FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF NASSAU
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`BLUE BRIDGE FINANCIAL, LLC,
`
` Plaintiff,
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`COMPLAINT
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`vs.
`
` Index No.:
`
`PARTNERS CAPITAL GROUP, INC.,
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`Jury Trial Demanded
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`Defendant.
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`Plaintiff, Blue Bridge Financial, LLC (“Plaintiff” or “Blue Bridge”), by and through its
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`attorneys, Harris Beach PLLC, for its Complaint against Defendant, Partners Capital Group, Inc.
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`(“Defendant” or “PCG”), states and alleges the following:
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`INTRODUCTION
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`1.
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`Blue Bridge and PCG entered into a Master Lease Assignment Agreement
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`(“Master Lease Agreement”) and a Master Equipment Finance Assignment Agreement (“Master
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`Loan Agreement”) whereby Blue Bridge would purchase and receive an assignment from PCG of
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`rights and remedies related to equipment leases and loans entered into between PCG and various
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`lessees and borrowers. The Master Lease Agreement and Master Loan Agreement are sometimes
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`collectively referred to herein as the Master Agreements.1
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`2.
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`As a condition of those purchases, PCG represented that it had conducted its due
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`diligence with respect to each lease or loan, that the subject equipment was delivered to the
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`borrower, and that PCG had obtained and would convey to Blue Bridge all documents necessary
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`for Blue Bridge to enforce its security and title interests in the equipment.
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`1 The Master Lease Agreement and Master Loan Agreement have numerous verbatim provisions which are
`collectively quoted as set forth in this Complaint.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`3.
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`Unfortunately, PCG engaged in a repeated pattern of breaches, including: selling
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`an equipment lease to Blue Bridge when the underlying equipment was either not delivered or had
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`already been returned by the lessee located in Nassau County, receiving undisclosed payments
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`from that lessee, refusing to provide required disclosures and accountings, and failing to provide
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`title documents and convey good and marketable title.
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`4.
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`As a result, Blue Bridge has been impaired in its ability to receive payment or
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`enforce the lease and loan rights to which it has been assigned.
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`5.
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`PCG is required to repurchase the leases and loans from Blue Bridge for each
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`lease or loan where it has failed to comply with the terms of the Master Agreements.
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`6.
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`The total value of the leases and loans where PCG has breached the Master
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`Agreements exceeds $500,000.00.
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`7.
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`Blue Bridge has made repeated requests and demands for PCG to comply with the
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`terms of the Master Agreements, for PCG to provide required information and documentation, and
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`for required payments where PCG has breached the Master Agreements. Each of those demands
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`have not been complied with.
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`8.
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`On or about January 28, 2022, PCG made an unsolicited wire transfer to Blue
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`Bridge in the amount $74,487.50.
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`9.
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`Other than Blue Bridge’s demands that PCG comply with the Master Agreements
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`and make required payments due and owing to Blue Bridge from PCG, Blue Bridge did nothing
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`to solicit or induce PCG to make that payment to Blue Bridge.
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`10.
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`On February 3, 2022, PCG claimed that the wire transfer payment was made in
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`error despite acknowledging that PCG had “outstanding balances” with Blue Bridge.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`11.
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`Given that Blue Bridge was, at that time, a creditor of PCG with claims against
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`PCG exceeding the amount of the payment it received from PCG, Blue Bridge has retained the
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`proceeds it received from PCG as a partial discharge of the amounts that PCG owes Blue Bridge.
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`12.
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`Blue Bridge now brings this action to enforce its rights under the Master
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`Agreements and obtain judgment against PCG for all amounts and remedies that PCG owes to
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`Blue Bridge.
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`PARTIES, JURISDICTION, AND VENUE
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`13.
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`Blue Bridge is a limited liability company organized under the laws of the State
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`of Delaware, with its principal place of business at 11921 Freedom Drive, Suite 1130, Reston,
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`Virginia 20190.
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`14.
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`Upon information and belief, PCG is a corporation organized under the laws of
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`the State of California, with its principal place of business at 201 E Sandpointe, Suite 500, Santa
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`Ana, California 92707.
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`15.
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`This Court has jurisdiction over PCG in that PCG regularly transacts business in
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`New York State and PCG’s business activities and conduct in New York State caused the injuries,
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`claims and damages incurred by Blue Bridge that are the subject of this Complaint.
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`16.
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`Venue is appropriate in Nassau County, New York as neither of the parties reside
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`in New York State, but a substantial part of the events giving rise to the claims asserted in this
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`action occurred in Nassau County, New York.
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`RELEVANT FACTUAL BACKGROUND
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`17.
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`PCG is a broker/lessee that enters into equipment leases and finance agreements
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`with lessees and borrowers.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`18.
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`Blue Bridge is a financial services company that, as relevant to this case,
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`purchases and receives assignments of the lessor’s or lender’s rights, including the right to receive
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`all lease/financing payments under the lease and loan agreements it purchases.
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`19.
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`PCG, as Assignor, and Blue Bridge, as Assignee, entered into a Master Lease
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`Assignment Agreement (the “Master Lease Agreement”), whereby Blue Bridge purchased from
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`PCG the rights and remedies to the payments due or becoming due under various individual lease
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`agreements as well as all right, title and interest of PCG with respect to the equipment that is the
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`subject of the various lease agreements. A true and correct copy of the Master Lease Agreement
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`is attached as Exhibit “A.”
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`20.
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`PCG, as Assignor, and Blue Bridge, as Assignee, entered into a “Master
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`Equipment Finance Assignment Agreement” (the “Master Loan Agreement”), whereby Blue
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`Bridge purchased from PCG the rights and remedies to the payments due or becoming due under
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`various individual equipment finance agreements (EFA) as well as all right, title and interest of
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`PCG with respect to the equipment that is the subject of the various equipment finance agreements.
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`A true and correct copy of the Master Loan Agreement is attached as Exhibit “B.”
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`21.
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`For each such lease or loan purchased pursuant to the terms of the Master
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`Agreements, PCG and Blue Bridge completed and signed an Equipment Finance Assignment
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`Agreement Assignment Form (collectively, the “Assignments” or “Assignment Forms”).
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`22.
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`With respect to each individual assigned lease or loan, Blue Bridge has paid to
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`PCG a Purchase Price contained in the Assignment Form that was calculated as a present value of
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`the payments assigned to Blue Bridge.
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`23.
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`To ensure that Blue Bridge was able to receive the payments it has been assigned
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`and enforce the lease or loan agreements, it was critical that each of the leases and loans involved
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`the genuine sale of valuable equipment to qualified lessees and borrowers and that Blue Bridge
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`received documents necessary to secure title to the subject equipment so that it could enforce its
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`rights in the event of a default by the lessor/borrower.
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`24.
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`With that in mind, pursuant to the Master Agreements, for each lease or loan
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`assigned, PCG was bound to various “Representations and Warranties” regarding each of the
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`various leases or loans that were assigned.
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`25.
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`Pursuant to Section 3(B) of the Master Agreements, titled “Delivery and
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`Acceptance of Equipment,” PCG represented that each of the leases or loans “arise from a bona
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`fide sale of the Equipment described in the [Lease/EFA] and [Lease/EFA] Documents, and the
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`Equipment is in all respects in accord with the requirements of the [Lease/EFA] and has been
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`delivered to and unqualifiedly accepted by the lessee, borrower, or debtor thereunder.”
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`26.
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`Pursuant to Section 3(C) of the Master Agreements, titled “Marketable Title,”
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`PCG represented that it had good title to the leases and loans and a first position perfected security
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`interest in the subject equipment of any leases or loans that were assigned to Blue Bridge.
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`27.
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`Furthermore, as noted above, PCG agreed to assign and transfer to Blue Bridge
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`“all right, title and interest of [PCG] in, with respect to, the equipment that is covered by the
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`[Lease/EFA].”
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`28.
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`In Section 3(L) of the Master Agreements, titled “Prepayments,” PCG represented
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`that “[n]o Payments or other amounts have been prepaid[.]”
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`29.
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`PCG has breached one or more of these promises and representations and
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`warranties with respect to at least the following leases and loans that PCG assigned to Blue Bridge:
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`Tranquility Med Spa, Inc.; Mann Brothers Solutions, LLC; Razor Sharp Transport LLC;
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`Popelino’s Transportation, Inc.; Davi’s Trucking Corp.; and V Haul Freight Inc.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`Tranquility Med Spa, Inc. – East Norwich, Nassau County, New York
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`30.
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`On or about August 11, 2021, PCG assigned the lease related to Tranquility Med
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`Spa, Inc. (“Tranquility Med Spa”) to Blue Bridge and completed an Equipment Finance
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`Assignment Agreement Assignment Form for Tranquility Med Spa (“Tranquility Med Spa
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`Assignment”).
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`31.
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` The Tranquility Med Spa Assignment indicated that there were 34 payments
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`remaining on the lease and that the first monthly assigned payment of $2,132.02 would be made
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`on October 1, 2021.
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`32.
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` The Tranquility Med Spa Assignment involved the lease of a Lumenis AcuPulse
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`Serial 160 (the “Equipment”) to be used at Tranquility Med Spa’s medical spa located at 1005
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`Oyster Bay Road in East Norwich, Nassau County, New York 11732.
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`33.
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`Blue Bridge paid the present value of the lease payments in the amount of
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`$56,459.57, the sum of $5,930.86 that was paid to PCG to acquire the loan, and has also paid the
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`sum of $650 in collection expenses directed towards Tranquility Med Spa.
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`34.
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`When entering into the Tranquility Med Spa Assignment, Blue Bridge relied upon
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`PCG’s obligation in the Master Agreement that each of the warranties and representations
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`contained therein was true.
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`35.
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`Tranquility Med Spa has never made any payment to Blue Bridge under the
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`Tranquility Med Spa Assignment.
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`36.
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`In connection with Blue Bridge’s attempts to enforce the Tranquility Med Spa
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`Assignment, Blue Bridge has learned that PCG breached its representations and warranties relative
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`to the Tranquility Med Spa Assignment.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`37.
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`In particular, Blue Bridge has been advised that Tranquility Med Spa either did
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`not receive the Equipment it leased from PCG or that the Equipment had been returned prior to
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`PCG entering into the Tranquility Med Spa Assignment with Blue Bridge.
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`38.
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`Despite repeated requests, PCG has not delivered proof that Tranquility Med Spa
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`received the Equipment or had the Equipment in its possession at the time of the Tranquility Med
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`Spa Assignment, in violation of Section 3(B) of the Master Agreement.
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`39.
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`Indeed, without information from PCG (which Blue Bridge has repeatedly
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`requested but PCG has not provided), Blue Bridge is unable to confirm whether the Equipment
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`was ever delivered to Tranquility Med Spa and, if it was delivered, what happened to the
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`Equipment since the lease and assignment documents were executed.
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`40.
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`Moreover, PCG has failed to convey good and marketable title related to the
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`Tranquility Med Spa Equipment in violation of Section 3(C) of the Master Lease Agreement.
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`41.
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`Additionally, upon information and belief, Tranquility Med Spa made several
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`payments to PCG prior to the lease being assigned to Blue Bridge, which were not disclosed to
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`Blue Bridge, in violation of Section 3(L) of the Master Lease Agreement.
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`42.
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`Given the issues with the Tranquility Med Spa Assignment—including the
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`misrepresentations regarding the Equipment delivery—several of the representations or warranties
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`regarding the lease related to Tranquility Med Spa were untrue.
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`43.
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`Pursuant to Section 7 of the Master Agreements, if any of PCG’s representations
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`or warranties are untrue, then upon demand, PCG is required to purchase all leases/loans where
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`such breach or misrepresentation was made by paying Blue Bridge the balance of payments due
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`on the lease/loans, discounted to present value at the same discount rate paid by Blue Bridge in the
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`original lease/loan purchase.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`44.
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`Blue Bridge demanded that PCG repurchase the lease related to Tranquility Med
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`Spa, but PCG has failed to comply.
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`45.
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`Because PCG failed to provide proof of Equipment delivery, failed to deliver good
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`and marketable title to the Equipment, and accepted undisclosed payments, PCG breached the
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`Master Lease Agreement relative to the Tranquility Med Spa Assignment.
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`46.
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`The present value of the Tranquility Med Spa lease payment stream is $56,459.57,
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`and Blue Bridge paid $5,930.86 to PCG to acquire the Tranquility Med Spa Assignment, along
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`with $650.00 in collection expenses directed towards Tranquility Med Spa.
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`Mann Brothers Solutions, LLC; Razor Sharp Transport LLC; Popelino’s Transportation,
`Inc.; Davi’s Trucking Corp.; and V Haul Freight Inc.
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`47.
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`PCG assigned the following loans under the terms and conditions of the Master
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`Loan Agreement and completed Assignment Forms relative to Mann Brothers Solutions, LLC;
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`Razor Sharp Transport LLC; Popelino’s Transportation, Inc.; Davi’s Trucking Corp.; and V Haul
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`Freight Inc.
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`48.
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`Each of these loan Assignments involve various equipment purchases related to
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`those individual business.
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`49.
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`To date, despite multiple requests, PCG has failed to transfer and deliver
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`documents necessary for Blue Bridge to enforce its title and security interests related to the
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`equipment on each of these loans in violation of the Master Loan Agreement.
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`50.
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`Blue Bridge’s ability to receive payments and enforce its rights is impaired as a
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`result of PCG’s failure to transfer and deliver the necessary documents under these loans.
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`51.
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`On multiple occasions, Blue Bridge has demanded that PCG deliver the necessary
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`documents related to each of these loans. PCG has yet to comply.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`52.
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`Because PCG has failed to provide necessary and required documents related to
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`these loans so that Blue Bridge can enforce its title and security interests, PCG breached the Master
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`Loan Agreement and is in default thereof.
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`53.
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`Section 12 of the Master Agreements, entitled “Enforcement” provides:
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`“Assignor [PCG] will pay to Assignee [Blue Bridge] on demand all costs and expenses incurred
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`by Assignee (including, but not limited to, all fees and disbursements of counsel to Assignee) in
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`enforcing any right, or remedy of Assignee pursuant to this Assignment, applicable law or
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`otherwise.”
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`54.
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`PCG’s liability to Blue Bridge relative to the leases and loans described in this
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`Complaint exceeds $500,000.00.
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`FIRST CAUSE OF ACTION
`(Breach of Contract)
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`55.
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`56.
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`Blue Bridge repeats and realleges each and every allegation as set forth above.
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`Blue Bridge performed all of its obligations under the Master Agreements and
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`each of the Assignments and made prompt and complete payments to PCG related to the specific
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`Assignments.
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`57.
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`PCG breached the Master Lease Agreement with respect to the Tranquility Med
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`Spa Assignment because: (1) it failed to ensure that the Equipment was delivered or remained in
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`possession of Tranquility Med Spa at the time of the assignment, (2) it has failed to transfer good
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`title of the Equipment to Blue Bridge; and (3) it received payments from Tranquility Med Spa,
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`which it failed to disclose to Blue Bridge.
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`58.
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`Pursuant to Section 7 of the Master Lease Agreement, “[i]f any of [PCG’s]
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`representations or warranties are untrue . . . then [PCG] shall purchase all Leases where such
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`breach or misrepresentation was made within ten (10) days thereof by paying [Blue Bridge] the
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`balance of payments due on the Lease, discounted to present value the same discount rate paid by
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`[Blue Bridge] in the original Lease purchase.”
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`59.
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`Blue Bridge has demanded that PCG purchase the Tranquility Med Spa
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`Assignment in accordance with the Master Lease Agreement. PCG has not done so.
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`60.
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`PCG breached the Master Loan Agreement with respect to Mann Brothers
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`Solutions, LLC; Razor Sharp Transport LLC; Popelino’s Transportation, Inc.; Davi’s Trucking
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`Corp.; and V Haul Freight Inc. because it failed to provide necessary and required documents
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`related to these loans so that Blue Bridge can enforce its title and security interests to the equipment
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`covered by the loans.
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`61.
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`Blue Bridge has repeatedly requested and demanded that PCG provide necessary
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`and required documents related to these loans so that Blue Bridge can enforce its title and security
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`interests to the equipment covered by the loans.
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`62.
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`PCG breached the Master Loan Agreement with respect to these loans by failing
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`to provide necessary and required documents related to these loans so that Blue Bridge can enforce
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`its title and security interests to the equipment covered by the loans.
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`63.
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`In light of PCG’s failure and refusal to provide necessary and required documents
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`related to these loans so that Blue Bridge can enforce its title and security interests to the equipment
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`covered by these loans and PCG’s breaches of its representations and warranties, Blue Bridge is
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`entitled to receive payment from PCG in accordance with paragraph 7 of the Master Loan
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`Agreement.
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`64.
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`PCG’s liability to Blue Bridge relative to the leases and loans described in this
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`Complaint exceeds $500,000.00.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`65.
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`Blue Bridge is entitled to recover damages, plus reasonable attorneys’ fees, costs,
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`expenses and interest, from PCG for its breaches of the Master Agreements and each particular
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`lease or loan Assignment described in this Complaint.
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`SECOND CAUSE OF ACTION
`(Unjust Enrichment)
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`66.
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`67.
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`Blue Bridge repeats and realleges each and every allegation as set forth above.
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`Blue Bridge provided a benefit to PCG in that Blue Bridge made payment to PCG
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`relative to each of the lease and loan Assignments described in this Complaint.
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`68.
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`69.
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`PCG accepted the benefits provided by Blue Bridge.
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`PCG was not entitled to retain the benefits provided by Blue Bridge without
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`adhering to its representations and warranties and obligations to Blue Bridge relative to each of
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`the lease and loan Assignments described in this Complaint so that Blue Bridge can enforce its
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`title and security interests for the leases and loans that it purchased from PCG.
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`70.
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`It would be inequitable for PCG to retain the benefits that PCG received from
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`Blue Bridge without compensating Blue Bridge for the benefits it received.
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`71.
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`Blue Bridge is entitled to recover damages, plus costs, expenses and interest from
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`PCG in the amount that PCG has been unjustly enriched.
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`THIRD CAUSE OF ACTION
`(Declaratory Judgment)
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`72.
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`Blue Bridge repeats and realleges each and every allegation as set forth above.
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`73.
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`On or about January 28, 2022, PCG made an unsolicited wire transfer payment to
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`Blue Bridge in the amount $74,487.50.
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
`NYSCEF DOC. NO. 2
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`74.
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`Other than Blue Bridge’s demands that PCG comply with the Master Agreements
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`and each assigned lease or loan and pay amounts due and owing to Blue Bridge from PCG, Blue
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`Bridge did nothing to solicit or induce PCG to make that payment to Blue Bridge.
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`75.
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`On February 3, 2022, PCG claimed that the wire transfer was made in error despite
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`acknowledging that PCG had “outstanding balances” with Blue Bridge.
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`76.
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`Given that Blue Bridge was, at that time, a creditor of PCG with claims against
`
`PCG exceeding the amount of the payment it received from PCG, Blue Bridge has retained the
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`proceeds it received from PCG as a partial discharge of the amounts that PCG owes Blue Bridge.
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`77.
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`PCG insists that it is entitled to a return of the proceeds of the wire transfer it
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`delivered to Blue Bridge.
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`78.
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`An actual, present, and justiciable controversy has arisen between PCG and Blue
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`Bridge concerning Blue Bridge’s right to retain these funds.
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`79.
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`Blue Bridge seeks a declaratory judgment from this Court that it is entitled to retain
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`the proceeds it received from PCG as a partial discharge of the amounts that PCG owes to Blue
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`Bridge.
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`WHEREFORE, Blue Bridge demands judgment against PCG, as follows:
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`PRAYER FOR RELIEF
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`80.
`
`On the First Cause of Action, judgment in favor of Blue Bridge and against PCG
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`in an amount to be determined at trial, together with reasonable attorneys’ fees, interest, expenses
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`and costs thereon;
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`81.
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`On the Second Cause of Action, judgment in favor of Blue Bridge and against PCG
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`in an amount to be determined at trial, together with interest, expenses and costs thereon;
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`FILED: NASSAU COUNTY CLERK 02/23/2022 11:10 AM
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`INDEX NO. 602295/2022
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`RECEIVED NYSCEF: 02/23/2022
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`82.
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`On the Third Cause of Action, judgment declaring that Blue Bridge may retain the
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`proceeds of the wire transfer payment it received from PCG as a partial discharge of the amounts
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`that PCG owes to Blue Bridge; together with interest, expenses and costs thereon; and
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`83.
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`Enter such other further relief to which Blue Bridge may be entitled as a matter of
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`law or equity, or which the Court determines to be just and proper.
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`DEMAND FOR JURY TRIAL
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`Blue Bridge hereby demands a jury trial on all issues so triable.
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`Dated: Albany, New York
`February 23, 2022
`
`Respectfully submitted,
`
`HARRIS BEACH PLLC
`
`By: /s/ Elliot A. Hallak
`Elliot A. Hallak
`Daniel R. LeCours
`677 Broadway, Suite 1101
`Albany, New York 12207
`T: 518.701.2748
`F: 518.427.0235
`ehallak@harrisbeach.com
`dlecours@harrisbeach.com
`
`Attorneys for Plaintiff
`Blue Bridge Financial, LLC
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