NAILAH K. BYRD
`
`CUYAHOGA COUNTY CLERK OF COURTS
`
`1200 Ontario Street
`
`Cleveland, Ohio 44113
`
`Court of Common Pleas
`
`New Case Electronically Filed: COMPLAINT
`
`January 13,2023 09:15
`
`By: STEPHEN S. ZASHIN 0064557
`
`Confirmation Nbr. 2748040
`
`FRANK J. GORI
`
`CV 23 973767
`
`vs.
`
`PAUL E. KIBBLER IV, ET AL.
`
`Judge: SHERRIE MIDAY
`
`Pages Filed: 43
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`

`

`IN THE COURT OF COMMON PLEAS
`
`CUYAHOGA COUNTY, OHIO
`
`CASE NO.
`
`FRANK J. GORI
`
`7325 Calley Lane
`
`Novelty, OH 44072
`
`Plaintiff,
`
`JUDGE
`
`v.
`
`PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`COMPLAINT
`
`Hunting Valley, OH 44022
`
`(JURY DEMAND ENDORSED)
`
`and
`
`PEPPER PIKE CAPITAL PARTNERS, LLC
`
`200 Park Ave, Suite 410
`
`Orange, OH 44122
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PEPPER PIKE CONSTRUCTION, LLC
`
`200 Park Ave, Suite 410
`
`Orange, OH 44122
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PEPPER PIKE ACQUISITIONS, LLC
`
`200 Park Ave, Suite 410
`
`Orange, OH 44122
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`

`

`PEPPER PIKE ACQUISITION
`
`ASSOCIATES, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`PEPPER PIKE PROPERTY MANAGEMENT, :
`
`LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PEPPER PIKE STAFFING, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`MAVGUN, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PJK FAMILY MANAGEMENT, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`NOTTINGHAM RACING, LLC
`
`c/o Statutory Agent
`
`Paul E. Kiebler, IV
`
`200 Park Avenue, Suite 410
`
`Beachwood, OH 44122
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`2
`
`

`

`and
`
`SUFFOLK ACQUISITION, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PEPPER RIVERBEND PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PEPPER WARREN HARBOR PROMOTE,
`
`LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`CAMELOT EAST HOLDINGS, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`FARMINGTON PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`3
`
`

`

`HINES PARK PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`PLYMOUTH PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`RIVERBEND PROMOTE INVESTORS, LLC :
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`RIVERBEND PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`SOUTHGATE GREEN PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`TOWN AND COUNTRY PROMOTE, LLC :
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`4
`
`

`

`WARREN HARBOR PROMOTE, LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`NOTTINGHAM FOUNDATION PROMOTE, :
`
`LLC
`
`c/o Statutory Agent
`
`Highland Park Service Corp.
`
`28601 Chagrin Boulevard, Suite 600
`
`Cleveland, OH 44122
`
`and
`
`FOUNTAIN PARC PROMOTE LLC
`
`c/o Statutory Agent
`
`Corporation Service Company
`
`251 Little Falls Drive
`
`Wilmington, DE 19808
`
`and
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`MOUNT PROSPECT GREENS OWNER, LLC :
`
`c/o Statutory Agent
`
`Cogency Global Inc.
`
`850 New Burton Road Suite 201
`
`Dover, DE 19904
`
`and
`
`WOODLANDS EQUITY HOLDER, LLC
`
`c/o Statutory Agent
`
`The Corporation Trust Company
`
`Corporation Trust Center
`
`1209 Orange Street
`
`Wilmington, DE 19801
`
`and
`
`9 ON CANAL PROMOTE LLC
`
`c/o Statutory Agent
`
`Corporation Service Company
`
`251 Little Falls Drive
`
`Wilmington, DE 19808
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`5
`
`

`

`and
`
`RESIDENCES 56 VENTURES LLC
`
`c/o Statutory Agent
`
`National Registered Agents, Inc.
`
`1209 Orange Street
`
`Wilmington, DE 19801
`
`and
`
`DOE LLC #1 NAME UNKNOWN
`
`c/o PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`Hunting Valley, OH 44022
`
`and
`
`DOE LLC #2 NAME UNKNOWN
`
`c/o PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`Hunting Valley, OH 44022
`
`and
`
`DOE LLC #3 NAME UNKNOWN
`
`c/o PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`Hunting Valley, OH 44022
`
`and
`
`DOE LLC #4 NAME UNKNOWN
`
`c/o PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`Hunting Valley, OH 44022
`
`and
`
`DOE LLC #5 NAME UNKNOWN
`
`c/o PAUL E. KIEBLER IV
`
`2916 Nottingham Lane
`
`Hunting Valley, OH 44022
`
`Defendants.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`6
`
`

`

`NATURE OF CASE
`
`Now comes Plaintiff, FRANK J. GORI (hereinafter “Plaintiff’ or “Gori”), by and through
`
`counsel, and brings this action for:
`
`1.
`
`breach of contract;
`
`2.
`
`breach of fiduciary duty;
`
`3.
`
`conversion;
`
`4.
`
`violation of Ohio’s wage payment statute ORC § 4113.15;
`
`5.
`
`breach of personal guaranty;
`
`6.
`
`promissory estoppel/unjust enrichment (in the alternative);
`
`7.
`
`constructive trust/accounting; and
`
`8.
`
`punitive damages
`
`against Defendants Kiebler; Pepper Pike Capital Partners, LLC; Pepper Pike Construction, LLC;
`
`Pepper Pike Acquisitions, LLC; Pepper Pike Acquisition Associates, LLC; Pepper Pike Property
`
`Management, LLC; Pepper Pike Staffing, LLC; Pepper Riverbend Promote, LLC; Pepper Warren
`
`Harbor Promote, LLC; Camelot East Holdings, LLC; Farmington Promote, LLC; Hines Park
`
`Promote, LLC; Plymouth Promote, LLC; Riverbend Promote Investors, LLC; Riverbend Promote,
`
`LLC; Southgate Green Promote, LLC; Town and Country Promote, LLC; Warren Harbor Promote,
`
`LLC; Nottingham Foundation Promote, LLC; Fountain Parc Promote, LLC; Mount Prospect
`
`Green Owner, LLC; Woodlands Equity Holder, LLC; 9 on Canal Promote, LLC; and Residences
`
`56 Ventures, LLC (hereinafter together the “PPCP Defendants”) and Defendants Mavgun, LLC;
`
`PJK Family Management, LLC; Nottingham Racing, LLC and Suffolk Acquisition, LLC, DOE
`
`LLC #1 NAME UNKNOWN, DOE LLC #2 NAME UNKNOWN, DOE LLC #3 NAME
`
`UNKNOWN, DOE LLC #4 NAME UNKNOWN and DOE LLC #5 NAME UNKNOWN
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`7
`
`

`

`(hereinafter together the “Kiebler Defendants”) (collectively all referred to as “Defendants”) and
`
`for his Complaint states as follows:
`
`JURISDICTION AND VENUE
`
`1.
`
`Plaintiff Frank J. Gori (“Gori”) is an individual residing in Novelty, Ohio and all
`
`relevant times is a resident of the state of Ohio.
`
`2.
`
`Defendant Paul E. Kiebler IV (“Kiebler”) is an individual residing in Hunting
`
`Valley, Ohio and at all relevant times is a resident of the state of Ohio.
`
`3.
`
`Defendant Pepper Pike Capital Partners, LLC (“PPCP”) is an Ohio corporation with
`
`its principal place of business in Cuyahoga County, Ohio.
`
`4.
`
`Defendant Pepper Pike Capital Partners, LLC is the parent organization of
`
`Defendant Pepper Pike Staffing, LLC. Pepper Pike Staffing, LLC is the organization that employs
`
`PPCP personnel.
`
`5.
`
`Pepper Pike Capital Partners, LLC is the parent organization of Defendant Pepper
`
`Pike Construction, LLC. Pepper Pike Construction LLC is the organization that charges and
`
`collects construction fees for properties developed by PPCP.
`
`6.
`
`Pepper Pike Capital Partners, LLC is the parent organization of Defendant Pepper
`
`Pike Property Management, LLC. Pepper Pike Property Management, LLC is the organization
`
`that charges and collects management fees for properties managed and leased by PPCP.
`
`7.
`
`Pepper Pike Capital Partners, LLC is the parent organization of Defendant Pepper
`
`Pike Acquisitions, LLC.
`
`8.
`
`Pepper Pike Acquisition Associates, LLC is solely owned by Defendant Kiebler
`
`and the sponsor of real estate transactions that writes letters of intent to purchase properties for
`
`development by PPCP, charges and collects acquisition fees and promote interests (a.k.a. profits)
`
`that flow through directly to Defendant Kiebler.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`8
`
`

`

`9.
`
`PPCP creates new corporate “ownership” entities for each property for which
`
`Defendant Pepper Pike Acquisition Associates, LLC writes a letter of intent and makes additional
`
`deposits for purchase.
`
`10.
`
`The newly created “ownership” entity typically is named after the property it has
`
`acquired and is comprised of individual and institutional investors, including Kiebler and at times
`
`Plaintiff.
`
`11.
`
`Pepper Pike Acquisition Associates, LLC typically charges a ten percent (10%)
`
`acquisition fee to the newly created “ownership” entity.
`
`12.
`
`Pepper Pike Property Management, LLC and Pepper Pike Construction, LLC, each
`
`charge the newly created “ownership” entity management fees of approximately four percent (4%)
`
`of the purchase price and construction fees of approximately six percent (6%) of the purchase price
`
`for management of the property and construction renovations.
`
`13.
`
`PPCP guarantees the shareholders of each “ownership” entity an internal rate of
`
`return of approximately eleven percent (11%), with an additional “waterfall” proportionate sharing
`
`of any higher returns on the promote/profits.
`
`14.
`
`Defendant Mavgun, LLC is an Ohio corporation owned and created by Kiebler
`
`and/or his spouse Jody R. Kiebler through which Kiebler owns personal property including the
`
`real property located at 11125 Gulf Shore Drive, Naples, Florida 34108 purchased by Kiebler in
`
`August 2021.
`
`15.
`
`Defendant PJK Family Management, LLC is an Ohio corporation owned and
`
`created by Kiebler through which Kieblerowns personal property including the real property
`
`located at 2916 Nottingham Lane, Hunting Valley, Ohio 44022 purchased by Kiebler in May 2018.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`9
`
`

`

`16.
`
`Defendant Nottingham Racing, LLC is an Ohio corporation owned and created by
`
`Kiebler through which Kiebler owns personal property and various racing automobiles including
`
`but not limited to at least one Ferrari and one Aston Martin.
`
`17.
`
`Defendant Suffolk Acquisition, LLC is an Ohio corporation owned and created by
`
`Kiebler to and through which Kiebler owns personal property and transferred for his personal use
`
`the promote/profits received by Defendant PPCP at the time of sale of various properties, including
`
`but not limited to Camelot East.
`
`18.
`
`Defendant Pepper Riverbend Promote, LLC is an Ohio corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`19.
`
`Defendant Warren Harbor Promote, LLC is an Ohio corporation owned and created
`
`by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`20.
`
`Defendant Camelot East Holdings, LLC is an Ohio corporation owned and created
`
`by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`21.
`
`Farmington Promote, LLC is an Ohio corporation owned and created by Kiebler
`
`and/or Defendant PPCP to and through which the promote/profits received by Defendant Kiebler
`
`and/or Defendant PPCP were maintained and/or transferred to other individuals and/or entities.
`
`22.
`
`Defendant Hines Park Promote, LLC is an Ohio corporation owned and created by
`
`Kiebler and/or Defendant PPCP to and through which the promote/profits received by Defendant
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`10
`
`

`

`Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals and/or
`
`entities.
`
`23.
`
`Defendant Plymouth Promote, LLC is an Ohio corporation owned and created by
`
`Kiebler and/or Defendant PPCP to and through which the promote/profits received by Defendant
`
`Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals and/or
`
`entities.
`
`24.
`
`Defendant Riverbend Promote Investors, LLC is an Ohio corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`25.
`
`Defendant Riverbend Promote, LLC is an Ohio corporation owned and created by
`
`Kiebler and/or Defendant PPCP to and through which the promote/profits received by Defendant
`
`Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals and/or
`
`entities.
`
`26.
`
`Defendant Southgate Green Promote, LLC is an Ohio corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`27.
`
`Defendant Town and Country Promote, LLC is an Ohio corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`28.
`
`Defendant Warren Harbor Promote, LLC is an Ohio corporation owned and created
`
`by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`11
`
`

`

`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`29.
`
`Defendant Nottingham Foundation Promote, LLC is an Ohio corporation owned
`
`and created by Kiebler and/or Defendant PPCP to and through which the promote/profits received
`
`by Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other
`
`individuals and/or entities.
`
`30.
`
`Defendant Fountain Parc Promote, LLC is a Delaware corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`31.
`
`Defendant Mount Prospect Greens, Owner, LLC is a Delaware corporation owned
`
`and created by Kiebler and/or Defendant PPCP to and through which the promote/profits received
`
`by Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other
`
`individuals and/or entities.
`
`32.
`
`Defendant Woodlands Equity Holder, LLC is a Delaware corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`33.
`
`Defendant 9 on Canal Promote, LLC is a Delaware corporation owned and created
`
`by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`34.
`
`Defendant Residences 56 Ventures, LLC is a Delaware corporation owned and
`
`created by Kiebler and/or Defendant PPCP to and through which the promote/profits received by
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`12
`
`

`

`Defendant Kiebler and/or Defendant PPCP were maintained and/or transferred to other individuals
`
`and/or entities.
`
`35.
`
`Upon information and belief, Defendant Kiebler and/or Defendant PPCP is the
`
`principal and primary shareholder of Defendants Pepper Pike Construction, LLC; Pepper Pike
`
`Acquisitions, LLC; Pepper Pike Acquisition Associates, LLC; Pepper Pike Property Management,
`
`LLC; Pepper Pike Staffing, LLC; Pepper Riverbend Promote, LLC; Pepper Warren Harbor
`
`Promote, LLC; Camelot East Holdings, LLC; Farmington Promote, LLC; Hines Park Promote,
`
`LLC; Plymouth Promote, LLC; Riverbend Promote Investors, LLC; Riverbend Promote, LLC;
`
`Southgate Green Promote, LLC; Town and Country Promote, LLC; Warren Harbor Promote, LLC;
`
`Nottingham Foundation Promote, LLC; Fountain Parc Promote, LLC; Mount Prospect Green
`
`Owner, LLC; Woodlands Equity Holder, LLC; 9 on Canal Promote, LLC; and Residences 56
`
`Ventures, LLC. For purposes of this Complaint, these Defendants are collectively referred to as
`
`the “PPCP Defendants”.
`
`36.
`
`Upon information and belief, Defendant Kiebler is the principal and primary
`
`shareholder and/or Trustee of Defendants Mavgun, LLC; PJK Family Management, LLC;
`
`Nottingham Racing, LLC and Suffolk Acquisition, LLC. For purposes of this Complaint, these
`
`Defendants are collectively referred to as the “Kiebler Defendants”.
`
`37.
`
`Upon information and belief, Defendant Kiebler is the principal and primary
`
`shareholder and/or Trustee of Defendants DOE LLC #1 NAME UNKNOWN, DOE LLC #2
`
`NAME UNKNOWN, DOE LLC #3 NAME UNKNOWN, DOE LLC #4 NAME UNKNOWN and
`
`DOE LLC #5 NAME UNKNOWN, which entities have been created by Defendant Kiebler and
`
`used by him and/or the PPCP Defendants to receive, maintain and/or transfer promote/profits
`
`received by Defendant Kiebler and/or the PPCP Defendants.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`13
`
`

`

`38.
`
`Plaintiff could not discover the names of the entities identified as DOE LLC #1
`
`NAME UNKNOWN, DOE LLC #2 NAME UNKNOWN, DOE LLC #3 NAME UNKNOWN,
`
`DOE LLC #4 NAME UNKNOWN and DOE LLC #5 NAME UNKNOWN.
`
`39.
`
`The primary dealings between Plaintiff and Defendants occurred in Cuyahoga
`
`County.
`
`THE PARTIES
`
`40.
`
`Plaintiff Gori is a retired (effective 7/1/2018) senior partner at Ernst & Young LLP
`
`(EY). Plaintiff served in numerous leadership and client service roles throughout his 38-year
`
`career. As a skilled financial professional, Plaintiff represented and served a broad range of clients
`
`in both audit and non-audit engagements. Plaintiff also spent a significant part of his career at EY
`
`developing and leading many of EY’s most significant Global and Americas region strategic
`
`transformational initiatives, as well as serving in significant management roles for several practice
`
`areas.
`
`41.
`
`Plaintiff's background of diverse and broad ranging strategic, transformational,
`
`operational, and market leadership responsibilities at EY provided him with unique insights into
`
`global markets, client needs and cultures, and innovation, as well as the experience and
`
`understanding of what is required for success in executing broad scale business strategies.
`
`Additionally, his combination of practice management, operations management, innovation, and
`
`internal initiative management roles have provided Plaintiff with extensive executive experience.
`
`In addition to, and in combination with, his leadership responsibilities at EY, Plaintiff served as a
`
`Global Client Service (Coordinating) Partner and/or a Senior Advisory Partner for multinational
`
`institutions, private equity funds, and high-growth clients in the energy, industrial products,
`
`automotive, financial services, and consumer product industries.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`14
`
`

`

`FACTS
`
`KIEBLER HIRES PLAINTIFF AS CEO OF PPCP AND RELATED ENTITIES
`
`42.
`
`Plaintiff and Defendant Kiebler were neighbors and met in about 2004. Plaintiff
`
`and Kiebler developed a friendly relationship, played golf on a routine basis, and often spoke about
`
`Kiebler’s business deals. Plaintiff also provided Kiebler with business advice from time to time,
`
`and gratuitously edited business documents at Kiebler’s request.
`
`43.
`
`Throughout 2019 and early 2020, Kiebler repeatedly stated his desire to hire
`
`Plaintiff to help Kiebler run his businesses. Kiebler told Plaintiff that he (Kiebler) was a terrible
`
`leader and manager of people and Kiebler needed Plaintiff to bring strong leadership, executive­
`
`level business acumen, credibility, stability and additional investors to Kiebler’s businesses.
`
`44.
`
`In July 2020, Plaintiff met with Kiebler to formally discuss the prospect of working
`
`for Kiebler. Plaintiff’s distinct impression at that time was that Kiebler was tremendously
`
`successful and extremely wealthy. Kiebler lived a highly extravagant lifestyle and spent
`
`extraordinary sums of money on properties, a luxury sportscar collection, his wife’s horses and
`
`lavish travels.
`
`45.
`
`Kiebler founded Defendant Pepper Pike Capital Partners (“PPCP”) and its
`
`predecessor APM Management in 2002. Kiebler is involved in the planning, construction, lease-
`
`up, and management of more than 30,000 apartment homes throughout the eastern United States.
`
`Kiebler directs all facets of the organization and its 5,500+ apartment homes with a market value
`
`of over $500 million. PPCP and its related entities act as investment managers, (re)developers,
`
`construction professionals, and asset managers. PPCP gives “new life to outdated and under­
`
`capitalized properties across the Midwest and Southeast, all made possible by its creative and
`
`programmatic approach to real estate (re)development.” PPCP has “acquired and (re)developed
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`15
`
`

`

`over 30,000 apartments homes, with a cumulative transactional value in excess of $2.0 Billion+”
`
`according to PPCP’s website https://www.pep-cap.com.
`
`46.
`
`Kiebler told Plaintiff he had three primary objectives for seeking to hire Plaintiff:
`
`(1) Kiebler’s desire to scale his business; (2) Kiebler’s desire to turn the day-to-day operations
`
`over to someone so Kiebler could focus on acquisition of additional properties and liquidation of
`
`existing properties; and (3) Kiebler’s desire to take more personal time for travel and pursuit of his
`
`personal hobbies. Kiebler’s stated goal was to hire Plaintiff to act as President and Chief Executive
`
`Officer (“CEO”) of all the entities comprising PPCP. Kiebler wanted Plaintiff to focus on
`
`evaluating and upgrading PPCP staffing, improve the organizational structure and financial and
`
`investor reporting, and act as a “right hand” and “trusted advisor” in the acquisition and divestiture
`
`processes for PPCP’s many investment properties.
`
`47.
`
`Kiebler was honest with Plaintiff and admitted that he did not have the cashflow to
`
`afford someone at Plaintiff’s level of experience and income. Kiebler told Plaintiff he was willing
`
`to provide a nominal current cash income to Plaintiff with significant payments to Plaintiff upon
`
`the achievement of increased scale of PPCP’s business and the acquisition and liquidation of
`
`PPCP’s properties. Kiebler stated that he personally did not take a salary but instead was paid
`
`exclusively out of the acquisition fees and promote/profit earned on the developed properties at
`
`the time of sale through Defendant Pepper Pike Acquisition Associates, LLC and the other named
`
`Kiebler Defendants.
`
`48.
`
`In July 2020, Kiebler and Plaintiff met to discuss terms for Plaintiff’s employment
`
`at PPCP.
`
`49.
`
`Kiebler initially proposed a “Consulting Role” for Plaintiff, which Plaintiff
`
`rejected. Kiebler subsequently agreed to hire Plaintiff as “CEO” and Plaintiff made handwritten
`
`changes to Kiebler’s written proposals consistent with their agreement on Plaintiff’s role as CEO.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`16
`
`

`

`50.
`
`Kiebler presented Plaintiff with written terms of employment including spreadsheet
`
`calculations offering Gori employment as CEO in exchange for a scaled package of combined
`
`salary and increasing investment interests and incentives that accrued and were owing based on
`
`the duration of Plaintiffs employment.
`
`51.
`
`Attached as Exhibit A is a true and exact copy of Kiebler’s written terms of
`
`Plaintiffs employment during the first six months of Plaintiff’s employment as CEO. Those terms
`
`included the following:
`
`Stay 6 months or
`
`2.5% of existing deals
`
`5% of Riverbend all in
`
`7.5% all deals closed
`
`less
`
`Salary
`
`$20,000 per month
`
`$18,000 salary
`
`$2,000 car allowance
`
`during 6-month period
`
`Acquisition Fees
`
`10% of Acquisition fees
`
`Collected during term in role
`
`Parking
`
`Benefits
`
`1 reserved 3d floor space
`
`None
`
`52.
`
`Attached as Exhibit B is a true and exact copy of Kiebler’s written terms of
`
`Plaintiff’s employment during the 7th through 12th months in the role of CEO for PPCP. Those
`
`terms included the following:
`
`Six to 12 months
`
`5% of existing deals
`
`7.5% of Riverbend all in
`
`11.25% all deals closed
`
`Salary
`
`$20,000 per month
`
`$18,000 salary
`
`$2,000 car allowance
`
`Management and
`
`10% gross collected
`
`10% gross collected
`
`Over base amount as of
`
`Construction Fees
`
`Management fees
`
`Construction fees
`
`start date begin month 7
`
`Acquisition Fees
`
`10% of Acquisition fees
`
`Collected during term in role
`
`during 12-month period
`
`Parking
`
`Benefits
`
`1 reserved 3d floor space
`
`None
`
`53.
`
`Attached as Exhibit C is a true and exact copy of Kiebler’s written terms of
`
`Plaintiff’s employment after 12 months in the role of CEO for PPCP. Those terms included the
`
`following:
`
`After 12 months
`
`7.5% of existing deals
`
`10% of Riverbend all in
`
`15% of all deals closed
`
`during employment
`
`Salary
`
`$20,000 per month
`
`$18,000 salary
`
`$2,000 car allowance
`
`Management and
`
`10% gross collected
`
`10% gross collected
`
`Over base amount as of
`
`Construction Fees
`
`Management fees
`
`Construction fees
`
`start date begin month 7
`
`Acquisition Fees
`
`10% of Acquisition fees
`
`Collected during term in role
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`17
`
`

`

`Parking
`
`Benefits
`
`1 reserved 3d floor space
`
`Full if you want them
`
`54.
`
`Exhibit A reflects not only the compensation agreement presented by Kiebler, but
`
`also the handwritten notes made by Christa Lenko, Director, Human Resources for PPCP, which
`
`confirm Lenko’s understanding of the contract terms including Plaintiff's monthly salary ($18K)
`
`and car payment ($2K) as agreed upon with Kiebler at the time Plaintiff commenced his
`
`employment at PPCP.
`
`55.
`
`In partial performance of Plaintiff’s employment contract, PPCP paid Plaintiff the
`
`$18,000 monthly salary and $2,000 monthly car payment from August 3, 2020 until August 13,
`
`2021.
`
`56.
`
`Kiebler also presented Plaintiff with two spreadsheets reflecting Kiebler’s
`
`calculations of Gori’s projected property “deal”-based compensation.
`
`57.
`
`Attached as Exhibit D is a true and exact copy of the first spreadsheet presented by
`
`Kiebler to Plaintiff listing PPCP’s “current deals” and “new future deals that could close in 6
`
`months” and Kiebler’s calculations of the increasing percentages of Gori’s anticipated earnings
`
`based upon the duration of Plaintiff’s employment as CEO.
`
`58.
`
`Kiebler’s written projections forth the expected profit - a.k.a. “Projected Promote”
`
`- and the calculations of Plaintiff’s percentage share setting out in monetary terms the agreement
`
`to increase Gori’s share commensurate with the duration of his employment as CEO. Kiebler
`
`projected that Plaintiff’s total Projected Promoted Interest Compensation if he “Stay[s] more than
`
`12 Months” would be approximately $5,545,000.
`
`59.
`
`Attached as Exhibit E is a true and exact copy of the second spreadsheet presented
`
`by Kiebler to Plaintiff with Kiebler’s projection for Plaintiff’s compensation based upon PPCP’s
`
`Acquisition Fees, Management Fees and Construction Fees. Kiebler projected the “Average next
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`18
`
`

`

`12 months” would generate $4,490,000 in fees, of which Plaintiff would receive 10% after six
`
`months of employment per Kiebler’s written proposals.
`
`60.
`
`Plaintiff accepted Kiebler’s offer of employment as CEO for PPCP and its related
`
`entities based upon Kiebler’s detailed offer of salary, car allowance, investment interests and fee­
`
`sharing payments.
`
`61.
`
`Plaintiff commenced employment as CEO of PPCP on August 3, 2020.
`
`62.
`
`Plaintiff made handwritten notes in Kiebler’s presence and gave Kiebler a
`
`photocopy on which Plaintiff confirmed his CEO title and employment status as reflected on
`
`Exhibits A, B and C.
`
`63.
`
`Plaintiff requested that Kiebler provide him with a formal written employment
`
`contract confirming the terms presented in Kiebler’s July 2020 documentation. Kiebler promised
`
`that his attorney Peter Brossi would prepare a formal contract.
`
`64.
`
`Plaintiff provided copies of the documentation attached as Exhibits A, B, C, D and
`
`E reflecting the terms of his employment agreement with Kiebler to Brosse and PPCP’s Director
`
`of Human Resources, Christa Lenko, in August 2020 to confirm the terms of his employment
`
`contract with Kiebler.
`
`65.
`
`Brossi stated to Plaintiff words to the effect of “why bother” since Plaintiff
`
`“wouldn’t make it six months” working for Kiebler “like the others hired before him”.
`
`66.
`
`Brossi prepared and Plaintiff signed a written conflict waiver for purposes of Brossi
`
`preparing the formal written contract. Plaintiff gave the signed conflict waiver to Kiebler for his
`
`signature. Upon information and belief, Kiebler never returned the waiver to Brossi and Brossi
`
`never prepared any agreement. Despite this failure to create a formal contract and based upon the
`
`parties’ already consummated agreement, Plaintiff commenced employment as PCPP’s CEO.
`
`Electronically Filed 01/13/2023 09:15 / / CV 23 973767 / Confirmation Nbr. 2748040 / CLDLJ
`
`19
`
`

`

`PPCP PROPERTIES OWNED AND ACQUIRED
`
`DURING PLAINTIFF’S TENURE AS CEO
`
`67.
`
`At the time Plaintiff commenced employment as CEO of PPCP, PPCP had nine
`
`existing properties under development known as Camelot East (Cincinnati), Crossings of Canton
`
`(Canton, MI), Mt. Prospect Greens (Chicago), Heritage of Plymouth (Michigan), Retreat at
`
`Farmington Hills (Michigan), Riverbend Apartments (Indianapolis), Residences on 56th
`
`(Indianapolis), Woodlands Apartments (Toledo) and Warren Harbor (Indianapolis).
`
`68.
`
`During Plaintiff's tenure as CEO, PPCP acquired and began development on an
`
`additional five properties known as Southgate Green (Michigan), Hines Park Place (Michigan),
`
`Fountain Parc (Indianapolis), 9 on Canal (Indianapolis), and Town & Country (Michigan).
`
`69.
`
`Plaintiff is entitled to compensation from the sale of each of the nine existing and
`
`five acquired properties at the increasing scaled percentages of the promote/profit generated on
`
`each sale as set forth in Exhibits A, B and C.
`
`70.
`
`Plaintiff is entitled to ten percent (10%) of the acquisition, management and
`
`construction fees generated on each of the nine existing properties and five acquired properties.
`
`71.
`
`On April 20, 2021, Kiebler in partial performance of Plaintiff's employment
`
`contract paid to Plaintiff the sum of Ten Thousand One Hundred Twenty-Five Dollars
`
`($10,125.00) calculated at ten percent (10%) of the $101,250 acquisition fee for Hines Park.
`
`72.
`
`On April 20, 2021, Kiebler in partial p