from Angie 

Demchenko (“Demchenko”), SRP’s then Head of Human Resources. The express purpose of this

e-mail from Demchenko was “to confirm some details on compensation ... ” following Albright’s 

conversation with Tash. See Exhibit A, the Agreement.

ANSWER: SRP admits that Demchenko sent Albright an email on November 1, 2017. 

SRP denies Albright’s characterization of Demchenko’s email, and denies that the email 

“memorialized” “the agreed-upon terms of Albright’s 2017 compensation.” SRP denies that the 

email fully or accurately describes the agreed upon terms of Albright’s 2017 compensation. SRP 

objects to Albright referring to Demchenko’s email as “the Agreement.” SRP denies that 

Demchenko’s email was an agreement. SRP denies the remainder of the allegations in this 

paragraph. 

19. Tash was carbon copied on the November 1, 2017 e-mail from Demchenko to 

Albright memorializing the Agreement. Tash never responded that the Agreement inaccurately or 

incompletely stated the agreed upon terms of Albright’s 2017 compensation, as approved by SCG. 

Tash never withdrew or amended the Agreement.

ANSWER: SRP admits that Demchenko copied Tash on her email to Albright. SRP 

denies Albright’s characterization of Demchenko’s email, and denies that the email 

“memorialized” “the agreed-upon terms of Albright’s 2017 compensation.” SRP denies that the 

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email fully or accurately describes the agreed upon terms of Albright’s 2017 compensation. SRP 

objects to Albright referring to Demchenko’s email as “the Agreement.” SRP denies that the email 

was an agreement. SRP denies that SCG ever approved Albright’s compensation. SRP denies the 

remainder of the allegations in this paragraph. 

20. In reliance on the aforementioned promises, Albright remained devoted to his work 

with SRP and suspended his search for new employment.

ANSWER: SRP denies the existence of the “aforementioned promises,” except that SRP

admits it agreed to increase Albright’s base salary to $275,000, retroactive to January 1, 2017. 

SRP lacks knowledge or information sufficient to form a belief about the truth of the allegations 

in the remainder of this paragraph and, on that basis, the allegations are deemed denied under Rule 

8(b)(5). 

21. Through the duration of 2017, Albright was never told by Tash, Demchenko or 

anyone else that his increased salary and Earned Bonus structure for 2017 would be dependent or 

in any way contingent on SRP's 2017 financial performance or that of SRP’s Development 

Department. To the contrary, it was represented to Albright that SRP had actually been liberal with 

bonus payments and pay raises to retain talent in light of SRP’s overall financial struggles.

ANSWER: Denied. 

22. Albright did in fact receive a retroactive pay increase in November of 2017, as 

promised by SRP and memorialized in the Agreement, giving him assurance that SRP intended to 

honor the promises it made in the Agreement.

ANSWER: SRP admits that it provided Albright a retroactive pay increase in November 

2017 (which it had approved in October 2017). SRP denies Albright’s characterization of 

Demchenko’s email, and denies that the email “memorialized” “the agreed-upon terms of 

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Albright’s 2017 compensation.” SRP denies that the email fully or accurately describes the agreed 

upon terms of Albright’s 2017 compensation. SRP objects to Albright referring to Demchenko’s 

email as “the Agreement.” SRP denies that Demchenko’s email was an agreement. SRP denies 

having provided Albright any assurance regarding his 2017 bonus, except the assurance that all

SRP bonuses are contingent and discretionary. SRP denies the remainder of the allegations in this 

paragraph.

23. On February 6, 2018, Tash called Albright to inform him that he had done a great 

job in 2017 and was graded at a 4.0 “Exceeds Expectations” on his annual performance review. 

Tash further told Albright that this was the highest grade received by anyone in SRP’s 

Development Department. However, Tash then advised that Albright would receive an Earned 

Bonus in the amount of 50% of his salary, plus an additional 3% to account for the fact that he 

would not be receiving an additional pay increase in 2018. Tash made no mention of the fact that

SRP had promised Albright a 75% Earned Bonus just a few months earlier if he earned an 

“Exceeds Expectations” rating on his 2017 performance review. See Exhibit A.

ANSWER: SRP admits that Albright received a discretionary bonus of $145,750, which 

was equal to 53% of his $275,000 base salary. SRP denies that it ever promised Albright a 75% 

bonus, as all SRP bonuses are contingent and discretionary. SRP denies the remainder of the 

allegations in this paragraph. 

24. Shortly after the February 6, 2018 call with Tash, Albright received his 2017 written 

performance review. This review confirmed that Albright’s performance in 2017 “Exceeded 

Expectations” in relation to every goal set for him during the calendar year. A copy of Albright’s 

2017 written annual performance review is attached as Exhibit B.

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ANSWER: SRP denies that Albright has accurately characterized the document attached 

to the Complaint as Exhibit B. SRP denies the remainder of the allegations in this paragraph. 

25. On February 7, 2018, Albright met with Demchenko to discuss his annual 

performance review and the issues pertaining to his 2017 compensation. During this meeting, 

Demchenko provided a confusing explanation, telling Albright that he had achieved 106% of his 

“target bonus” because of his exceptional performance. This was the first time anyone from SRP 

used the phrase “target bonus” in relation to Albright’s 2017 compensation. Albright then 

reminded Demchenko of the Agreement wherein SRP had promised to pay him a 75% Earned 

Bonus if he received a rating of “Exceeded Expectations” on his annual performance review. See 

Exhibit A. Albright further advised Demchenko that his “target bonus”, if there were such a thing, 

should therefore have been in an amount of 75% of his base salary, totaling $60,500 more than 

what he actually received. During this meeting, Demchenko then claimed that the amount of 

Albright’s bonus was actually based upon the fact that SRP’s Development Department got “hit”

on pay increases and bonuses, suggesting SRP had unilaterally decided that Albright's 2017 Earned 

Bonus was contingent on SRP’s performance, not his own.

ANSWER: SRP admits that, based on the performance of SRP and Albright in 2017,

Albright received a discretionary bonus of $145,750, which was equal to 53% of his $275,000 

base salary, for a total 2017 compensation of $420,750. SRP denies the remainder of the 

allegations in this paragraph.

26. Over the next month, Albright continued to express concern that SRP had not paid 

him his agreed upon compensation for 2017. Demchenko wrote Albright again on February 27, 

2018, claiming “decisions on compensation were made by the exec team factoring in firm, 

department and individual performance.” That same day, Ziegler wrote Albright, claiming that 

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Albright’s compensation was framed by “overall company struggles and missed benchmarks at 

every level.” Again, Albright was never previously told that his 2017 Earned Bonus would be 

contingent on SRP’s financial performance. Rather, Albright understood his increased 

compensation to have been an inducement towards his continued employment with SRP and 

consistent with Glimcher’s and Wolstein’s promises to “take care of” Albright, knowing that he 

was considering leaving the company.

ANSWER: SRP admits that Demchenko communicated to Albright, and further admits 

that, based on the performance of SRP and Albright in 2017, Albright received a discretionary 

bonus of $145,750, which was equal to 53% of his $275,000 base salary, for a total 2017 

compensation of $420,750. SRP denies the remainder of the allegations in this paragraph.

27. When explaining the reasons for Albright’s 2017 compensation and bonus, 

Demchenko and Ziegler never suggested that Albright had failed to meet any individual 

performance expectation, goals or criteria. To the contrary, Demchenko stated that Albright had 

demonstrated exceptional performance during the prior year.

ANSWER: Denied.

28. On March 6, 2018, Albright met with Ziegler to discuss the issues surrounding his 

2017 compensation. Yet again, Ziegler stated that the reasons for Albright’s compensation had to 

do with the company having an “overall bad year.” During this discussion, Ziegler admitted that 

the Agreement did not state that Albright’s compensation would be in any way contingent on 

company performance but claimed that it “should have” been.

ANSWER: SRP admits that Zeigler communicated with Albright, and further admits that 

based on the performance of SRP and Albright in 2017, Albright received a discretionary bonus 

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of $145,750, which was equal to 53% of his $275,000 base salary, for a total 2017 compensation 

of $420,750. SRP denies the remainder of the allegations in this paragraph.

29. The type of contingent bonus imagined by Ziegler and Demchenko would not make 

sense under the circumstances. During his March 6, 2018 meeting with Ziegler, Albright 

responded that, by the time he negotiated his increased compensation for 2017 (which occurred in 

late-October and early-November, more than 3/4 of the way through the year), SRP’s financial 

projections and outlook for the remainder of the year were clear. Ziegler agreed. This admission 

by Ziegler confirms SRP’s backtrack and the inherent inconsistency in its position. Either SRP 

promised a 75% Earned Bonus that could never be achieved in light of SRP's clear, known

financial woes (simply to keep Albright with the company) or the bonus structure was intended to 

be just as it was written, based upon Albright's performance, not SRP's.

ANSWER: SRP admits that, based on the performance of SRP and Albright in 2017,

Albright received a discretionary bonus of $145,750, which was equal to 53% of his $275,000 

base salary, for a total 2017 compensation of $420,750. SRP denies the remainder of the 

allegations in this paragraph.

30. On March 9, 2018, Albright had a follow-up conversation with Tash regarding 

SRP’s failure to pay him the 75% Earned Bonus. During this conversation, Tash reversed course, 

flatly contradicting the prior excuses repeated by Demchenko and Ziegler. During this 

conversation, Tash stated that he did not intend for Albright’s 75% Earned Bonus to be contingent 

on company performance. Rather, Tash claimed for the first time that the standard for receiving 

the 75% Earned Bonus was wholly discretionary and required Albright to not only “exceed 

expectations” but also to demonstrate “exceptional performance” during the year.

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ANSWER: SRP admits that Albright and Tash had a conversation on March 9, 2018 

concerning Albright’s 2017 bonus. SRP admits that Tash reminded Albright that SRP bonuses are 

wholly discretionary. SRP denies the remainder of the allegations in this paragraph.

31. Tash’s claim makes no sense. There was not and had never been an “exceptional 

performance” metric on SRP’s annual employee performance reviews. Indeed, that term is not 

defined, utilized or referenced anywhere in SRP’s formal performance review process.

ANSWER: Denied. 

32. Tash never explained to Albright how he could have “exceeded expectations”

through anything less than exceptional performance. There had never previously been any 

suggestion Albright’s performance during 2017 was anything but exceptional.

ANSWER: Denied. 

33. Tash’s claim was nothing more than an attempt to rewrite the Agreement and to 

circumvent SRP’s obligation to pay Albright the 75% Earned Bonus as promised. This March 9, 

2018 conversation was the first time anyone at SRP had ever claimed that Albright did not 

somehow meet the individual performance standard required for the 75% Earned Bonus.

ANSWER: SRP denies that the November 1, 2017 email from Demchenko to Albright 

fully or accurately describes the agreed upon terms of Albright’s 2017 compensation. SRP objects 

to Albright referring to Demchenko’s email as “the Agreement.” SRP denies that Demchenko’s 

email was an agreement. SRP denies the remainder of the allegations in this paragraph. 

34. In mid-March 2018, after receiving conflicting explanations from Tash, 

Demchenko and Ziegler, Albright asked Ziegler if he should escalate his dispute to Glimcher, 

SRP's new CEO. They both told Albright that would not be advisable. Albright followed their 

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advice for fear of retaliation and did not raise the issue with Glimcher; but, at no point did he ever 

waive his claim to the 75% Earned Bonus.

ANSWER: Denied. 

35. At all times alleged above, Ziegler, Demchenko, Tash, Wolstein, Ball and Glimcher 

were acting as duly authorized agents, officers and representatives of SRP. Each of them were 

acting within the scope of their authority to negotiate Albright’s compensation, to communicate 

essential terms about his compensation and to evaluate Albright’s performance with SRP.

ANSWER: SRP admits that Ziegler, Tash, Demchenko and Glimcher had input into 

Albright’s 2017 bonus. SRP denies the remainder of the allegations in this paragraph.

36. Starting in early December of 2017, Ziegler, in his role as SRP’s COO, had the 

authority to determine whether to distribute earned bonuses to SRP’s employees and it was Ziegler 

who ultimately made the decision to pay Albright a bonus less than the 75% Earned Bonus to 

which SRP had previously agreed.

ANSWER: SRP admits that in December 2017, Ziegler was SRP’s COO and had some 

input into employee bonuses. SRP denies the remainder of the allegations in this paragraph. 

37. SRP terminated Albright’s employment as of June 5, 2020.

ANSWER: Admitted. 

COUNT I

Breach of Contract by SRP and SCG

38. Paragraphs 1 through 37 are adopted and incorporated as and for paragraphs 1 

through 38 of Count I.

ANSWER: SRP incorporates by reference its answers to Paragraphs 1 through 37 of the 

Complaint.

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39. At all relevant times, the November 1, 2017 correspondence (Exhibit A) reflected 

the terms of a valid and enforceable contract setting forth the terms of Albright’s 2017 

compensation with SRP (the “Agreement”).

ANSWER: Denied.

40. Albright substantially performed all of his material obligations under the terms of 

the Agreement and, in fact, exceeded expectations in his performance as a Vice President of 

Development for SRP in 2017.

ANSWER: Denied.

41. SRP breached the Agreement by failing to pay Albright the 75% Earned Bonus for 

2017, despite the fact that he “Exceeded Expectations” for each of his goals during the year and 

otherwise met all required performance criteria in 2017.

ANSWER: Denied.

42. SRP breached the Agreement by unilaterally imposing additional criteria and 

insisting that Albright's 75% Earned Bonus was subject to various “company performance” and/or 

“department performance” qualifications or conditions that were never previously communicated 

to Albright and were not a part of the Agreement.

ANSWER: Denied.

43. SRP breached the Agreement by unilaterally insisting that Albright’s 75% Earned 

Bonus for 2017 was subject to an “exceptional performance” criteria, a phrase that is not defined, 

used or referenced anywhere in SRP's annual performance metrics, employment manuals or review 

forms.

ANSWER: Denied.

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44. As a result of SRP’s breach of the Agreement as recited in this Count and in the 

foregoing paragraphs, Albright has been injured and sustained damages in excess of $75,000.

ANSWER: Denied.

45. Albright is entitled to pre-judgment interest under Section 2 of the Interest Act, 815 

ILCS 205/.01, et seq. at 815 ILCS 205/2.

ANSWER: Denied. 

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, including all claims asserted in 

Count I of Albright’s Complaint, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

COUNT II

Violation of the Illinois Wage Payment and Collection Act by SRP and SCG

46. Paragraphs l through 37 are adopted and incorporated as and for paragraphs through 

45 of Count II.

ANSWER: SRP incorporates by reference its answers to Paragraphs 1 through 37 of the 

Complaint.

47. At all relevant times hereto, there was in force and effect in Illinois a statute entitled 

the Wage Payment and Collection Act, 820 ILCS 115/1 et seq. (the “IWPCA”).

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ANSWER: SRP admits that the IWPCA was in full force and effect from 2015 to the 

present, but denies that the IWPCA applies here. 

48. SRP is an employer within the meaning of Section 2 of the IWPCA.

ANSWER: The allegations of this paragraph state a legal conclusion to which no answer 

is required. To the extent the allegations can be deemed allegations of fact such that an answer is 

required, SRP denies the allegations of this paragraph. 

49. SCG is also an employer within the meaning of Section 2 of the IWPCA inasmuch 

as it approved the terms of Albright's compensation and was, at a minimum, “indirectly”

responsible for payment of Albright's wages. See 820 ILCS 115/2.

ANSWER: The allegations of this paragraph state a legal conclusion to which no answer 

is required. To the extent the allegations can be deemed allegations of fact such that an answer is 

required, SRP denies the allegations of this paragraph.

50. Albright is an employee within the meaning of Section 2 of the IWPCA.

ANSWER: The allegations of this paragraph state a legal conclusion to which no answer 

is required. To the extent the allegations can be deemed allegations of fact such that an answer is 

required, SRP denies the allegations of this paragraph.

51. The Earned Bonus in the amount of 75% of Albright’s 2017 base salary, as 

promised to Albright for “exceeding expectations” constitutes “wages” under Section 2 of the 

IWPCA.

ANSWER: Denied. 

52. Section 5 of the IWPCA provides, among other things, that final compensation is 

due from an employer to a separated employee at the time of separation, if possible, but in no event 

later than the next pay day.

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ANSWER: The allegations of this paragraph state a legal conclusion to which no answer 

is required. To the extent the allegations can be deemed allegations of fact such that an answer is 

required, SRP denies the allegations of this paragraph.

53. SRP and SCG’s failure to pay Albright the 75% Earned Bonus was and is a 

violation of the IWPCA.

ANSWER: Denied.

54. SRP and SCG’s failure to pay Albright all final compensation due at the time of his 

separation from SRP on June 5, 2020, was and is a violation of the IWPCA.

ANSWER: SRP denies that it (or SCG) failed to pay Albright any compensation owing 

to him. SRP denies the remainder of the allegations in this paragraph.

55. Albright is entitled to pre-judgment interest under Section 2 of the Interest Act, 815 

ILCS 205/.01 et seq. at 815 ICLS 205/2.

ANSWER: Denied.

56. Albright is entitled to attorneys’ fees by authority of the Attorneys’ Fees and Wage 

Actions Act, 705 ILCS 225/.01 et seq. The filing of this action was preceded by the making of a 

written demand by Albright to SRP, in February of 2017, within the meaning of 705 ILCS 225/1, 

and more recently by his counsel on June 10, 2020.

ANSWER: Denied.

57. Albright is also entitled to reasonable attorneys’ fees and additional damages in the 

amount of two percent (2%) of the amount of unpaid wages for each and every month SRP and 

SCG has failed to pay his 75% Earned Bonus, starting in January of 2018, under Section 14 of the 

IWPCA, 820 ILCS 115/14.

ANSWER: Denied.

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WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, including all claims asserted in 

Count II of Albright’s Complaint, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

COUNT III

Violation of the Illinois Wage Payment and Collection Act by Ziegler

58. Paragraphs 1 through 37 are adopted and incorporated as and for paragraphs 

through 57 of Count III.

ANSWER: Because Albright asserts the allegations in this paragraph solely against 

Ziegler, SRP does not need to provide any answer to the allegations in this paragraph. To the 

extent an answer is required, SRP incorporates by reference its answers to Paragraphs 1 through 

37 of the Complaint.

59. Ziegler was an officer and agent of SRP, an employer under the IWPCA.

ANSWER: Because Albright asserts the allegations in this paragraph solely against 

Ziegler, SRP does not need to provide any answer to the allegations in this paragraph. To the 

extent an answer is required, SRP admits that Ziegler was an officer of SRP, and denies the 

remainder of the allegations in this paragraph. 

60. Ziegler failed and refused to pay Albright the 75% Earned Bonus he was entitled 

to under the Agreement in violation of the IWPCA.

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ANSWER: Because Albright asserts the allegations in this paragraph solely against 

Ziegler, SRP does not need to provide any answer to the allegations in this paragraph. To the 

extent an answer is required, SRP denies the allegations in this paragraph. 

61. Ziegler further violated the IWPCA by imposing additional qualifications and 

conditions on Albright’s 2017 compensation that were inconsistent with the terms of the 

Agreement.

ANSWER: Because Albright asserts the allegations in this paragraph solely against 

Ziegler, SRP does not need to provide any answer to the allegations in this paragraph. To the 

extent an answer is required, SRP denies the allegations in this paragraph.

62. Through his actions, Ziegler knowingly permitted SRP to violate the provisions of 

the IWPCA, and as such, he is an employer of Albright within the meaning of Section 13 of the 

IWPCA, and is personally liable to Albright for his unpaid wages outlined herein.

ANSWER: Because Albright asserts the allegations in this paragraph solely against 

Ziegler, SRP does not need to provide any answer to the allegations in this paragraph. To the 

extent an answer is required, SRP denies the allegations in this paragraph.

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, including all claims asserted in 

Count III of Albright’s Complaint, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

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COUNT IV

Promissory Estoppel

63. Paragraphs 1 through 37 are adopted and incorporated as and for paragraphs 

through 63 of Count V.

ANSWER: SRP incorporates by reference its answers to Paragraphs 1 through 37 of the 

Complaint.

64. SRP, through its duly authorized agents and representatives, repeatedly and 

unambiguously promised Albright equity in SRP and a 75% Earned Bonus for 2017 if his 

performance exceeded expectations.

ANSWER: Denied.

65. Albright relied on SRP’s promises by joining SRP and remaining with SRP rather 

than pursuing more lucrative employment opportunities elsewhere.

ANSWER: Denied.

66. Albright’s reliance was reasonable and foreseeable to SRP since SRP knew that 

Albright was considering leaving SRP and was induced to stay after being promised additional 

compensation.

ANSWER: Denied.

67. Albright has been damaged as a result of his reliance on SRP’s promises. He did 

not receive the 75% Earned Bonus promised to him and remained employed with SRP, declining 

to pursue other, more lucrative employment opportunities.

ANSWER: Denied.

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

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A. Dismissing Albright’s Complaint in its entirety, including all claims asserted in 

Count IV of Albright’s Complaint, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

COUNT V

Unjust Enrichment

68. Paragraphs 1 through 37 are adopted and incorporated as and for paragraphs 1 

through 67 of Count VI.

ANSWER: SRP incorporates by reference its answers to Paragraphs 1 through 37 of the 

Complaint.

69. SRP has been unjustly enriched through its failure to pay Albright his 75% Earned 

Bonus and through continued services rendered by Albright in reliance on SRP's false promises 

about increased compensation.

ANSWER: Denied. 

70. SRP’s retention of these benefits would violate fundamental principles of justice, 

equity and good conscience.

ANSWER: Denied.

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, including all claims asserted in 

Count V of Albright’s Complaint, with prejudice;

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B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

GENERAL DENIAL

SRP has endeavored to address all of the allegations directed at it in the Complaint. To the 

extent SRP has not specifically mentioned or directly responded to any of Albright’s allegations, 

SRP respectfully denies those allegations.

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

AFFIRMATIVE DEFENSES

Defendant Starwood Retail Partners, LLC (“SRP”), in addition to the affirmative matters 

set forth in its Answer (supra), and incorporating by reference the allegations of fact set forth in 

Paragraphs 1 through 62 of SRP’s Counterclaim (infra), respectfully asserts the following 

affirmative defenses to the Complaint filed by Plaintiff John A. Albright (“Albright”):

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AFFIRMATIVE DEFENSE NO. 1

FAILURE TO STATE A CLAIM

Albright’s Complaint should be dismissed, in whole or in part, because he has failed to 

state a claim upon which relief may be granted.

AFFIRMATIVE DEFENSE NO. 2

FAILURE OF CONSIDERATION

Albright is barred from recovering any damages, and any failure of performance by SRP

is excused, because he failed to provide SRP proper consideration for entering into any contracts.

AFFIRMATIVE DEFENSE NO. 3

BREACH OF REPRESENTATIONS AND WARRANTIES

Albright is barred from recovering any damages, and any failure of performance by SRP

is excused, because Albright breached the representations and warranties in any contract with SRP.

AFFIRMATIVE DEFENSE NO. 4

FAILURE TO SATISFY CONDITION PRECEDENT

Albright is barred from recovering any damages, and any failure of performance by SRP

is excused, because Albright failed to satisfy the conditions precedent of any contract with SRP. 

AFFIRMATIVE DEFENSE NO. 5

FULL PERFORMANCE / NO BREACH

Albright is barred from recovering any damages because SRP fully performed under each 

of its contracts with Albright, and SRP did not breach any contracts with Albright. 

AFFIRMATIVE DEFENSE NO. 6

RESCISSION

Albright is barred from recovering any damages, and any failure of performance by SRP

is excused, because SRP is entitled to rescind any contracts with Albright due to his having 

fraudulently induced SRP to enter into the contracts. 

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AFFIRMATIVE DEFENSE NO. 7

AGREEMENT VOIDABLE OR INVALID

Albright is barred from recovering any damages, and any failure of performance by SRP 

is excused, because any contracts at issue are voidable or invalid.

AFFIRMATIVE DEFENSE NO. 8

FIRST BREACH

Albright is barred from recovering any damages, and any failure of performance by SRP

is excused, pursuant to the doctrine of first breach.

AFFIRMATIVE DEFENSE NO. 9

ADEQUATE REMEDY AT LAW

Albright’s equitable claims are barred to the extent he has an adequate remedy at law. 

AFFIRMATIVE DEFENSE NO. 10

EXISTENCE OF EXPRESS CONTRACT

Albright’s equitable claims are barred to the extent an express contract governed the acts 

at issue.

AFFIRMATIVE DEFENSE NO. 11

NO DUTY

Albright’s equitable claims are barred because SRP owed no duty to Albright the alleged 

breach of which could serve as the basis for an equitable claim in this lawsuit. 

AFFIRMATIVE DEFENSE NO. 12

LACK OF INEQUITABLE CONDUCT 

Albright’s equitable claims are barred because SRP did not act inequitably towards 

Albright. 

AFFIRMATIVE DEFENSE NO. 13

UNCLEAN HANDS

Albright, pursuant to the doctrine of unclean hands, is barred from recovering any damages.

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AFFIRMATIVE DEFENSE NO. 14

SET OFF

To the extent Albright suffered any damages proximately caused by SRP (and he did not), 

then the amount of those damages may only be applied as set-off against the far greater sums of 

money that Albright owes to SRP because of the conduct set forth in SRP’s Counterclaim, infra. 

AFFIRMATIVE DEFENSE NO. 15

PROMISSORY AND EQUITABLE ESTOPPEL

In initially employing Albright, and later continuing to employ him, SRP relied on 

Albright’s several assurances that he agreed SRP’s bonuses were discretionary and contingent. 

Albright is thus precluded, under the doctrines of promissory and equitable estoppel, from pursuing 

claims against SRP based upon any theory that SRP’s bonuses are not discretionary and contingent.

AFFIRMATIVE DEFENSE NO. 16

FAILURE TO MITIGATE

Albright has failed to mitigate any damages he purportedly sustained as a result of the 

conduct alleged in the Complaint. 

AFFIRMATIVE DEFENSE NO. 17

NO DAMAGES

Albright has suffered no damages or injury whatsoever as a result of SRP’s alleged 

conduct.

AFFIRMATIVE DEFENSE NO. 18

WAIVER

Albright’s claims are barred by the doctrine of waiver, as he waived any and all 2017 bonus 

claims in October 2017 and in March 2018. 

AFFIRMATIVE DEFENSE NO. 19

RELEASE

Albright’s claims are barred by the doctrine of release, as he released any and all 2017 

bonus claims in October 2017 and in March 2018.

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AFFIRMATIVE DEFENSE NO. 20

LACHES

Albright’s claims are barred by the doctrine of laches, as Albright’s unreasonable delay in 

asserting his 2017 bonus claim caused SRP to pursue a course it would not have otherwise taken.

AFFIRMATIVE DEFENSE NO. 21

THE 2017 BONUS WAS NOT EARNED

Albright’s wage claims are barred because there was no unequivocal promise by SRP to 

pay him a 2017 bonus; no bonus might have been paid in any particular year (including 2017); all 

SRP bonuses are based, in part on firm performance; all the requirements to obtain a bonus were 

not met; Albright is no longer eligible for a bonus because he is no longer on SRP’s payroll; and 

the 2017 bonus was not “earned.” 

AFFIRMATIVE DEFENSE NO. 22

ATTORNEYS’ FEES NOT RECOVERABLE

Albright is not entitled to attorneys’ fees under 705 ILCS 225/.01, et seq., because the 

alleged written demand did not comply with 705 ILCS 225/1, and 705 ILCS 225/.01, et seq., does 

not apply here. Albright is not entitled to attorneys’ fees for any other reason. 

AFFIRMATIVE DEFENSE NO. 23

NONRESIDENT OF ILLINOIS

Albright is not entitled to a judgment under the Illinois Wage Payment and Collection Act 

because he is not a resident of Illinois and, on information and belief, was not a resident of Illinois 

at any time during his employment with SRP. 

AFFIRMATIVE DEFENSE NO. 24

IMPROPER FORUM

Albright, under 820 ILCS 115/11, is not entitled to file an action for alleged violation of 

the Illinois Wage Payment and Collection Act in federal court. 

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RESERVATION OF AFFIRMATIVE DEFENSES

Albright expressly reserves his rights to assert any additional defenses as they become 

known or available during the pendency of this matter.

JURY DEMAND

SRP hereby demands a jury trial on all matters alleged in Albright’s Complaint.

WHEREFORE, for all of the reasons set forth above, Defendant Starwood Retail Partners, 

LLC (“SRP”), respectfully requests that this Court enter judgment in its favor and against the 

Plaintiff, John A. Albright (“Albright”), and enter an Order:

A. Dismissing Albright’s Complaint in its entirety, with prejudice;

B. Denying all relief sought by Albright in his Complaint;

C. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this action; and

D. Awarding to SRP any such other and further relief as the Court deems just.

COUNTERCLAIMS

Counter-Plaintiff Starwood Retail Partners, LLC (“SRP” or the “Company”)), by and 

through its undersigned counsel, for its Counterclaims against Counter-Defendant John A. 

Albright (“Albright”), alleges as follows:

PRELIMINARY STATEMENT

1. In 2017, SRP – Albright’s former employer – awarded Albright a discretionary 

bonus of $145,750, equal to 53% of his $275,000 base salary based on individual and Company 

performance. 

2. In truth, Albright was not “entitled” to any bonus from the Company. All SRP 

bonuses are discretionary and contingent, and based on individual and firm performance. Thus,

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no matter how well an employee of SRP might perform and no matter how well SRP itself might 

perform, SRP is entitled to award any bonus it sees fit, or no bonus at all.

3. Albright himself understood and repeatedly agreed that any SRP bonuses would be 

discretionary and contingent. These agreements, however, comprised a pattern of knowingly and 

materially false promises and representations that Albright made to SRP over the course of several 

years for his personal gain.

4. For instance, to convince SRP to employ him, Albright signed a March 17, 2015 

offer letter that expressly provided that all bonuses during his employment would be discretionary 

and contingent. 

5. Similarly, in October 2017, as part of a ploy to have SRP retroactively increase his 

earlier compensation, Albright re-acknowledged the terms of that offer letter, and again agreed 

that all SRP bonuses are discretionary and contingent.

6. In February 2018, SRP awarded Albright a generous bonus equal to 53% of his 

base salary, despite the fact that SRP had had a difficult year, and despite that Albright’s 2017 

performance was only slightly above average. Nevertheless, Albright was unhappy with his 

$145,750 bonus – even though it made him one of the highest paid employees in Company history.

7. After receiving his $145,750 bonus payment, Albright argued that he was entitled

to more bonus compensation – specifically, to a 2017 bonus payment equal to 75% of his base 

salary. By claiming entitlement to any bonus, Albright was taking a position directly contrary to 

his 2015 offer letter acknowledgement, and directly contrary to the representations he made to 

SRP senior management five months prior, in October 2017. 

8. When Albright raised this issue with SRP senior management during meetings in 

February and March 2018, they reminded him that SRP’s bonuses were discretionary and 

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contingent, and based on individual and firm performance – a fact he clearly understood and to 

which he readily agreed. Accordingly, SRP refused to increase Albright’s 2017 bonus, and, in 

fact, considered terminating Albright’s employment based on his unscrupulous conduct.

9. Perhaps recognizing that he had gone too far, Albright responded by assuring SRP’s 

senior management that he was “committed to SRP” and that the dispute over his 2017 bonus was 

fully resolved. Based upon Albright’s representations, SRP agreed to continue his employment 

with the Company. 

10. For the next two years, until his June 5, 2020 termination (as part of a reduction in 

force), SRP continued to pay Albright hundreds of thousands of dollars per year in salary and 

bonuses. Indeed, during his last year of employment, he was the sixth highest-paid SRP employee, 

out of nearly 400 employees.

11. After Albright’s termination, SRP learned that Albright’s agreements and 

representations about the discretionary and contingent nature of SRP’s bonuses – and the 

resolution of his 2017 bonus dispute – were false. 

12. On August 3, 2020, Albright sued SRP in this action to recover an allegedly unpaid 

2017 bonus, which he did not earn and to which he is not entitled. 

13. In this action, SRP asserts counterclaims against Albright arising out of his pattern 

of duplicity towards SRP. Specifically, SRP asserts below counterclaims for promissory fraud 

(Count I), promissory estoppel (Count II), fraudulent inducement (Count III), breach of fiduciary 

duty (Count IV), breach of contract (Count V), and unjust enrichment (Count VI).

THE PARTIES

14. SRP is a commercial real estate company specializing in the development, 

management, and leasing of retail property in shopping malls and lifestyle centers across the U.S.

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15. SRP’s headquarters are located in Chicago, Illinois. 

16. Albright is a former Vice President of Development for SRP. Based upon 

information and belief, Albright is an attorney, licensed to practice law by the state of Nebraska, 

and has been a member of that state’s bar since 1985.

17. Based upon information and belief, from 2015 to the present, Albright has been a 

resident of Indiana. 

JURISDICTION

18. SRP’s counterclaims are compulsory counterclaims under Federal Rule of Civil 

Procedure 13(a)(1) because they arise out of the transaction or occurrence that is the subject matter 

of Albright’s Complaint, and they do not require adding another party over whom the Court cannot 

acquire jurisdiction. 

FACTUAL BACKGROUND

A. SRP’s Offer of Employment

19. On March 17, 2015, Albright received a written offer of employment from SRP’s 

Vice President of Human Resources, Megan Van Pelt, for the full-time position of “VP of 

Development” at “Starwood Retail Partners, LLC.” A true and correct copy of this offer letter, 

signed by Albright, is attached hereto as Exhibit A. 

20. The March 17, 2015 offer letter provided important limitations on, and minimum 

requirements for receiving, bonuses from SRP. The offer letter stated, for instance, that:

• Albright would be eligible to receive “discretionary incentive compensation 

bonus[es]” from SRP on a contingent basis;

• “Any bonus paid to [Albright] will be based on, among other things, individual and 

firm performance, and will be determined in the Company’s sole discretion....”;

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• “Bonuses are considered ‘earned’ on the date that they are paid ..., and [Albright] 

must be a full-time employee in good standing with the Company on the date any 

bonus is paid.”; and

• The maximum possible bonus “is 75% of base salary.” 

21. Albright signed the March 17, 2015 offer letter and accepted the job of Vice 

President of Development at SRP, starting April 19, 2015. 

22. By signing the March 17, 2015 offer letter and joining SRP, Albright represented

that he agreed all SRP bonuses would be discretionary and contingent. He also implicitly 

represented that he would not sue SRP on the basis of any allegedly unpaid bonus. 

23. In fact, these representations were knowingly false. At all times, unbeknownst to 

SRP, (i) Albright intended to take the position that SRP’s bonuses are not contingent and not 

discretionary, and (ii) he intended to sue SRP if it did not provide him with the maximum possible 

annual “bonus” payments, even if he had not earned them. 

24. SRP reasonably relied on its belief in the truth of Albright’s representations. Had 

SRP known that Albright did not actually agree that SRP’s bonuses were discretionary and 

contingent, or that Albright intended to sue SRP if it did not award him the maximum possible 

annual “bonus” amounts (regardless of “individual and firm performance”), then it never would 

have employed him. 

25. This was the beginning of Albright’s pattern of making knowingly and materially 

false promises and representations to SRP for his personal benefit and to the detriment of the 

Company. 

26. In April 2015, Albright began working at SRP as one of its highest-paid employees. 

By virtue of his role as an officer of SRP, Albright owed the Company heightened duties of good 

faith, loyalty, and candor. 

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B. The October 2017 Dispute Over Earlier Pay

27. In October 2017, Albright manufactured a “misunderstanding” about the nature of 

his compensation with SRP.

28. In an October 27, 2017 conversation with Carl Tash (then SRP’s Chief Strategy 

Officer), Albright falsely claimed that he was entitled to a larger 2016 bonus, and a higher 2017 

salary, than SRP had paid him, notwithstanding his offer letter. 

29. In truth, however, Albright had always understood (i) that his offer letter governed 

the terms of his compensation, (ii) that all SRP bonuses are contingent and discretionary, and (iii) 

that he was not entitled to a larger 2016 bonus or a higher 2017 salary.

30. During this conversation, Tash told Albright that he should never expect a bonus 

from SRP unless he “exceeds expectations via exceptional performance” and goes “above and 

beyond” expectations. This was not to say, however, that Albright would obtain any bonus for 

such performance; on the contrary, Tash reminded Albright (i) that no matter Albright’s individual 

performance or SRP’s overall firm performance, all SRP bonuses are discretionary and contingent, 

and (ii) that Albright had signed an offer letter agreeing to that. 

31. Despite that Albright was not entitled to any retroactive compensation increase, 

SRP agreed, on October 27, 2017, to retroactively increase his 2016 compensation, and his 2017 

base salary (to $275,000).

32. SRP agreed to this retroactive compensation increase in reliance on the 

representations that Albright made during his October 27, 2017 conversation with Tash. During

that conversation, Albright (i) re-acknowledged the terms of the 2015 offer letter he had signed; 

(ii) represented to Tash that, based on Tash’s explanation to him, Albright understood that the 

terms of his 2015 offer letter – including the provision stating that all SRP bonuses are 

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discretionary and contingent – applied to all bonuses, including his then-upcoming 2017 bonus;

and (iii) represented that he would never again take the position that SRP bonuses are not 

discretionary and contingent, or the position that he is entitled to any bonus whatsoever. 

33. Albright’s representations, however, were knowingly false. Unbeknownst to SRP, 

(i) Albright did not actually agree that SRP’s bonuses were discretionary and contingent, and (ii)

he intended to sue SRP if it did not award him the maximum possible annual bonus, based on the 

false idea that his bonus was somehow guaranteed.

34. Albright made these misrepresentations to induce SRP to (i) retroactively increase 

his 2016 bonus and 2017 salary, and (ii) continue employing him and paying him hundreds of 

thousands of dollars per year.

35. SRP reasonably relied on its belief in the truth of Albright’s representations. Had 

SRP known that Albright did not actually agree that SRP’s bonuses were discretionary and 

contingent, or that Albright intended to sue SRP if it did not award him a large enough bonus, then 

SRP would not have retroactively increased Albright’s compensation by any amount, and it would 

not have continued employing Albright. 

36. On November 1, 2017, Albright received an e-mail message from Angie 

Demchenko (then SRP’s Vice President of Human Resources), confirming several of the details 

from Albright’s October 27, 2017 conversation with Tash. Demchenko confirmed, for instance, 

that Tash had told Albright that he could expect his 2017 bonus to be in “the range of 50-75% of 

[his] base salary for the year; 50% will be for ‘meeting expectations’ and 75% will be for 

‘exceeding expectations via exceptional performance.’” A true and correct copy of this email is 

attached hereto as Exhibit B. 

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37. Demchenko’s November 1, 2017 email also very clearly stated that Albright’s 

bonus compensation: (a) would at all times be contingent, as he would have received no bonus if 

his performance fell below a “meeting expectations” threshold; (b) would at all times be

discretionary, as his bonus was dependent upon SRP’s expectations and its subjective evaluation 

of his (and the Company’s) comparative and qualitative performance; and (c) if awarded at all, 

would be in a discretionary range of 50-75% of his base salary. 

C. Albright’s 2017 Performance and Bonus

38. On November 27, 2017, Demchenko sent Albright an email describing several of

SRP’s performance ratings. 

39. At the end of 2017, Albright completed a performance evaluation for himself. In 

several categories, he scored himself a 4.0 out of a possible 5.0. In other words, Albright admitted 

that his performance was only 80% as good as it could have been – the equivalent of a “B minus” 

performance. 

40. In one category on his self-evaluation, Albright rated his performance a 3.0 out of 

a possible 5.0, meaning that he merely “Met Expectations.” This corresponds to 60% of the 

maximum, or, at best, a “D-minus” performance.

41. In other words, Albright admitted that his work in 2017 was not exemplary and that 

it did not completely “exceed expectations” (let alone exceed expectations via exceptional 

performance).

42. In truth, Albright’s 2017 performance was slightly above average, but not 

exemplary. He did not “exceed expectations via exceptional performance,” and he did not go 

“above and beyond.”

43. In 2017, the company-wide “firm performance” of SRP was far below expectations.

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44. In early February 2018, SRP awarded Albright his 2017 bonus: a discretionary 

bonus of $145,750, which was equal to 53% of his $275,000 base salary (for a total 2017 

compensation of $420,750). SRP based this bonus award in part on the underwhelming 

performance of both Albright and the Company in 2017. 

45. Albright’s 53% bonus was clearly within “the range of 50-75% of [his] base salary” 

that Tash, in October 2017, had told Albright he could likely expect to receive. 

D. The March 2018 Dispute Over Albright’s 2017 Bonus

46. Albright was not happy with receiving a bonus of $145,750, because it was “only” 

53% of his $275,000 base salary. In February 2018, he began seeking an increase of his 2017 

bonus from 53% (or $145,750) to 75% (or $206,250) of his base salary. 

47. Despite having represented to SRP in 2015 and 2017 that he agreed all SRP bonuses 

were discretionary and contingent, Albright began complaining that he was entitled to receive a 

“75% bonus” instead of a “53% bonus.”

48. Albright based his bonus “entitlement” theory on Demchenko’s November 1, 2017 

email, which noted that a minimum requirement for obtaining a 75% bonus is “exceeding 

expectations via exceptional performance,” and his self-evaluation. 

49. Albright’s theory had, and has, several fatal flaws. For one, 53% was within “the 

range of 50-75%” that Tash told Albright he could likely expect to receive for his 2017 bonus. In 

addition, because Albright did not “exceed expectations via exceptional performance,” Albright 

did not even meet the criteria that he claims could have entitled him to a 75% bonus (moreover, 

SRP’s bonuses are based on individual and firm performance, and SRP’s 2017 performance was 

far below expectations). And most importantly, SRP’s bonuses at all times remained discretionary 

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and contingent. That is, at all times, SRP had the discretion to award Albright any bonus, or no 

bonus at all. 

50. Nevertheless, in February 2018, Albright told Demchenko that he believed he was 

“entitled” to a 75% bonus. On February 27, 2018, Demchenko reminded Albright yet again that 

bonus decisions factor in both individual and firm performance. Demchenko also encouraged 

Albright to bring his concerns to Tash and Jeff Ziegler (then SRP’s Chief Operating Officer). In 

that regard, Demchenko stated as follows:

Given your retroactive increase late in 2017 and the 2017 bonus 

payout being within the range communicated to you, I don’t know 

what more you’d like to discuss on the matter, but I did give Jeff and

Carl a heads up that we chatted and told them, like I mentioned to 

you, that if you wanted to continue the conversation you would 

reach out to them directly.

51. Accordingly, Albright met with Ziegler on March 6, 2018, and with Tash on March 

9, 2018, to discuss the amount of his 2017 bonus. During those meetings, SRP’s senior 

management explained the bonus calculations to Albright, reminded him that all SRP bonuses are 

discretionary and contingent, and explained that Albright’s 2017 bonus payment would not be 

increased above what he had earned – i.e., $145,750, or 53% of his base salary.

52. SRP’s senior management was unhappy that Albright was claiming entitlement to 

a 75% bonus, particularly because Albright had acknowledged to SRP the discretionary and

contingent nature of SRP’s bonuses just five months earlier (in October 2017), when SRP agreed 

to retroactively increase Albright’s 2016 bonus and 2017 salary. SRP’s management considered 

terminating Albright’s employment based on his over-reaching behavior. 

53. During their March 9, 2018 conversation, Albright represented to Tash (i) that he 

understood that he was not entitled to any additional 2017 bonus, (ii) that the dispute over his 2017 

bonus was resolved, and (iii) that he would not take any further action regarding the dispute over 

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his 2017 bonus. Based on Albright’s representations and assurances in this conversation, SRP 

decided to not terminate Albright’s employment.

54. Albright, however, knew the representations he made during the March 9, 2018 

meeting were false. Unbeknownst to SRP, Albright continued to disagree as to whether SRP’s 

bonuses are discretionary and contingent, and he began planning to sue SRP over his 2017 bonus. 

Albright – who had been a lawyer for more than 30 years – made these misrepresentations to SRP 

intending to induce SRP to (i) retroactively increase his pay in October 2017, and (ii) continue 

employing him while he positioned himself to later sue SRP. 

55. SRP reasonably relied on its belief in the truth of Albright’s representations by 

agreeing to continue employing Albright.

56. SRP would not have continued to employ Albright if it had known that (i) Albright 

understood SRP’s bonuses not to be discretionary and contingent, (ii) Albright was planning to 

take the position that he was entitled to a bonus in excess of whatever bonus SRP elected to award

him – if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright 

believed the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further 

action regarding his 2017 bonus.

E. Albright’s Continued Employment and Eventual Termination

57. SRP continued employing Albright after March 9, 2018. 

58. During a follow-up meeting in April 2018, Albright again affirmed that any dispute 

over his 2017 bonus was fully resolved to his satisfaction. Albright sent an e-mail message to 

Ziegler after this meeting, stating, “Jeff thanks for the meeting today. I am not sure I fully 

completed the circle. To be clear I’m committed to SRP I like what I’m doing here, the work is 

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challenging, I like the projects I have and probably will have and I like the people. Not sure I made 

that clear in our meeting.”

59. During his last year of employment, Albright’s annual base salary was $280,500, 

making him the sixth-highest paid employee at SRP.

60. On June 5, 2020, SRP terminated Albright’s employment as part of a reduction in 

force. 

61. Between Albright’s October 27, 2017 conversation with Tash and his June 5, 2020 

termination, SRP paid Albright more than one million dollars – specifically, $1,131,055.09 – in 

salary and bonuses.

62. On August 3, 2020, Albright filed this lawsuit against SRP, alleging that he was 

entitled to a 75%, rather than 53%, bonus in 2017. The foundational theory of Albright’s lawsuit 

is that SRP bonuses are neither discretionary nor contingent. 

COUNT I – PROMISSORY FRAUD

63. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

64. Albright engaged in a scheme to defraud SRP. In furtherance of that scheme, 

Albright made a pattern of knowingly and materially false promises and representations to SRP.

65. On March 17, 2015, Albright received a written offer of employment from SRP 

stating that he would be eligible to receive “discretionary incentive compensation bonus[es]” from 

SRP, on a contingent basis. The offer letter also stated that “Any bonus paid to you will be based 

on, among other things, individual and firm performance, and will be determined in the Company’s 

sole discretion....” 

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66. Albright signed this offer letter. In doing so, Albright falsely (i) promised that he 

agreed all SRP bonuses would be discretionary and contingent, and (ii) implicitly promised that 

he would not sue SRP on the basis of any bonus. 

67. In fact, these promises were knowingly false. At all times, Albright intended to 

take the position that SRP’s bonuses are not contingent and not discretionary. At all times, 

Albright intended to sue SRP if it did not provide him a large enough bonus. 

68. Albright’s scheme continued in late October 2017. At that time, Albright 

manufactured a “misunderstanding” about the nature of his compensation with SRP. Albright (i) 

falsely claimed, in an October 27, 2017 discussion with Tash that he was entitled to a larger 2016 

bonus and larger 2017 compensation than SRP originally provided to him. 

69. At all times, however, Albright understood that (i) his offer letter governed the 

terms of his compensation, (ii) all SRP bonuses are contingent and discretionary, and (iii) he was 

not entitled to a larger 2016 bonus or higher 2017 compensation. 

70. During that conversation, Albright knowingly and falsely represented to Tash that, 

based on their conversation, (i) Albright then understood that the terms of his 2015 offer letter –

including the provision stating that all SRP bonuses are discretionary and contingent – applied to 

all bonuses (including his then-upcoming 2017 bonus), and (ii) Albright would not take the 

position that he was entitled to a bonus in excess of whatever bonus SRP decided to provide him. 

71. At all times, however, Albright intended to take the position that SRP’s bonuses, 

including his then-upcoming 2017 bonus, were not contingent and are not discretionary. At all 

times, Albright intended to sue SRP if it did not provide him a large enough bonus.

72. Albright made these misrepresentations to SRP intending to induce SRP to (i) 

retroactively increase his pay in October 2017, and (ii) continue employing him while he 

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positioned himself to later sue SRP. SRP reasonably relied on its belief in the truth of Albright’s 

representations by (i) agreeing to retroactively increase Albright’s pay by $80,129 in October 

2017; and (ii) agreeing to continue employing Albright.

73. Albright’s scheme to defraud SRP continued in February and March 2018. 

74. In early February 2018, SRP informed Albright that his 2017 bonus would be 53% 

of his base salary. 

75. Despite having represented to SRP in 2015 and 2017 that he agreed all SRP bonuses 

were discretionary and contingent, Albright complained that he was entitled to receive a 75% 

bonus instead of a 53% bonus. 

76. Albright raised the issue with Demchenko, Ziegler, and Tash. SRP refused to 

increase Albright’s bonus and yet again reminded Albright that all SRP bonuses are discretionary 

and contingent. SRP also considered terminating Albright’s employment at that time. 

77. On March 9, 2018, Albright knowingly and falsely represented to Tash (i) that he 

understood that he was not entitled to any additional 2017 bonus, (ii) that the dispute over his 2017 

bonus was resolved, and (iii) that he would not take any further action regarding the dispute over 

his 2017 bonus. 

78. In reasonable reliance on Albright’s March 9, 2018 assurances and representations, 

SRP agreed to continue his employment with the Company. 

79. At all times, however, Albright knew his representations were false. In fact, 

Albright (unbeknownst to SRP) continued to disagree that SRP’s bonuses were discretionary and 

contingent, and he began planning to sue SRP over his 2017 bonus.

80. Albright made these misrepresentations to SRP intending to induce SRP to continue 

employing him while he positioned himself to later sue SRP. SRP reasonably relied on its belief 

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in the truth of Albright’s representations by agreeing to continue employing Albright between 

October 27, 2017, and June 5, 2020, paying him more than one million dollars ($1,131,055.09)

during this period.

81. Albright’s conduct is unconscionable. Albright was an executive officer at SRP

and, thus, owed SRP a duty of candor. Albright had also been an attorney for more than 30 years. 

By repeatedly lying to SRP, he was able to improperly lull SRP into continuing to employ him and 

pay him hundreds of thousands of dollars, all while he positioned himself to sue SRP. 

82. SRP has been damaged by its reliance on Albright’s scheme to defraud. SRP (i) 

retroactively increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing 

Albright between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit. 

83. SRP would not have agreed to provide Albright with a retroactive pay increase and 

would not have continued to employ Albright if it had known that (i) Albright thought SRP’s 

bonuses were anything other than discretionary and contingent, (ii) Albright was planning to take 

the position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide 

him – if anything, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright 

believed the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further 

action regarding the dispute over his 2017 bonus.

84. Accordingly, SRP is entitled to a judgment against Albright for promissory fraud, 

and damages in the sum of (i) $78,321.19 – the amount by which SRP agreed to retroactively 

increase Albright’s compensation in October 2017, (ii) $1,052,733.90 – the amount that SRP paid 

Albright in salary and bonuses between October 27, 2017, and June 5, 2020, and (iii) the amount 

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of attorneys’ fees and costs SRP will have incurred by the end of this lawsuit. SRP is also entitled 

to treble punitive damages. 

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”) for promissory fraud, and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

D. Awarding to SRP any such other and further relief the Court deems just. 

COUNT II – PROMISSORY ESTOPPEL

85. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

86. On October 27, 2017, Albright unambiguously promised SRP that (i) he understood 

that the terms of his 2015 offer letter – including the provision stating that all SRP bonuses are 

discretionary and contingent – applied to all bonuses, including his then-upcoming 2017 bonus, 

and (ii) he would not take the position that he was entitled to a bonus in excess of whatever bonus 

SRP elected to provide him – if any. 

87. In reliance on this promise, SRP (i) offered to retroactively increase Albright’s 2016 

bonus and 2017 base salary by a total of $78,321.19, and (ii) elected not to immediately terminate 

Albright’s employment. Albright accepted this offer. 

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88. On March 9, 2018, Albright unambiguously promised SRP that (i) he understood 

that he was not entitled to any additional 2017 bonus, (ii) the dispute over his 2017 bonus was 

resolved, and (iii) he would not take any further action regarding the dispute over his 2017 bonus. 

89. In reliance on this promise, SRP elected to not immediately terminate Albright’s 

employment.

90. SRP’s reliance on Albright’s promises was expected and foreseeable by Albright. 

Indeed, Albright would not have made the promises except to convince SRP (i) to retroactively 

increase his pay in October 2017, and (ii) to continue employing him.

91. SRP has been damaged by its reliance on Albright’s promises. SRP (i) retroactively 

increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing Albright 

between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit. 

92. SRP would not have provided Albright with a retroactive pay increase and would 

not have continued to employ Albright if it had known that (i) Albright thought SRP’s bonuses 

were anything other than discretionary and contingent, (ii) Albright was planning to take the 

position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide him –

if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright believed 

the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further action 

regarding the dispute over his 2017 bonus.

93. Accordingly, SRP is entitled to a judgment against Albright for promissory 

estoppel, and damages in the sum of (i) $80,129 – the amount by which SRP agreed to retroactively 

increase Albright’s compensation in October 2017, (ii) $1,052,733.90 – the amount that SRP paid 

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Albright in salary and bonuses between October 27, 2017, and June 5, 2020, and (iii) the amount 

of attorneys’ fees and costs SRP will have incurred by the end of this lawsuit. SRP is also entitled 

to treble punitive damages.

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”), and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

D. Awarding to SRP any such other and further relief the Court deems just. 

 

COUNT III – FRAUDULENT INDUCEMENT

94. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

95. Plaintiff made several false representations of material fact to SRP. 

96. On October 27, 2017, Albright, in a conversation with Tash, represented (i) that he 

understood that the terms of his 2015 offer letter – including the provision stating that all SRP 

bonuses are discretionary and contingent – applied to all bonuses, including his then-upcoming

2017 bonus, and (ii) that he would not take the position that he was entitled to a bonus in excess 

of whatever bonus SRP decided to provide him. 

97. On March 9, 2018, Albright, in another conversation with Tash, represented (i) that 

he understood that he was not entitled to any additional 2017 bonus, (ii) that the dispute over his 

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2017 bonus was resolved, and (iii) that he would not take any further action regarding the dispute 

over his 2017 bonus. 

98. At all times, Albright knew these representations were false. At all times, 

unbeknownst to SRP, Albright disagreed that SRP’s bonuses were discretionary and contingent, 

and Albright planned to sue SRP over his 2017 bonus if SRP did not provide him with a bonus he 

determined to be sufficient. 

99. Albright made these misrepresentations to SRP intending to induce SRP to (i) 

retroactively increase his pay in October 2017, and (ii) continue employing him.

100. SRP reasonably relied on its belief in the truth of Albright’s representations by (i) 

agreeing to retroactively increase Albright’s pay by $78,321.19 in October 2017; and (ii) agreeing 

to continue employing Albright between October 27, 2017, and June 5, 2020, paying him more 

than one million dollars ($1,052,733.90) in additional compensation during this period.

101. SRP has been damaged by its reliance on Albright’s promises. SRP (i) retroactively 

increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing Albright 

between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit

102. SRP would not have provided Albright with a retroactive pay increase and would 

not have continued to employ Albright if it had known that (i) Albright thought SRP’s bonuses 

were anything other than discretionary and contingent, (ii) Albright was planning to take the 

position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide him –

if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright believed 

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the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further action 

regarding the dispute over his 2017 bonus.

103. Accordingly, SRP is entitled to a judgment against Albright for fraudulent 

inducement, and damages in the sum of (i) $78,321.19 – the amount by which SRP agreed to 

retroactively increase Albright’s compensation in October 2017, (ii) $1,052,733.90 – the amount 

that SRP paid Albright in salary and bonuses between October 27, 2017, and June 5, 2020, and 

(iii) the amount of attorneys’ fees and costs SRP will have incurred by the end of this lawsuit. SRP 

is also entitled to treble punitive damages. 

104. Alternatively, if these damages are not available to SRP, then SRP has no adequate 

remedy at law and is, thus, entitled to rescind the (i) October 2017 agreement to retroactively 

increase Albright’s salary, and (ii) the agreement(s) to continue employing Albright after October 

27, 2017, and after March 9, 2018. In such a case, SRP would be entitled to rescission even though 

SRP could not return to Albright the benefits it received from his employment at SRP (if any), as 

restoration has been rendered impossible by circumstances that are not SRP’s fault and Albright 

obtained a benefit from the agreements SRP seeks to rescind. 

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”), and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

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D. Awarding to SRP any such other and further relief the Court deems just. 

IN THE ALTERNATIVE, if the Court determines any of the foregoing damages are not 

available to SRP, SRP would respectfully request that the Court:

E. Enter a judgment in SRP’s favor against Albright for fraudulent inducement; 

F. Rescind SRP’s October 2017 agreement to retroactively increase Albright’s pay; 

G. Rescind SRP’s agreement(s) to employ and pay Albright from October 27, 2017 to 

June 5, 2020; 

H. Order restitution from Albright by requiring Albright to pay $1,131,055.09 to SRP

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020);

I. Award SRP its actual costs and attorneys’ fees incurred in connection with this 

proceeding;

J. Award to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

K. Award SRP any such other and further relief the Court deems just. 

COUNT IV – BREACH OF FIDUCIARY DUTY

105. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

106. As SRP’s Vice President of Development, Albright owed fiduciary duties to SRP, 

including the duty of good faith and the duty of loyalty (which encompasses the duty of candor).

107. Albright breached his fiduciary duties by acting dishonestly and by failing to 

disclose all material information relevant to corporate decisions from which Albright obtained a 

personal benefit.

108. On October 27, 2017, Albright falsely represented to SRP that (i) he understood 

that the terms of his 2015 offer letter – including the provision stating that all SRP bonuses are 

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discretionary and contingent – applied to all bonuses, including his then-upcoming 2017 bonus, 

and (ii) he would not take the position that he was entitled to a bonus in excess of whatever bonus 

SRP elected to provide him. 

109. On March 9, 2018, Albright falsely represented to SRP that (i) he understood that 

he was not entitled to any additional 2017 bonus, (ii) the dispute over his 2017 bonus was resolved, 

and (iii) he would not take any further action regarding the dispute over his 2017 bonus.

110. Albright’s misrepresentations were intentional, made in bad faith, and intended for 

his personal gain at SRP’s expense. 

111. Albright obtained personal benefits from the corporate decisions SRP made in 

reliance on the foregoing misrepresentations. SRP (i) retroactively increased Albright’s pay by 

$78,321.19 in October 2017; and (ii) continued employing Albright between October 27, 2017, 

and June 5, 2020, paying him $1,052,733.90 during this period. 

112. Albright’s breach of fiduciary duty proximately caused damages to SRP. SRP (i) 

retroactively increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing 

Albright between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit. 

113. SRP would not have provided Albright with a retroactive pay increase and would 

not have continued to employ Albright if it had known that (i) Albright thought SRP’s bonuses 

were anything other than discretionary and contingent, (ii) Albright was planning to take the 

position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide him –

if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright believed 

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the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further action 

regarding the dispute over his 2017 bonus.

114. Accordingly, SRP is entitled to a judgment against Albright for breach of fiduciary 

duty, (i) requiring Albright to disgorge the October 2017 retroactive pay increase that he received 

from SRP, (ii) requiring Albright to disgorge all compensation that he received from SRP from 

October 27, 2017 through June 5, 2020, and (iii) awarding treble punitive damages to SRP.

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”), and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

D. Awarding to SRP any such other and further relief the Court deems just. 

COUNT V – BREACH OF CONTRACT

115. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

116. On October 27, 2017, SRP offered to retroactively increase Albright’s 2016 bonus 

and 2017 base salary by a total of $78,321.19, and offered not to immediately terminate Albright’s 

employment, in exchange for the valuable consideration of Albright agreeing not to take the 

position that he is entitled to a bonus in excess of whatever SRP elected to provide him. Albright 

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accepted this offer and received the aforementioned consideration from SRP. This was a valid and 

enforceable contract.

117. On March 9, 2018, SRP offered to not immediately terminate Albright’s 

employment in exchange for the valuable consideration of Albright agreeing that the dispute over 

his 2017 bonus dispute was resolved, and agreeing not to take any further action with respect to 

his 2017 bonus. Albright accepted this offer and received the aforementioned consideration from 

SRP. This is a valid and enforceable contract.

118. SRP performed all obligations under each contract.

119. SRP provided benefits to Albright under each contract. 

120. Albright breached these contracts, including the representations and warranties he 

provided as part of these contracts and his covenant not to sue, by filing his claims in this action, 

and by taking the position that he is entitled to a 2017 bonus in excess of the 53% bonus SRP 

awarded him. 

121. SRP has been harmed by Albright’s breaches of contract. SRP (i) retroactively 

increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing Albright 

between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit. 

122. SRP would not have provided Albright with a retroactive pay increase and would 

not have continued to employ Albright if it had known that (i) Albright thought SRP’s bonuses 

were anything other than discretionary and contingent, (ii) Albright was planning to take the 

position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide him –

if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright believed 

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the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further action 

regarding the dispute over his 2017 bonus.

123. Accordingly, SRP is entitled to a judgment against Albright for breach of contract, 

and damages in the sum of (i) $78,321.19 – the amount by which SRP agreed to retroactively 

increase Albright’s compensation in October 2017, (ii) $1,052,733.90 – the amount that SRP paid 

Albright in salary and bonuses between October 27, 2017, and June 5, 2020, and (iii) the amount 

of attorneys’ fees and costs SRP will have incurred by the end of this lawsuit.

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”), and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

D. Awarding to SRP any such other and further relief the Court deems just.

COUNT VI – UNJUST ENRICHMENT

124. SRP incorporates by reference Paragraphs 1 through 62 of its Counterclaim. 

125. On October 27, 2017, Albright represented to Tash (i) that he understood that the 

terms of his 2015 offer letter – including the provision stating that all SRP bonuses are 

discretionary and contingent – applied to all bonuses, including his then-upcoming 2017 bonus, 

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and (ii) that he would not take the position that he was entitled to a bonus in excess of whatever 

bonus SRP decided to provide him. 

126. On March 9, 2018, Albright represented to Tash (i) that he understood that he was 

not entitled to any additional 2017 bonus, (ii) that the dispute over his 2017 bonus was resolved, 

and (iii) that he would not take any further action regarding the dispute over his 2017 bonus. 

127. At all times, Albright knew these representations were false. At all times, 

unbeknownst to SRP, Albright disagreed that SRP’s bonuses were discretionary and contingent, 

and Albright planned to sue SRP over his 2017 bonus if SRP did not provide him with a bonus he 

determined to be sufficient. 

128. Albright made these misrepresentations to SRP intending to induce SRP to (i) 

retroactively increase his pay in October 2017, and (ii) continue employing him.

129. Albright was an executive officer at SRP and, thus, owed SRP a duty of candor. 

Albright is also an attorney. 

130. SRP reasonably relied on its belief in the truth of Albright’s representations by (i) 

agreeing to retroactively increase Albright’s pay by $78,321.19 in October 2017; and (ii) agreeing 

to continue employing Albright between October 27, 2017, and June 5, 2020, paying him more 

than one million dollars ($1,052,733.90) in additional compensation during this period.

131. SRP has been damaged by its reliance on Albright’s promises. SRP (i) retroactively 

increased Albright’s pay by $78,321.19 in October 2017; (ii) continued employing Albright 

between October 27, 2017, and June 5, 2020, paying him more than one million dollars 

($1,052,733.90) in additional compensation during this period; and (iii) is now forced to defend 

against Albright’s frivolous claims in this lawsuit. 

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132. SRP would not have provided Albright with a retroactive pay increase and would 

not have continued to employ Albright if it had known that (i) Albright thought SRP’s bonuses 

were anything other than discretionary and contingent, (ii) Albright was planning to take the 

position that he was entitled to a bonus in excess of whatever bonus SRP elected to provide him –

if any, (iii) Albright believed he was entitled to an additional 2017 bonus, (iv) Albright believed 

the dispute over his 2017 bonus was not resolved, or (v) Albright planned to take further action 

regarding the dispute over his 2017 bonus.

133. Albright has been unjustly enriched, to SRP’s detriment, by (i) $78,321.19 – the 

amount by which SRP agreed to retroactively increase Albright’s compensation in October 2017, 

and (ii) $1,052,733.90 – the amount that SRP paid Albright in salary and bonuses between October 

27, 2017, and June 5, 2020.

134. Albright’s retention of these benefits violates the fundamental principles of justice, 

equity, and good conscience. 

135. Accordingly, to the extent there is no remedy provided by law, SRP is entitled a 

judgment against Albright for unjust enrichment, and disgorgement of the benefits Albright 

improperly retained (i) $78,321.19 – the amount by which SRP agreed to retroactively increase 

Albright’s compensation in October 2017, and (ii) $1,052,733.90 – the amount that SRP paid 

Albright in salary and bonuses between October 27, 2017, and June 5, 2020.

WHEREFORE, for the reasons set forth above, Counter-Plaintiff Starwood Retail Partners, 

LLC (“SRP”) respectfully requests that judgment be entered in favor of SRP and against CounterDefendant John A. Albright (“Albright”), and that the Court enter an Order:

A. Awarding to SRP compensatory damages in the amount of $1,131,055.09

(consisting of the sum of (i) $78,321.19 – the amount by which Albright fraudulent 

induced SRP to retroactively increase his compensation in October 2017, and (ii) 

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$1,052,733.90 – the amount that Albright fraudulently induced SRP to pay him in 

compensation during the time period from October 27, 2017, to June 5, 2020); 

B. Awarding to SRP its actual costs and attorneys’ fees incurred in connection with 

this proceeding;

C. Awarding to SRP punitive damages in the amount of $3,500,000, or such other and 

additional amount sufficient to deter such conduct by Albright in the future; and 

D. Awarding to SRP any such other and further relief the Court deems just

JURY DEMAND

SRP hereby demands a jury trial on all matters alleged in its Counterclaim.

Dated: October 2, 2020 Respectfully submitted, 

STARWOOD RETAIL PARTNERS,

LLC, Defendant/Counter-Plaintiff

By: /s/ Christopher S. Griesmeyer 

One of Its Attorneys

Christopher S. Griesmeyer (# 6269851)

Zachary Mulcrone (# 6300387)

GREIMAN, ROME & GRIESMEYER, LLC

205 West Randolph Street, Suite 2300 

Chicago, Illinois 60606 

(312) 428-2750

cgriesmeyer@grglegal.com 

zmulcrone@grglegal.com 

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CERTIFICATE OF SERVICE

I hereby certify that on October 2, 2020, I electronically filed the foregoing Starwood 

Retail Partners, LLC’s Answer, Affirmative Defenses and Counterclaim, with the Clerk of the 

Court via the CM/ECF System, which will send notification and a copy of such filing to those 

registered to receive electronic notices via email transmission at the email addresses provided by 

them including:

Andrew J. Albright

SWANSON MARTIN & BELL, LLP

330 North Wabash Ave., Suite 3300

Chicago, Illinois 60611

aalbright@smbtrials.com

 /s/ Christopher S. Griesmeyer 

Christopher S. Griesmeyer 

GREIMAN, ROME & GRIESMEYER, LLC

205 West Randolph Street, Suite 2300 

Chicago, Illinois 60606

(312) 428-2750

cgriesmeyer@grglegal.com 

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EXHIBIT A

STARWOOD RETAIL PARTNERS, LLC’S COUNTERCLAIM

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EXHIBIT B

STARWOOD RETAIL PARTNERS, LLC’S COUNTERCLAIM

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1

From: John Albright

Sent: Wednesday, November 1, 2017 12:12 PM

To: Angie Demchenko

Cc: Carl Tash

Subject: RE: Update

Thanks for the note, the below is what we discussed. Thanks for the follow‐up. John 

From: Angie Demchenko  

Sent: Wednesday, November 1, 2017 12:04 PM 

To: John Albright <jalbright@starwoodretail.com> 

Cc: Carl Tash <ctash@Starwood.com>; Angie Demchenko <ademchenko@starwoodretail.com> 

Subject: Update 

Hi John, I wanted to follow up with an email to confirm some details on compensation, based on your discussion with Carl. Please let 

me know if you have any questions or if you’d like to connect to discuss.  

Thank you, 

Angie  

 Base salary for 2017, retroactive to 1/1/2017, will be $275,000 – you will see the new salary rate reflected within the 80 

hours on your 11/10/17 pay. Additionally, you will see a lump sum payment of $8,636.19, which totals the retroactive 

difference in salary from 1/1 through 10/27 (the end date of the most recent pay period) 

 2016 Bonus: you will have your bonus increased to $196,875 

o You will receive the difference of $69,685 (pre‐tax) on 11/10  

 2017 bonus will be the range of 50‐75% of your base salary for the year; 50% will be for “meeting expectations” and 75% 

will be for “exceeding expectations via exceptional performance”  

Angie Demchenko 

Vice President, Head of Human Resources  

Starwood Retail Partners 

1 E. Wacker Drive #3600 | Chicago, IL 60601 

Office: 312.265.6986 | Cell: 312.953.8212 

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