Two minority partners in the Mariani Gardens Nursery redevelopment project in Armonk want to dissolve the company because majority partner Mark Mariani has allegedly mismanaged $10 million in project loans.
George Galgano and David Linn, both of Purchase, petitioned Westchester Supreme Court on Oct. 13 for a judicial dissolution of 45 Bedford Road LLC.
“Mariani”™s mismanagement and failure to pursue or promote the company”™s purposes has caused irreconcilable dissension, distrust and acrimony,” the petition states.
Then three days after the petition was filed, David and Luciana Linn sued Mariani, claiming he had overcharged them by more than $2.5 million in building their dream home.
Mariani, of Greenwich, Connecticut, did not immediately respond to an email message asking for his side of the disputes.
The 45 Bedford Road partnership was formed in 2018 to build 40 to 80 townhouses at the Mariani Gardens Nursery, a 4.2-acre property owned by Mariani at the center of Armonk.
Mariani owns 50% of the company and is the managing partner. Galgano and Linn each own 25%.
The company took on three loans totaling $10.35 million, from the Galinn Fund, an Elmsford private lender controlled by Galgano and Linn.
One of the first orders of business was to rezone the property, and last year the town of North Castle agreed to allow 43 townhouses. But the rezoning process, according to the petition, “exhausted the balance of the company”™s loans.”
Galgano and Linn also claim Mariani mismanaged the business, failing to collect $850,000 a year in rent for two years, for instance, from other companies Mariani controls on the property.
This past June, Galinn sold its loans at a discount to NCD Acquisitions, and on Oct. 1, NCD, according to the petition, served a foreclosure notice and claims it is owed nearly $10.7 million.
The property is worth $8 million to $9 million, according to the petition.
The minority partners also accuse Mariani of stopping the company attorney from working on the project, allowing the insurance to lapse, failing to pay bills and failing to issue partnership tax statements.
“It is not reasonably practicable to carry on the business of the company,” the petition states, in asking the court to dissolve it.
The minority partners are also asking for the appointment of a receiver or trustee to protect the assets and wind up the company”™s business, an accounting of its finances and an order restraining Mariani from disposing assets.
David and Luciana Linn”™s lawsuit accuses Mariani of unjust enrichment and breach of contract. They hired him in 2018 to build their dream home on Lincoln Lane in Purchase for a fixed price of nearly $3.6 million. Eventually, they paid $5.6 million.
Even before work began, they claim, Mariani issued change orders for items that were part of the original project scope.
The Linns also claim Mariani abandoned the project as it neared completion, so they had to pay subcontractors directly to get the work done.
In the 45 Bedford Road LLC case, Gargano and Linn are represented by White Plains attorneys Peter S. Dawson, Lee S. Wiederkehr and Eric J. Mandell. David and Luciana Linn are represented in their dream house lawsuit by White Plains attorney Matthew T. Worner.
