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ORIGINAL

Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012 IN THE CIRCUIT COURT OF THE CITY OF ST. LOUIS STATE OF MISSOURI PAUL GUZZARDO,
Plaintiff,
vs.
GRAND CENTER, INC.,
et ai,

No, 0922-CC01036

Defendants.

Deposition of VINCENT SCHOEMEHL taken on behalf of the Plaintiff September 18, 2012 INDEX
Questions By:
Page:

MR. PAPA

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Reporter:

Sara Alice Masuga,

CSR,

CCR

IL CSR No. 084-002993

MO CCR No. 1012(G)

MASUGA COURT REPORTING 2033 HIAWATHA AVENUE ST. LOUIS, MO 63143-1215
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314/680-2424

Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012
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IN THE CIRCUIT COURT OF THE CITY OF ST. LOUIS STATE OF MISSOURI PAUL GUZZARDO,

4 Plaintiff, 5
vs.

No. 0922-CCOI036

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GRAND CENTER, INC., et aI,
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Defendants.

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For Plaintiff:

APPEARANCES:

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Callis, Papa, Hale & Szewczyk, By John T. Papa, Esq. 1326 Niedringhau5 Avenue

PC

P.O. Box 1326
Granite City,

IL

62040

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For Defendants:
Stinson Morrison Hecker, By Ms. Cicely I. Lubben 168 N. Meramec Ave. LLP

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Suite 400 St. Louis, MO

63105

,.-..,.

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THE DEPOSITION OF VINCENT SCHOEMEHL was taken

on September 18, 2012, between the hours of eight

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o'clock in the forenoon and six o'clock in the
afternoon of that day in the City of St. Louis, State
of Missouri,

before me,

Sara Alice Masuga, Certified

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Shorthand Reporter and Certified Court Reporter within the States of Illinois and Missouri, in a certain

cause now pending in the Circuit Court of the City of
St. Louis, Missouri, wherein PAUL GUZZARDO is the
Plaintiff and GRAND CENTER, INC., et al are the

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Defendants, on the part of the Plaintiff, pursuant to
commission and notice.

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EXHIBIT INDEX Exhibit: Page: 25

2 3
4

Plaintiff's Exhibit 1
(Letter from Friedman to Christian dated 8/19/03)

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Plaintiff's Exhibit 2
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8
9
10

(E-mail from Guzzardo to Krewson, et a1 dated 9/5/03 attaching Letter from Friedman to Pulitzer and Ha dated 9/4/03) Plaintiff's Exhibit 3 (Option Contract to Purchase Real Estate) 53

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12

Plaintiff's Exhibit 4 (Wagman Post-Dispatch article dated 1/31/05)

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Plaintiff's Exhibit 5 ....••.............•...... 68
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(E-mail string)

Plaintiff's Exhibit 6
15 16 17 18 Plaintiff's Exhibit 7 (Media Box First Quarterly Report dated

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6130/04 )
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(E-mail string) 19 20
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Plaintiff's Exhibit 8,.,..,..,.,.,.,..,.,.,.,. .95
(Memo from Guzzardo and Friedman to Grand

Center Board Members dated 3/23/04)

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VINCENT SCHOEMEHL produced, sworn and
examined as a witness on behalf of the Plaintiff

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testified as follows:

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DIRECT EXAMINATION

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BY MR. PAPA:

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Q.

State your name, please, sir.

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A.
Q.

Vincent Schoernehl, Jr.
And what location are we giving your

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deposition today, sir?
A.

The offices of Grand Center,
63103.

Incorporated,

3526 Washington, Second Floor,

Q.

All right.

What relationship do you have

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to Grand Center, sir.

A.
officer.

I'm the president and chief executive

Q.

If you would be kind enough, give me some

background information about the Grand Center, how it

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was established, what relationship you had with it since that time, if any.
A.

It -- The organization began in 1981 as an

urban redevelopment corporation called City Center

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Redevelopment Corporation, principal ownership being St. Louis University, the Scottish Rite, the Urban
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League,

the Third Baptist Church, and I forget a

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couple of other not-for-profit institutions.

Their

The Board included Leon Strauss, who was really sort
of responsible for the real estate development in the
neighborhood. After the '86 Tax Act took away

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historic tax credits, the Board of CeRC, City Center Redevelopment Corporation, determined that they needed to form a not-for-profit corporation because they would need some not -- not-for-profit contributions in

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order to make up the delta that had gone away because

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of the loss of the Federal tax credits and, so, an
organization called The New Performing Arts Center was

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organized.

It was called TNPAC.

They found that to
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be a rather difficult name to work with and,
changed the name to Grand Center,

they

Incorporated and

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that was about 1987 or 1988.

Richard Gaddes was the

first president, Ann Ruwitch was the second president,

and I came to work here in April of 2001. Q.

While you served as mayor, did you have

dealings with either Grand Center or its predecessor

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organizations?

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A. Q.

Yes.

How

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it that you began working here in

April of 2001?

A.

Father Biondi suggested that I -- There Page 6
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was an opening and they were doing a search and Father Biondi suggested that I submit my resume -- my resume.
Q.

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Now, in '87-'88 when Grand Center was

first identified as that entity, what were its mission
or goals?

A.
Q.

In '87-'88?

Yes.
Pretty consistent with what had been goals

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A.

of

ceRe

because

ceRe

became -- was purchased

by

Grand

Center,

Inc. for $10 plus their debt.

So, Grand

Center, Inc. as a not-for-profit is -- is a urban

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redevelopment corporation and its subsidiaries, CeRe

and Vandeventer Spring Redevelopment Corporation, both
353 corporations, and in our capacity, as the TIF

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developer for about a 30D-acre TIF district that was
established in I think 2003, so our mission is to

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revitalize this neighborhood with the performing arts as the organizing theme of the redevelopment and really to establish it as a national tourist destination, cultural tourist destination.

Q.

You mentioned that Grand Center became the How did that come about?

TIF developer in 2003.

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A.

We organized a TIF program that involved,

you know, doing a study of the neighborhood, a financial analysis, the whole -- the whole procedure

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that you go through to establish a TIF district.

We

have to go through the TIF Commission in the City and
then then to the Board of Aldermen and it took us

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probably a year or so to get that established.

Q.

Prior to becoming the TIF developer, how
What did it use for funds to

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was Grand Center funded?

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forward its mers- -- its mission?

A.

Part of its original funding involved the

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issuance of several million dollars -- I forget the exact number, but it would be in the neighborhood of,
you know,

3 to 6 million dollars of debentures were

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issued by ceRe.

And when Grand Center,

Inc. -- And

those were purchased by civic progress companies.

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When Grand Center, Inc. was formed as a

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not-far-profit, they forgave that debt and took the
charitable deduction associated therewith and most of that -- most of that money had been used for the purchase of land for parking lots and other real estate, so there -- there has been a continuous stream of income from parking lots and small real estate, a diminishing amount of -- of our overall budget, however, because as we've built around here, we've

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given up some of that land.

And then we raise about

approximately 1.5 million a year from char- -- from -in charitable contributions.

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Q. A.

How long has that been the case?
Pretty much as long as I've been here.

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There have been years when we've done much more than

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that if we were doing capital campaign, but it's, you
know / 1

1.2 to 1.5 million a year is pretty

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consistent.

Q.

Are there particular fundraising

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activities that have traditionally been held by the --

A.
Q.

Oh-huh.

-- organization to raise the money?
Yes, we -What are some of those?

A. Q. A.

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Well, we put on festivals.

For example,

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First Night St. Louis is a big New Year's Eve alcohol-free New Year's Eve arts festival and we
raise, you know, several hundred thousand dollars to

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put that on.

We have an annual gala that is held

every year and we'll raise money through the gala. And then we have Board members who contribute. we're -- you know, But

it's a -- it's a big part of the

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job is raising money to support the organization.

Q.

Now, back in 2003 whenever you became the

or whenever the organization became the TIF developer for this area in the city, did that corne about? tell me about that. How

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Who advanced the idea that Grand Page 9

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Center would be the appropriate TIF developer for this

region and
A.

Well,

the -- the board and -- and -- and I
We include in --

approached the City with the idea.

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in this TIF District the St. Louis University campus

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and -- and a component of land that goes in one sort of very narrow neck up all the way to Page Avenue, but
the -- the experience that led us to that was that

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what we found was that as we succeeded in creating a development, what we did is we simply raised the land values next to it and, so, the next project just needed more subsidy, so you had to go out and raise more money to do the next project. I used the

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metaphor at the time that this was a popcorn machine
without a lid. You know, The Pulitzer Foundation for

the Arts would get established and all the land values around there went up and there was no means of capturing that value to help drive the neighborhood in

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a -- in a more organized way and, so, that was the
thinking was that if we were out in the community asking people to give us money to drive this development, we should be figuring out how we capture that up -- uptick in value that we're creating so that we can reneighborhood. Page 10 Masuga Court Reporting 314/680-2424

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recycle it into -- into the

Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012

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Q.

And had you done some studies you found

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that the market forces alone wouldn't take care of

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that
A. Q.
Sure.

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-- first of all?
Yeah, that's a statutory requirement to

A.

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establish a TIF district
Q.

Uh-huh.
-- that you have to -- you have to

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A.

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demonstrate that there are certain conditions in the

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neighborhood and that -- that there's a requirement for this incentive package that comes with -- with tax
incentive financing.
Q.

And who did that work for Grand Center?

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A.

A firm called PGAV,

Peckham Guyton

Albers & Viets.

Q.

And what were the particular items cited

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by PGAV to support the establishment of the TIF
district? A. Well, that was a long time ago, so, I

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mean, I could produce a copy of the report, but
it's there's a set of statutory requirements and

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they went through describing -- describing the conditions that
~-

that were necessary.

You have to

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redevelopment incentives and there's a set of
standards that -- that they go through to

to

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establish that, you know. don't know what they are.
Q.

Off the top of my head, I

All right.

Back in '03 when the TIF

program was developed, who was on the Board at Grand

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Center that was involved in pursuing that -- that type
of legislation?

A.

We have a -- We have a Board right now of

about 43 people.
Q.
A.

Okay.
It's a little larger than it's typically

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been, but back then I would say it was in the mid
thirties to high thirties. I believe the chairman at you

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the time was Joe Adorjan, A. Joseph Adorjan, but,
know,

we have representatives from the neighborhood.

Q.
A.

Uh-huh.
So, Harvey Harris from The Fox would have

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been on the Board and Emily Pulitzer from The Pulitzer
Foundation for the Arts and somebody

I think yeah, Jim was

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Jim Buford from the Urban League. on that. I can
Q.

Jim,

Still is.

So,

you know,

it's a long list.

We can produce it for you. Okay. Now, once the -- the Grand Center

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became the TIF developer, how did that affect the

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revenues that you-all had to advance development in

the region?
A.

Well, we -- we have not profited from

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being the TIF developer in the way a private developer might. We -- We collect a five percent fee for all
That's more in concept

TIF notes that are issued.
than in reality.

The -- Inevitably in developments,

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as you're scraping together a variety of subsidies to
make them work, you know, more often than not that

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gets set aside.

I don't have a recollection of us,

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frankly, ever collecting the full five percent from

any development. Q. All right. Were there any other

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developers considered by the City for the Grand
Center Is it called the Grand Center TIF?

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A. TIF, yeah.

It's called -- It's called Grand Center You know, the statutory process is, I

believe, and I stand to be corrected, but I think this is the way it goes, that the City advertises for eligible or for the availability and then solicits through -- via through these advertisements potential developments. As a practical matter, that is not the As a

way tax increment financing works in Missouri.

practical matter, we have -- in the state of Missouri virtually every TIF that I'm aware of is done is what

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is on typically called a developer driven TIF. other words,

In

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a developer comes up with an idea, goes

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to the municipality or the TIF authorizing agent
and -- but there there is, I believe, a pro forma

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requirement or a requirement that there be

advertisement for it.

In reality,

I'm not sure that's

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very competitive because, you know,

it's just the

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developers that have been proposing it are generally ahead of the learning curve of everybody else.
Q. Now, you referenced a little bit the Has it changed over the years

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boundaries of the TTF.

or-A. Q.

No, it's --

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was the original boundary kept pretty

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much the same?

A.
Q.

Original boundaries are -- have been kept.
You say that St. Louis University

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properties were contained within the TIF?
A. Yes. Does that go over to the medical campus,

Q.
as well?

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A.
campus.
Q.

Doesn't.

It stops at the -- at the north

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Okay.

How far west is the TIF boundary?

A.

West is Vandeventer and east is Compton.

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Q. developer, Once the Grand Center became the TIF was there any particular change in the way

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in which Grand Center conducted its business at that
point in time?
MS. LUBBEN: Objection,

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vague, but you can answer. A. the Okay. Not particularly. I mean, I think

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I think the primary change would have been the

way in which we subsidized projects.
Q.
Right. Because CeRC, which had been founded

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A.

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in 181, had a 25-year right to grant tax abatement,
that was coming to an end, and we could have gone back and tried to renew CeRe, but 353 and tax abatement had sort of been fading as the preferred tool and TIF

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utilization of TIF has become a more popular tool in
recent years and, so, rather than try to renew CeRC,

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we thought it best to just -- to do a TIF district
that also encompassed both CCRC and Vandeventer Spring

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Redevelopment Areas.
Q.
Okay. Prior to the TIF legislation -- And

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in the TIF legislation, did Grand Center then receive the power of eminent domain

A.
Q.

No.

-- or had it had that before?
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A. No, we had -- we had that in the CeRC, from Theresa to Spring, Delmar

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which was, basically,

to Lindell, and we -- we have the power of eminent
domain inside our Vandeventer Spring Redevelopment
Corporation, but we do not have eminent domain in
our -- in our TIF ordinance. Q. It's in the TIF It's not in the TIF

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legislation?

A.
Q.

Not in.

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It's something that -Right.
-- preceded that?

A.
Q.

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A. Q.

Right. But that's something that the Grand Center

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continued to have authority of or --

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A.
Q. was reached? A.

Yeah, I believe
or power to do after the TIF agreement

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Yes.
Once the Grand Center became the TIF

Q.

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developer, did it have an increase in revenues
available to it to foster development as a result of

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the TIF legislation?

A.

No, our -- our role is really to organize

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investment in the neighborhood and make the additional

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revenues available to the -- to the developers.

As I

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say, in theory we're supposed to collect five percent of any TIF amount that we grant to someone.
I have no

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clear recollection of ever having gotten the full five
percent.
I mean, there are promises made, deferrals,

and things of that nature, but if it weren't for the private fundraising that -- that we do every year,

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we -- you know, we wouldn't be in business. Q. Has there been any discussion about

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passing, like, a business district tax or something
like that?

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A.

An active -- We've had one in the past and

are in the process of trying to establish another one
and that -- but that would be specifically and limited

to security and street sweeping and, you know,
cleanliness activities.

sort of

Q. A.
Q.

Is that by legislative limit or lS that --

No, that's by -just what you prefer to do it? what the -- what the property owners they -- they draft what they want so, it's limited to

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A.

who sign on for it,

the money to be used for and, that -- to that purpose. Under state law, C10,

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And that would not be --

a community improvement district, a so there is a Page 17

is governed by a separate body,

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there will be a board of -- of -- governing board for the CID. Q. I know this question involves time before

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you began with Grand Center, but prior to Grand Center becoming the TIF developer for this area, do you know

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on how many occasions they exercised the power of
eminent domain to acquire properties?
A. Q. A. Q.
I don't.

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Do you know whether it was ever done?

I don't.
Once Grand Center became the TIF developer

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in the area, on how many occasions have they attempted
to use eminent domain to acquire property?

A. Q. A. Q.

I think only once that --

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Okay.

-- I can think of.
And that's what in part is the subject

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matter of this claim that I've got filed here? A.
Q.

Yes.

Yeah.

The Jim Day property

A. Q. A. Q.

Jim Day is the is the only one? only one, yeah.

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How was Grand Center obtaining properties

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that they acquired a lot of property and made it into parking lots. A. Uh-huh. Oh, I think -- And, again, I

don't know that they didn't use eminent domain in

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the -- in the earliest days, but I assume through

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negotiated purchase.

I mean, this was a -- this was a

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pretty abject neighborhood back in the -- in the early
eighties and property was pretty readily available.
Q.

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All right.

I want to try to direct the

questions in the rest of the deposition to the

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contractual relationship that Grand Center had with
Paul Guzzardo and his associates. If I ask you a

question that's not clear to you, please ask me to restate it or rephrase it.

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A.
Q.

Okay.
What would you say was the point in time

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when Grand Center began to consider what type of work Paul Guzzardo had been doing in St. Louis and contacting him about exploring the possibility of
working together with him on one or more projects?

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vague,

MS. LUBBEN:
compound.

Objection,

A.
Q.

Paul contacted me.

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A.
Q. A.

I didn't contact Paul. All right.
And I would say that it was not long

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before we entered into the Option Agreement.
Q. Now, he owned some property or was

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involved in some property that was within the

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district, the Grand Center District, prior to that
time, did he not?

A.

Not to my knowledge.

He may have, but I'm

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not aware of that. Q.
You're not aware that he had property here

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on Washington Avenue and had a nightclub and had a

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residence?

A.

It is my understanding that was down

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around 12th and Washington.
Q.

Okay. You know, either east or west of there,

A.

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but sort of in that
Q.

--

that area, not

--

not up here.

All right.

And what manner did

Mr. Guzzardo use to contact you?
A.

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I can't recall.

I think, I stand to be

corrected, but I think -- I think it was through a developer whose name I cannot recall and Sung Ho Kim and I -- and I can't remember, but I -- I do remember Sung Ho Kim being -- being somehow associated with the

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introduction.
Q.
A. Okay. Okay. Let's go back before that. Prior to that

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Q.

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contact, however it was made and by whomever it was

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made, were you acquainted with Mr. Guzzardo before?

A.
Q.

No.
Were you acquainted with Mr. Kim before?

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A.
Q.

No.
What about the developer, was that someone

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that you had known before?

A.
Q.

No,

it' 5

And I'll throw out the name Eric Friedman.

Does that ring a bell?

A.

No,

it wasn't -- That's not the per- --

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It's a guy named Aaron Novick is the guy that I think
may have -- may have been the

may have been the guy

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that and I'm not clear as to whether or not it was
just

Q.

Uh-huh.

A.

-- but Sung Ho introduced me to

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Aaron Novick later on and, so, I heard at some point,
so I'm just a little -- and it was about the same
time.

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So, Eric Friedman came into the picture I think You know, again, I stand to be
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corrected.

I mean,

it may well be that -- that Eric
but I just

was the -- was the guy who introduced us,

3
4

can't recall, but I will -- I do -- I do know Eric and
I've known him for a long time.

5
6
7

Q.
contact?

All right.

And what was the nature of the

I mean, whoever approached you, what do you

recall about the ideas or proposals or reason for the contact?

8
9

A.

It was to discuss -- It was to discuss the
1

10
11
12

Media Box and -- and, again, 1 m trying to remember if
it was Sung Ho who first introduced the idea or Paul

or Eric or whomever, but that was the purpose.
Q.

13

Do you recall whether this was a

14
15
16

face-to-face contact or a telephone contact?
A.
You know, I don't. I know at one time we

went to -- Sung Ho had an office sort of down on
Locust Street someplace, I think, and we went down

17
18
19
20

there and actually looked at some models that he had
built of various proj- -the Media Box, various projects, not just
I

but various projects and,

you know,
I

21 22
23

was quite enthusiastic about the project.

mean,

thought it -- What -- What Paul explained to me that I
had never realized was that Marshall McLuhan had done

24
25

all of his work at St. Louis University.

I had never I

heard of Father Walter Hong before meeting Paul.

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1 2

went out and bought all their books.

And I thought

the Media Box would be a great connector between Grand Center and St. Louis University and that was really in my mind a -- a very key component of this, of this idea that, you know,

3
4 5 6
7

you know, there are lots of

lighting technologies and sound technologies, but the idea that he was going to organize it around the

8 9 10

teachings and

-~

and the --

the philosophies
I found that very

of Walter Hong and Marshall McLuhan, intriguing and compelling. Q.

11
12

And you felt as the executive director,

I

guess -- Is that the property title, executive

13
14 15 16

director?
A. President.

Q. A.

-- president Yeah.

17
18 19 20 21 22 23 24 25

Q.

-- of Grand Center that that would be a

project that would be appropriate for the mission that you-all were trying to advance --

A.

Yes.

Q.

-- here?

At that time when you first

became aware of the connection that possibly existed between these pioneers of -- of communications media and St. Louis University, who at St. Louis University was involved with the Grand Center Board? Page 23
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1

A.

Father Biondi was on the Board at that

2

time, but, I mean, he was not particularly involved

3

with this project.

Paul told me at one time he had

4 5
6 7

had a conversation with someone at the law school about trying to get them to expand or include some
components of intellectual property law and, so, he

was in some conversations over there, but there

8

there was no direct conversation with St. Louis

9
10
11

University about this concept 'cause it was just too

early.
Q.
All right. Now, you mentioned that you

12

believe that occurred several weeks or several months

13
14

before you entered into an agreement with Paul?

A.

Well, we1ve

we've -- we've described a I mean, I -- at some point

15

number of events here.

16 17 18 19 20 21 22 23 24 25

along the way here, I -- I met Paul and Sung Ho, saw the project, heard the pitch, liked the idea, and at someplace, and it could have been at the very beginning
l

Eric Friedman came into the picture and

and we entered into this -- we entered into this Option Agreement. sequence of events. So, you know, that was sort of the

Q.

Have you reviewed any particular documents

or e-mails, any communications or records that Grand Center possesses to sort of refresh your recollection

Page 24
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1
2

about the sequence of events?

A.

I did.

Not extensively, but I did look
yes, or a few e-rnails.

3
4

over a couple of e-mails,

(At this point, an
off-the-record discussion was had.)

5
6

7

(At this point, Plaintiff's
Exhibit No. 1 was marked

8 9

for identification.)
Q. I'll hand you what I've marked as

10 11 12

Plaintiff's Exhibit One with today's date. all, do you recognize that document, sir?
A. Let me take a minute. Okay,

First of

13
14 15
16
17

I've read it.

It appears to be a letter or

e~mail

and fax to

Ken Christian from Eric Friedman giving him background
on the Media Box and that appears to be
know who wrote this. I don't

I -- The -- Well --

18

Q.

I'm just using this as a -Yeah.
-- for the time being as a way to try to

19
20

A.
Q.

21
22

orient us chronologically to the sequence of events -A.

Uh-huh. of when things happened. Who is

23

Q.

24 25

Ken Christian?
A.

Ken is a consultant of Grand Center.

Has Page 25

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~

1

worked with us on and off varying projects for

2 3 4 5 6
7

the last -- well, since I've been here.
Q.

Is he still associated with Grand Center?

A.
Q.

Yes, uh-huh. Okay.
Does he have office space here or

an office?
A. No.

8

Q.

Do you -- And this apparently is a letter
Eric Friedman is someone

9 10
11

sent out by Eric Friedman.

that you recall ultimately got involved in this Media Box project through Mr. Guzzardo and Mr. Kim?

12
,,",

A.
Q.

Yes.
Now, this is dated August 19, 2003, and it

13

14 15 16
17

seems to be making reference to various things that
occurred prior to that date. Does that conform to

your recollection that discussions about the Media Box

preceded the date of August 19, 20037
A. Yes, I believe we had conversations with

18 19 20 21 22 23 24 25

that prlor to that.
Q.

And in fact it makes reference to a

meeting or perhaps several meetings relative to this

project, does it not, particularly one on August 15
involving yourself, Emily Pulitzer, and Paul Ha?

MS. LUBBEN:

1'11 object to Page 26

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1

and lack of foundation, but you can answer.
A. I'm not sure of the question. Are we --

2

3
4

Q.

The question is do you recall a meeting on

5
6
7 8

August 15 between yourself, Emily Pulitzer, Paul Ha,
and representatives of the Media Box project. A.

I donlt recall that specific -- that
I do recall a

specific meeting or that specific date.

9 10
11

meeting in which Emily Pulitzer and I went to Sung Ho Kim's studio, which I mentioned earlier. Q.
A. Right.

12

And that could be the meeting and Paul Ha
I don't -- I don't recall

13

could have been with us.

14
15

him being there.
Q.

Do you recall Paul Guzzardo being involved

16
17

in that meeting at Mr. Kim's office?
A.

I don't.

My recollection -- My

18 19

recollection was that it was -- But I don't recall Paul being there, either. Q.

20
21 22 23 24

Do you -Paul Ha.
I'm sorry. Do you recall Paul Guzzardo

A. Q.

speaking to or meeting with you prior to August the 19th, 2003, concerning this project? A. Again, I mean, it's pretty obvious from Page 27

25

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3
4 5

prior to that because, I mean, Paul was -- was clearly
working with Sung Ho on this and, you know, so, even though it references Sung Ho, there must have been

6 7
8

conversations with -- with Paul prior to this I would think.
Q.

Is it fair that your recall of those

9 10
11

events prior to August 19, 2003, is not crystal clear in terms of date and participants and the like?

A. Q.
the

Yeah. All right. Generally speaking, how did

12
13

you say you were contacted by someone about, What do you recall about how

14
15
16 17 18 19 20 21 22 23 24 25

you know, this project.

that process proceeded, who you spoke to about i t
within Grand Center, and how is it that members of the Grand Center Board may have gotten involved in looking into it more closely? A. Well, you know, my recollection is that,

you know, this was -- this was a development that was going to involve some high design components and, so, I invited Emily Rauh Pulitzer and apparently Paul Ha to take part in the discussions because it would be this location -- the contemplated location is right by their bUildings.

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1
2

Q.

Uh-huh. And, so, I wanted them involved in And either prior to or SUbsequent to

A.

3
4

conversations.

that, Emily Pulitzer and -- and Sung Ho Kim and his

5
6
7

wife, Heather Roofter (sic), have become -- Woofter
have become pretty good friends.
Q. A.

Uh-huh. And, so, you know, and I donlt know if

8

9 10
11

they knew one another before this or not, but -- so that's how Emily would have been invited in. And

that's pretty typical.

I

mean, I -- if someone

12

approaches me about trying to develop a piece of

13
14

property, it's pretty routine that you go talk to
the -- to the neighbors about the idea before you

15
16

start advancing it.
Q.

All right.

Well, St. Louis University was

17 18
19
20 21

within a block of this location, as well --

A.
Q. A.

Uh-huh.
-- was it not? Yes, and -Was there any -- Was there any attempt to

Q.

22
23 24

get Father Biondi involved in any discussion?

A.
time.

Joe -- Joe Adorjan was chairman at this

25

Q.

Uh-huh. Page 29
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4

A.

Joe was also chairman at St. Louis

University and I believe was on the Real Estate Committee and this, I mean --

Q.

The Real Estate Committee of what

5 6 7 8 9 10
11

organization? A. Of -- Well, of Grand Center, Inc. And the

Real Estate Committee of Grand Center,

Inc. composes

the Board -- at that time it composed the Board of

ceRe

and Vandeventer Spring Redevelopment Corporation.

So, this is obvious -- I mean, this was, obviously,
widely discussed within -- within the Board and -- and not to the exclusion of St. Louis University or anybody else.

12 13 14 15 16 17 18 19 20 21 22 23 24 25

Q.

It appears from this letter that a

location had been identified or at least a potential location had been identified to place the Media Box within the Grand Center A. Uh-huh.

Q.

-- development area.

How did that

location get selected? A.

Who was involved in that?

I believe that was Paul and -- and I mean, you know, they -- my they sort of had

Paul Guzzardo and Sung Ho. recollection is, is that,

this -- they had this site in mind because of the curvature of the street and the way in which it worked Page 30

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and whatnot, so I think when they approached us, they already had that site identified and I think may have

3
4 5

already had some drawings done on it.
Q. A. Q. Do you still have any of those drawings --

Not to my knowledge.

6
7

-- that you've seen?

Have you reviewed

any document that indicates that Guzzardo and Kim had

8
9

determined that this would be an appropriate site and
were approaching your organization to locate their

10 11
12 13 14 15

development A.
Q.

Oh, yeah.
-- at the site?

A. drawings.

Yeah,

I mean, there -- there were

There was a model of this thing that was

built as I recall. Q.

16 17
18

But at what point in time?

I'm talking

about in the early contact period.

A.

I think the very earliest contacts, they

19
20

had that site in mind.
Q.

That's my recollection. And is that recollection based

All right.

21 22 23
24 25

upon any document that you reviewed at any time?
A.

To the -- The drawings that I'm referring Yeah, I mean,

to and the -- and the model that I saw.

I think from the very beginning, that's what they -that was the site they had in mind.

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Q.

You say there were parking lots that had

2
3
4

been developed by Grand Center before --

A. Q.

Uh-huh.
-- this date. Did anyone consider using Was that

5
6
7

parking lots for this -- this installation?
topic ever discussed at Grand Center?

A.

It was discussed.

You know, after we were

8

unable to acquire the Day site, I contacted Paul. Q.
Well, we I 11 get to that.

9
10
11

A.
Q.

Okay.
I

want to try to focus on things that were
n

12 13 14

happening early on as to

A. Q.

Yeah. -- whether there was any discussion within

15

Grand Center about any other sites that may be

16
17

appropriate or worthwhile for a development of this
kind.

18

A.

We had -- We had a proposal that was
We had and continue to have an

19

site-specific.

20 21
22

ambition to improve the Day site.

And, so, I mean,

there was no reason to try to find another location.
Q.

What was the ambition that Grand Center

23
24

had to improve the Day site?

A.
Media Box.

Well, in the point in instance, it was the Prior to the Media Box, it was just, you

25

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1 2 3 4

know, having an automotive repair shop in the middle of an arts district was not deemed to be ideal and it's, basically, a parking lot and a -- and an auto repair shop and our hope was to find a higher and better use for that. Q. Tell me about those discussions. Who was

5
6
7

involved primarily in advancing that discussion within the Grand Center organization?

8

9 10
11

A.

That would have been myself,
the Real Estate Committee because we

Emily Pulitzer,

have redevelopment rights and obligations from along
Olive from Spring all the way down to Vandeventer as part of our Vandeventer Spring Redevelopment

12
,~

13 14 15 16

Corporation.

And, so, you know, when I came here --

we refer to that internally as Olive West -- and when
I

came here,

you know,

there was considerable focus on

17
18 19 20 21 22 23 24 25

trying to get some development going along Olive west.
Q. Were developers contacted for proposals

during that time frame when you first came here to explore those possibilities? A. Yes, but --

MS. LUBBEN:
question.

Wait for his

A.
Q.

Oh, okay.
And what evidence would there be that

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1 2
3

those developers were contacted or involved or presented proposals or what have you?
A. There would be some documents in our files

4
5
6

about approaching either developers -- I'm not sure if
we ever did an RFQ per se, but shortly shortly

after I got

relatively shortly after I got here, we

7

began negotiations to acquire land up and down Olive

8 9
10
11

and, unfortunately, we were successful in many cases and then the market collapsed, so ...
Q. You say you were not successful or you

were?
A. Q. We were successful.

12

13
14

You bought property for -Right.
-- more than what you could have gotten a

A.
Q.

15

16

couple years later?
A. Q.

17
18 19

Right, absolutely. All right.
And -- And, yeah, I mean, we are still

A.

20 21 22
23

holding a lot of that property down there because of the financial collapse.
Q.
Had there been any approaches before this

Media Box project was brought to you to negotiate with Mr. Day and acquire his property?

24 25

A.

I think we made an offer on his property

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,,",

1 2 3 4 5 6
7

early on and -- but I'm not -- I'm not exactly -- I'm
not exactly sure of the -- of the sequence there, but it's in 2001-2002 time frame, you had The Pulitzer

Foundation for the Arts opened and the Contemporary
Art Museum right next door opened and Mr. Day's

property is, you know, just across the street from there and, you know, we have acquired a lot of land for future development without knowing exactly what we were going to put there at the time that we purchased
the land and I think there -- there may have been an

8 9 10
11

early offer to Mr. Day to -- to buy his property with

12 13
14

the idea that we would remediate it and get it ready for development.
Q.
by Ms.

Was that a plan that was strongly advanced

15 16
17

Pulitzer and Mr. Ha?
A. I don't want to characterize their. It

was pretty strongly advanced by me and I didn't need a lot of support from them. the You know, I mean, I --

18 19 20 21 22 23 24 25

the idea of cleaning up this neighborhood is

our raison d'etre, it's the reason we're in existence, so, you know, I don't want to point to anyone or two

Board members or individuals and say they were preeminently responsible.
Q.

It is a fact, however, that once

discussions became more focused on the Media Box

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1

project and this location was proposed,

the two

2
3

individuals from the Board who apparently participated
in some -- some seminal meetings about the project were Mr. Ha and Miss Pulitzer?
A, Q, A,

4
5

Paul Ha was never on the Board.
Okay,

6
7

But, yes, and I explained the reason, I

8
9

mean, their proximity to the -Q,

Sure. -- to the property. Now, in this August 19, 2003/ letter, it

10
11

A.

Q.

12 13 14

references that there were issues and concerns
regarding starting condemnation proceedings and it states we are all comfortable proceeding as you

15
16

suggested.
discussions,

What do you remember about any of those
Mr. Schoernehl, with reference to issues

17 18 19 20 21 22 23 24 25

and concerns about condemnation and that there had been some suggestions made supposedly by Grand Center about how that was going to proceed? A. differently. Well, I'm not -- I'm reading this First of all, this is addressed to And he says, It was good

Ken Christian, not to me.

talking with you yesterday regarding the Media Box development project. I understand all of your issues

and concerns regarding condemnation proceedings and we
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1
2

are all comfortable proceeding as you suggested.
Okay. Now, I don't know what Ken suggested.

3
4 5

Q.

Does it appear to be that Mr. Friedman and

his colleagues had expressed some issues and concerns about using condemnation to acquire property

6
7

A.

No. -- for a Media Box? MS. LUBBEN: Objection, calls
You

Q.

8
9

for speculation,

lack of foundation.

10
11

can answer.

A.
opposite.

Okay.

I -- I think it's quite the

12

I think it was Ken who was expressing

13
14
15
16
17 18 19

concerns about the use of eminent domain. Q. A.

Okay.
And -- Because it is Friedman who is

saying I understand all of your issues and concerns
regarding starting condemnation proceedings and we are comfortable proceeding as you suggested, which I read

to imply that Ken was saying let's try to do this
through negotiation or let's try to do this in some
other. I mean, I'm not Ken. I didn't have the

20
21

22
23
24

conversation with him.

I'm just -- That's my

interpretation.

Q.

Okay.

Have you ever talked with Ken about

25

what issues or concerns he may have expressed when he

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was conducting these preliminary discussions with the

2
3

Media Box representatives?
A. Q. Not to my recollection.

4
5 6

As the president and -- and executive

officer of Grand Center at the time, what issues and

concerns would you have had about starting

7
8
9
10

condemnation proceedings to advance the Media Box -Media Box project?

A.

I think -- Well,

first of all,

under state

law you have an obligation to have good faith
negotiations. And, you know, so I think there is that
If

11
12

you have to -- you know,

you have to satisfy.

13
14

condemnation becomes required, then, you know, we
demonstrated we were quite ready to do that. But, you

15
16

know, it is something that has to be done with, you
know, with some degree of caution. Most recently and

17
18 19 20 21 22
23

just prior to this, maybe simultaneous with this,
St. Louis University was in the press quite a bit about some condemnation -- some acquisitions under condemnation that they had done, so there was some growing sensitivity about the use of eminent domain in the city at the time.
Q.

All right.

And at least those experiences

24

or that knowledge that you have about what issues

25

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7

wanted to avoid if you could avoid them?

A,
Q. A.
Q.

Oh-huh.
That's a yes? Yes.
1 1 m sorry.

That's all right.

The letter also talks

about providing binders at some point in time to
yourself and to Miss Pulitzer and Mr. Ha. Do you

8 9 10
11

recall receiving any type of a binder relative to the Media Box?
A,

I don't. I mean,

I mean, I remember looking at
I don't recall a binder per 5e.
~~

drawings and,

12 13
14

Q.

And if I

am I correct in -- in

suggesting that the time that you were looking at the drawings initially was the visit that you made to

15 16
17

Mr. Kim's office in downtown St. Louis?
A.
Q.

I -- I'm not sure --

All right.
-- I mean, you know.

18 19 20 21 22 23 24 25
,'-'"

A.

Q.

Prior to this August 19, 2003, date, do

you have any idea on how many occasions you personally would have either spoken to or communicated with Mr. Guzzardo, Mr. Kim, Mr. Friedman, or any of their representatives relative to the Media Box?

A.
Q.

Prior to the August 15 meeting? The August 19 letter. Page 39 Masuga Court Reporting
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2

A,

Oh,

I don't know,

but I suspect that we

had pretty extensive conversations by then.

3 4 5 6
7

Q.

And this letter gives the impression that

there was quite a bit of discussion -A. Yeah.

Q. time; correct? A.

that had taken place prior to that

8 9 10
11

Yeah, and I would not have casually

suggested that Emily Pulitzer and Paul Ha accompany me

to a meeting unless I felt that there was some reason to be enthusiastic about this project.

12
,~,

Q.

Have you reviewed Mr. Guzzardo's

13
14
15 16
17

deposition in this case, sir?
A.
Q.
I

have not. He had indicated that he
First of

All right.

received an e-mail from you in July of 2003.

all, were you using e-mail back in 2003 to communicate

18 19 20
21

with individuals concerning Grand Center business?
A.
Q.

Yes. All right. Do you recall any particular

e-mail that you sent to Mr. Guzzardo back in JUly of 2003?

22 23 24 25

A.
Q.

No.

All right.

Had you reached a conclusion

before you involved other members of the Grand Center

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,..--."

1 2 3 4 5 6

Board that the Media Box proposal seemed to be a good

fit for the Grand Center area?
A. know, I was pretty enthusiastic about -- You

I work for a Board, so I don't make these

decisions myself

Q.

Sure.

7
8 9 10
11

A,

-- but I was pretty enthusiastic about it,

sure.
Q. One of your functions, though, is to sort

of screen things before
A. Sure.

12 13 14 15 16
17

Q.

-- they get to the Board?

A.
Q.

Uh-huh, sure.

And if you think of a good idea or someone
you then take it onto the

presents a good idea,
Board

A. Q. A. Q.

Right. -- for further Uh-huh. -- investigation?

18 19 20 21 22 23 24 25

A.
Q.

Correct.
Now, the August 19 letter makes reference

to a Real Estate Committee, and I think we've made reference to that, there is a Real Estate Committee,

at least there was at that time --

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1 2 3 4 5 6
7

A. Q.

Right. -- for the Grand Center Board. Do you

recall who would have been on the Real Estate Committee back at that time in August of 2003?

A.

I can't recall precisely.

I can produce

that for you, but I can't recall precisely. Q. Was Miss Pulitzer on the committee, the

8
9

Real Estate Committee?

A.
Q.

I believe she was.
All right. Do you remember approximately

10
11

how many members would have been on the committee? A. It was about generally seven, six or

12
13

seven/ maybe eight members.

14 15 16
17

(At this point, Plaintiff's Exhibit No. 2 was marked
for identification.)

Q.

After August 19, 2003, do you remember

18 19 20 21 22 23 24 25

what next involvement you may have had with the Media
Box project?
A. No.

Q.

Okay.

r'll hand you what I've marked as

Exhibit Two, ask you to take a look at that. A.
Q.

Okay.
Do you recall receiving a copy of a letter

the first part of September, 2003 from Eric Friedman

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1
2
3

that he had sent to Miss Pulitzer and Mr. Ha?
A. Q.
I don't remember seeing this --

Okay.

4
5 CC.

A.

-- but I do see that I am indicated as a

6
7

Q.

All right. MS. LUBBEN: For the -- For

8 9

the record,

this is just an e-mail draft

of the letter.
A.

10
11

Okay.
On the back page of that document appears

Q.

12
13 14

the name of Terry Q 1 Bryant.
Terry O'Bryant -A.
Q. A.

Do you know who

I don't.

15
16

-- is? I don't.

Do you know who Angela Miller is?

17
18

Q.

Do you know John Tobin or Ken Langsdorf?
I

A.

don't know John Tobin.

Ken Langsdorf

19
20

was at the time,

I believe, practicing real estate

with Eric Friedman.

21

Q.

Now, what do you recall was going on with

22

the Media Box project here at Grand Center in

23
24

September/October of 2003? A.
You know,

it was one of many projects that

25

we were trying to move along, but I don't have any
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specific vivid recollections of any -- of any activity
regarding it.

3
4 5 6 Center,

Q.

Was there an individual here at Grand a staff member that was sort of

you know,

shepherding this project through the various twists and turns as to getting it approved or having --

7

A.
Q. A.

Well,

it probably --

8
9

decisions made? probably would have been

10
11

Ken Christian --

Q.
A. Q.

Okay.
-- in his capacity, yeah.

12

13
14 15

And would there have been a file generated

in the normal course of business on the Media Box project within the Grand Center records?

16
17

A.

I would believe so,

yes.

Q.

All right.

Now, at some point in time,

18
19
20 21 22 23 24 25

we'll get around to talking about an article that was
written and published in the Post-Dispatch in January of 2005 by Jack -- or
that article? Jake Wagman. Do you recall

A.
Q.
A.

I

do.

Have you looked at that recently? I have not. All right. I'll represent to you that

Q.

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",

1 2 3 4 5 6
7

within that article,

it suggests that an offer of

$125,000 was made to Mr, Day in October of 2003 to
purchase his property. amount being made to -A. Yes.

Do you recall an offer of that

Q.

-- Mr. Day?

How did that come about?

What was done to decide to make that offer?

8
9

A.

We hadn't done an appraisal and we looked
sort of assessed

at -- at the property and, you know,

10
11

what we thought in our mind we could afford to pay for it and raise money to pay for it. The impact it would

12 13 14 15 16
17

have on -- on our general progress,
okay,

I'm just saying,

let's -- let's offer $125,000, which we did, and

I don't think we ever got a response.
Q.
Who do you remember was directly involved

in reaching the decision to make the offer at that point in time? A. I think that would have been me and

18 19 20 21 22 23 24 25
estate

probably Alan Pratzel would have been involved in write -- drafting the letter, but probably me and Ken Christian, I suspect.

Q.

Was the proposal brought before the Board

for approval? A. No, I typically, if I make offers on real

I can't enter into any contract until I --

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you know,

until I get Board approval,

but I wouldn't

2

typically get Board approval on an offer.

3
4
5

Q.

Had the Board set any parameters as to,

you know, a value of the property as to what kind of
offers could be made prior to that time? A. Q. Not to my recollection. What

6
7

do you remember the appraisal that

8

was commissioned showed for the value of the property? A.
When we made the offer for 125,000, we

9
10
11

didn't have an appraisal. Q. A.
All right.

12 13
14

After not getting a response, we then had

an appraisal done.

Q.

What served as the basis for coming up

15 16
17

with the number if you didn't have an appraisal?

A.
Q.

Which? The 125.

18 19 20 21 22

A.

As I described, it was -- it was a -- an

estimate of what we felt we could justify to our Board, the neighborhood, our funding sources, and whatnot as to the value that it would add to the -- to the neighborhood in general and I'm sure we did a square footage calculation. I don't recall what it

23
24 25

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upon -- upon some type of calculation.

2

Q.

Was there any attempt to involve
l

3
4

Mr. Guzzardo, Mr. Kim

Mr. Friedman in arriving at a

number to make an offer?

5

A.

Not -- Not that I'm aware of.
MS. LUBBEN:

6
7

Just wait for

the question.

8
9 offer?

A.

Sure.

I'm trying to -- When was the
I'm trying to recall

When was the offer made?

10
11

the date.

Q.

I don't know for sure.

The newspaper

12 13
14 15

article reported October of 2003 is when $125,000 was offered and then reported that in December of 2003 a
second offer was made of $67,500. second offer Do you recall a

16

A. Q. A.
Q.

Yes.

17
18 19 20 21

-- in that amount?
Uh-huh.
Is that after an appraisal --

A.
Q.

Right.
-- was received on the property?

22
23
24 25

A.
Q.

Uh-huh.
Again, at the time of the second offer,

was anyone from Guzzardo's group consulted at all as

to what amount was going to be offered and how it was

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8

reached?

A. know.
Q.

I -- I have no recollection of.

I don't

And there would be no reason to do that,

would there?

A.

You know -MS. LUBBEN: Objection, asked

and answered. A. I'm sorry?

Go ahead.

9 10

MS. LUBBEN: A. Yeah,

Go ahead.

11
12
r',
13

I -- What was the date of the -- The

second offer was?
Q.

Reported December of 2003.

14

A.

Yeah, yeah.

I mean, 1 ' m not -- I have no

15 16 17 18 19 20 21 22 23 24 25

recollection whether I talked with them about the --

the price amount or not.
Q. Okay. At what point in time did you begin
Guzz~rdo

having discussions with

or Qnyonc QooociQtcd

with Guzzardo about entering into a formal contractual

relationship with them? A.
I -- I couldn't pinpoint. I mean, this

sort of evolved as transactions like this evolve. start with conversations, discussions, you have conceptual you -- you

You

and at some point in time,

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1

Q.

All right.

Was there a particular

2
3 4

occurrence or occasion that took place, a particular

conversation that occurred that caused you to say it's

time to proceed to something more formal than just the

5
6

informal discussions back and forth?
A.

I don't think I ever suggested the
I think that carne from either

7

formality of an option.

8
9
10 11

Eric or Mr. Guzzardo or

Eric Friedman or
And

Mr. Guzzardo or -- or someone on their side.
I'm -- You know,

I don't recall ever really seeing a

real set of what I would call finance numbers and I

12
13

believe in the option one of the things that is in

there that they were supposed to deliver -- Excuse me.
I'm sorry.
Q.
fine.

14
15 16
17

Sure.

If you need to take that,

that's

A.

Too late now.

One of the things that I
lS

18

believe is in the Option Agreement
provide us with a set of numbers. more financial information,

that they will
so, without

19 20 21 22 23 24 25

And,

I really felt that all of I remember thinking at

this formality was premature.

the time why are we doing this before we have our mind around whether or not this is a truly financeable project. So, I would be surprised if I suggested a I think that came from

for- -- a formal agreement.

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1 2 3
4

their side. Q. What did you understand the formal

agreement was supposed to accomplish?
A. They wanted to know that if we acquired they would have a right to purchase it. had

5 6 7 8 9 10
11

the property, Q.

At the time of the Option Agreement,

there been any discussion as to what the purchase

price would be if you acquired the property?
A. My recollection is that in the agreement

itself, there's a description of what the additive
what the additive elements would be that would determine the price and that included things like

12

13
14 15 16 17 18 19 20 21 22 23 24 25
.r--,

remediation costs not to exceed a certain amount, some
administrative costs not to exceed a certain amount, cost of acquisition, et cetera. I don't recall any

specific conversations about how much we would pay for the property per se, but there is a -- as I say,

there's sort of a list of things that would -- would have been added up to determine the price. Q. Contract? A. I don't, but I believe it came from Do you know who drafted the Option

Eric Friedman.

Q.

Ultimately,

it appears that your signature 2004?
Page 50

was put on a contract on the 15th day of March,

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A. Q.

Uh-huh. Does that sound about right to you? Yes. And had Mr. Guzzardo signed for the buyer

2

3
4

A.
Q.

5
6
7

prior to that time as far as you can recall?

A.
Q.

I can't recall.
Now, were you authorized to execute this

8

Option Contract by your Board? MS. LUBBEN: I'm going to

9
10
11

object as to vague to the extent you say
"your" what -- which entity you're talking
about.

12

13
14
15
16

MR. clear it up.

PAPA:

That's fine.

I'll

(Questions by Mr. Q.

Papa)

Were you, as president of the Grand Center

17

District, authorized to execute this contract by your Board? MS. LUBBEN: I'm going to

18
19

20 21 22 23

object again to the extent that you're

suggesting he signed on behalf of Grand Center. MR. PAPA: And I appreciate

24
25

the technical correction -- correctness of that objection. Page 51

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(Questions by Mr. Papa)
Q.

Actually, the contract was between

3
4

Vandeventer Spring Redevelopment Corp. and Guzzardo A.

Right.
-- correct? You were president of

5
6
7

Q.

Vandeventer Spring Redevelopment Corp.?
A.

Yes. Were you authorized to sign this Option

8

Q.

9

Contract by the Vandeventer Spring Development

10
11

Corporation Board?
A. I don't recall if there was a specific

12
13

approval or not.

Q.

Were members of the Vandeventer Spring

14

Redevelopment Corporation Board aware of the fact that

15
16
17 18 19 20 21 22 23 24 25

you were going to sign this Option Contract? A.
They were certainly aware of these ongoing

discussions and I would point out that that's more than a technical distinction because Grand Center, Inc. does not have the right of eminent domain. Vandeventer Spring Redevelopment Corporation has the right of eminent domain. And, so, it was an important

distinction in terms of who executed this and -- and to whom it was addressed because, clearly, at this point this time, we were contemplating that we may have to go to eminent domain.

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2 3

Q.

All right.

Well,

that was contemplated
that you might

back in August of 2003, was it not,

have to go to eminent domain to acquire this property?

4
5

A.

It was certainly always a possibility, but I meant

by the time we were around to this,

the

6
7 B

specificity of this being a contract or an agreement between Vandeventer Spring Redevelopment Corporation
as opposed to Grand Center,

Inc.

is -- is a meaningful

9
10 11 12 13 14 15

distinction.

Q.
clear,

All right.

And just so the record is

we're referring to a document that I've marked

as Exhibit Three.
(At this point, Exhibit No. Plaintiff's

3 was marked

for identification.) MR. copy? PAPA: You need another

16

17
18 19 20 21 22 23

MS. LUBBEN:
here. MR. it here. PAPA:

I've got one

I mean,

I've got

A.

Can we take a quick break?

MR. PAPA:

Absolutely.
there was

24
25

(At this point,

a short break taken.)

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(Questions by Mr. Q. Okay.

Papa)

2

You have the Option Contract in

3

front of you.

Did anyone pay anything as a result of

4 5 6
7

the Option Contract? Guzzardo anything?

I mean/ did Grand Center pay Did Guzzardo pay Grand Center Not Grand Center.

anything or -- I'm sorry.
A.

Vandeventer Spring? The Vandeventer Spring? No. What did you understand when you executed

8

Q.

9
10

A.
Q.

11
12
13

this contract, what did you understand Vandeventer
Spring was getting out of this contract?

A.

Well, to the extent that we could acquire

14

the property and to the extent that the project could

15
16
17

be developed, we'd be getting a very important
addition to the neighborhood.
Q.

Now,

I understand that this was likely the

18 19
20 21

first time that you were involved in a condemnation proceeding on behalf of Vandeventer Springi correct? A. Q. Yes. Presuming that the Vandeventer Spring

22 23 24 25

followed all the -- the legal requirements to acquire the property, other than establishing what the value is by the Court, there's no way to prohibit the is there? Page 54

condemnation from taking place,

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MS. LUBBEN:

Objection to the

extent it calls for a legal conclusion. A.

3

I'm not -- I'm not sure I understand the

4
5 6 7

question.
Q.

Well,

the question is this.

The
As

corporation has the authority to condemn property.

long as it follows all the legal requirements, there's
no impediment to it getting the property at least at

8
9 10
11
12 13 14

that point in time to your knowledge as the president of Vandeventer Spring? MS. LUBBEN: Objection, calls

for a legal conclusion, lack of foundation, and speculation.
A. It is my understanding that if we follow

15
16
17
18

all the rules,

that we -- we can -- we can come up

with a number determined by a legal procedure.

Q.

Sure. You have no assurance of what that legal

A.

19
20

procedure -- what that number is going to be -Q.

Exactly. but there
lS,

21

A.

absent that, putative

22
23

certainty that you can get it done. Q. All right. Do you understand that once a

24 25

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property owner has to be compensated for the property, that Vandeventer Spring had the -- the option of not paying that and abandoning the project? A. Is that -- Is that my understanding?

3
4

5
6 7

Q. A.
that.

Your understanding.

It is -- It's my belief that we could do

I have been over time -- People have argued

8
9
10 11

that back and forth that in inverse condemnation cases
that a price can then be enforced, but I've never -- I didn't

I didn't have that as a concern here.

I

felt that if we got to a number,

if we could afford

12
13

the number, we could pay it.
Q.

All right.

When was the condemnation

14 15
16

proceeding begun in reference to the time when this Option Contract was executed?
A.

And using

~-

Yeah.
-- the date that you executed it on

17 18

Q.

apparently March 5, 2004.

19
20

A.
Q.

I'm not sure.
Again I'll make reference to this Wagman He suggests that the suit was

21

Post-Dispatch article.

22
23 24

filed sometime after December of 2003 and before
February of 2004.

A.
Q.

Say -- Say those again?

I'm sorry.

25

December of 2003 and February of 2004 is
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when the condemnation action was actually --

2
3

A.
Q.

Okay.

-- instituted.

Does that sound about

4
5
6

right to you or do you know for sure?
A.
know

You know, absent anything else, you

7

MS. LUBBEN: A.
Q.
A.
Yeah,
Okay.

Don't guess.

8
9

I'm not going to guess.

10
11

You know,

there -- there would -- there's

a document someplace that's got that.

12
13

Q.

Let me ask you this:

Was the condemnation

proceeding instituted prior to the execution of this

14
15
16

Option Contract?

A.

I don't know.

I mean, Guzzardo appears to
I appear to have

have signed sometime in February.

17 18

signed sometime on the 15th day of March.

So, I don't

know exactly when it was -- when it was instituted.
Q.
Okay. Tell me what you remember about the

19
20 21

condemnation proceeding. the court system?
A.

How did it progress through

22
23 24 25

It didn't.

I mean, we filed and at the

time there was a national case that was getting a lot of -- a lot of attention.
Q.
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2
3

A.

Day never responded.

To my knowledge, we

never got any response from him,

legal or otherwise.

I had made mention earlier that there had been some

4 5
6 7 B

press in the previous year or two about St. Louis

University and other condemnations taking place in the
city and there was a lot of very bad press about this at a national level, at a local level and we were
in -- we were nowhere in terms of achieving any kind of a response from -- from day.

9

I mean, it was

10
11 12

just -- it was just dark on their side.
knowledge, Q.

To my

he never even engaged an attorney. When you say that there was a lot of press

13
14
15

about this, you're not talking about a lot of press
regarding the Day matter?

A. Q.

Yes.

16
17 18

In 2004?
I'm talking about the Day matter and

A.

eminent domain in general.

19
20 21

Q.

Well, let's focus on the Day matter.

What

do you recall being the issues raised in the press regarding your attempt to condemn his property during

22 23 24
25

2004?
A. article. Well, I mean, you've got the Post-Dispatch it was

it portrayed -- I think it
in an aggressive
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2 3

negative light and there was considerable concern at
the Grand Center Board level and, candidly, among our donors. You know, this was not -- this was not a

4
5

positive thing for us.
Q. Okay. Now, I'll represent to you that the

6 7 8

Wagman article appeared on January 31, 2005, and I'm

getting the impression that you believe there was
negative press ongoing about the Day matter throughout

9

2004 or at various times in 2004.

10

A.
will
~-

No, not so much about Day.

And, again, I

11 12 13 14 15
16
17 18 19 20 21 22 23 24

I will defer to the record on this, but there

was a case -- I don't know the name of it -- that made its way all the way to the Supreme Court about the use

of eminent domain for economic development.
Q. Commonly called the Kelo case?
Ke10 case, okay_ And that was ramping up

A.

at the same time that this was ramping up. we started these conversations, you know,

Now, when I didnrt

know there was going to be a Supreme Court case that was going to sort of crescendo into this. There was a

national organization that came to town over the over the Day case that wanted to have demonstrations in Grand Center. of
-~

I mean, there was -- there was a lot

there was a lot of concern about this from a I mean, to the extent
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2
3

that Mr. Day's intention was to discourage us from
pursuing eminent domain, he was successful.

To the

extent that his intent was to get us to pay an

4

exorbitant price, he was disappointed.

5
6 7

Q.

All right.

But you're speculating as to

what actions he was taking because, as you said earlier, throughout 2004, you guys hadn't heard

8
9

anything from him --

A.
Q.

That's exactly right. -- right? What attempts were you making

10 11 12 13
14

to reach him during 2004 about any issues that may
have existed regarding, you know, his opinion

concerning your actions to try to take his property by
eminent domain?

15
16
17

A.

We had a couple of conversations.

I

spoke

with him directly.
never Q.

As I say, to my knowledge, he And--

never engaged an attorney.

18 19 20 21
22

Can you be more specific as to

approximately when you would have had these
conversations with him and the circumstances where

they took place?

A.

I stopped by his place of business on at

23 24 25

least once and I think two occasions and -- and he just didn't want to talk. I mean, he just said, Look,

I, you know -- There just was not a -- There were some

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efforts I think on behalf of the alderman at the time,

2

Mike McMillan, to try to reach him to see if something

3

could be worked out and there just wasn't any -- there
just wasn't any communications.

4
5
6 7
8
9

Q.

Did you speak with Mike McMillan during

2004 about any issues relative to that condemnation proceeding?
A.
it.

I don't have any specific recollections of

10 11
12

Q.

Okay.

When is the last time you think you

read the -- the Wagman article?

A.
Q. A.

Oh. Well, Yeah,

When did it run, 2005? I believe January 31, 2005. yeah.

13 14
15

Q. got what -A.

I don't have a copy of the paper, but I've

16
17
18

Yeah. -- purports to be a copy of -- of the

Q. article.
A.

19 20
21

Okay.
(At this point, Plaintiff's

22
23

Exhibit No. 4 was marked
for identification.)

24
25

MS. LUBBEN:
questions about it,

If you have

I'll ask that he takes

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2

his time to review it. MR. PAPA: Yeah, and I would Might as well

3
4

ask that he do the same.

get to it when we're talking about it.
A. Okay. (Questions by Mr. Papa)

5
6

7

Q.
end of it,

All right.

In that article towards the

8

it does make some reference to comments by

9
10
11

Alderman McMillan, does it not?
A.

Yes.
And reading that -- Now, you had just

Q.

12
13

mentioned that sometime before I think this article

carne out, you believed you had talked to
Alderman McMillan about the Day project and
and,

14
15

you know, some of the issues that had arisen
concerning the use of eminent domain.

16

Do you think

17
18

Mr. McMillan is inaccurate or whether it's being
reported inaccurately that he said he was surprised to

19
20 21 22

learn about Day's situation at the time this article
was being published and that he's quoted as saying, "Had I been aware of it, the way it was done"?
MS. LUBBEN: Objection, lack

I would not have supported

23 24
25

of foundation.
A.

Calls speculation.

Yeah, I -- my earlier comments were not
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predicated upon a specific point in time.

Knowing

Mike McMillan, I would be surprised if he did not try to contact Day if not before this article, after this article because it talks about the case being set back and if we didn't settle by -- you know, by the new trial date or whatever, so I wasn't -- you know, wasn't trying to intimate that we went to Mike McMillan with every action before we undertook I

9
10
11

it.

And Mike might have been, might not have been

surprised by this, but I'm pretty sure he tried after
this became a public issue to -- to resolve it.
could be wrong, but I -- you know, Mike was a
I

12
13 14

pretty
Q.

pretty proactive guy -Uh-huh. -- and with something like this, I would

15
16
17

A.

suspect that he would be trying to resolve it.
Q.

On the occasion that -- occasion or

18

occasions that you personally visited with Mr. Day after the suit had been instituted, what do you recall
about the nature of the conversations you had with

19
20
21 22

him?

A.

Just that he -- that he didn't want to

23
24

make an offer, a counteroffer.
know,

He -- To this -- You
I don't

I met with Mr. Day in this room

25

know -- three months ago and he would like to sell,
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1 2 3 4 5 6 7 8 9 10
11

but he will not name a number and he just, you know and that's how he was back then. know, I'm -- Make another offer. He just said, you

Make another offer.

Well, I mean, you can't just keep bidding against
yourself, and -- and especially in this environment.
I mean, there was all of this national press, all of You know,

this national conversation about this.

we -- if we had pursued this, we could have come out with a judgment and a number that would have made the

Media Box impossible and, so, we made the decision to
drop it.
Q.
Who was involved in that decision and when

12
r',

13 14 15 16 17 18 19 20
21

did that decision -A. I don't know the exact -take place?

Q.
A,

date,
I

I don't know the exact date, but

it went
Board.

did take that to the full Grand Center

Q.
this

And was that after the publication of

A.
Q.

Yes.
Wagman article?
It was after the publication of the Wagman We weren't making any progress. you know, And just we

22 23 24 25

A. article. decided,

this is just -- we're just -- you

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1
2

know, we're taking too much of a public beating and we
need to -- you know, we need to just dismiss this case

3

with prejudice.

4
5 6
7 8

Q.

Okay.

So, the public beating had been

occurring for some time before the Wagman article had
been written?

A.
Q.

The?
The public beating that you make reference

9
10

to?

A.

No,

I think this really was the -- there

11 12
13

was a lot of conversation in there and there was some -- and there was some negative press, but this was really kind of the high point of it, but there was
also all of this press about eminent domain in general, the case going to the Supreme Court. looking ahead. Even if you
Wln

14 15 16
17

You're

a case and you get

some exorbitant number, you know, can you afford to
pay it? You know, why are -- It was just the circ-

18
19 20 21

the set of facts were just bad at that particular time to be trying to use eminent domain and, know, we dropped the suit. Q. Was a primary concern on behalf of the so -- so, you

22
23

Vandeventer Redevelopment Board and the Grand Center

24
25

Board adverse reputation, bad will being caused by the
action?

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A.

There was certainly that.

There was also

2 3 4 5 6 7 8
9

the concern that we could have come out of this with

a -- with a jUdgment that would have been -- would
have made the project itself, even if
~-

you know, we

could have come out with a condemnation award that would have made the project impractical in terms of
in terms of it ever getting built, so if you're in

this -- if you're in this process to achieve an
outcome and if the process gets tainted by outside circumstances such that it's going to make the outcome

10

11
12

impossible anyway, why continue?
Q. Okay. Was Guzzardo or any member of his

13

development group consulted on whether you would
continue with the litigation against Day or not? A.

14
15

I can't recall. Is there any document that you've ever

16 17 18 19
20

Q.

seen where you talked with Guzzardo or talked with Mr. Friedman about,
the

you know,

the plans to abandon

the condemnation action?
A.
Q.

Not that I'm aware of. They certainly had no right to control

21

22
23

that decision, did they?
A.
Q.

I don't believe so. The Option Contract didn 1 t give them the

24

25

right to advance or cause to have the condemnation

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2 3

action advanced, did it? A. Q. I don't believe so. The Wagman article makes reference to

4
5
6

Mr. Guzzardo and to Eric Friedman, does it not?

A.
Q.

Yes.
While this condemnation action was

7 8 9

pending, do you recall having conversations with Guzzardo and/or Friedman about what, if anything, they
were allowed to talk about or who they could talk to

10
11

about the project and -- and condemnation proceeding?
A.

No.
All right. Do you know whether Guzzardo

12

Q.

13

and Friedman were ever told they could not talk to the

14 15
16

press about the condemnation proceeding? A.
Q.

Not that I'm aware of.
Prior to the publication of the article by

17 18

Mr. Wagman, had you been contacted by Wagman about,

you know, his plan to prepare and write an article?

19
20

A.
Q.

Yes.
And how did that occur? What do you

21
22

remember about that?

A.

I think he sent me an

e~mail

saying that

23 24 25

he had some questions and I think I answered what I could and I think I referred him to
-~

to Eric and I
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think he had some questions about the Media Box
itself.

3

Q.

Well, prior to that time -- And that was

4
5

just a day or two before the article came out; is that
when the e-mail came to you?

6
7

A. Q.

I'm not sure. All right. Okay. (At this point, Plaintiff's Exhibit No. 5 was marked for identification.) I'll show you that.

8
9
10
11

A.

12

Q.

Does that appear to be a copy of the

13
14

e-mail that we're talking about?

A.

Yeah, it would appear what! did was

15
16

pasted Wagman's e-mail to me and sent it to Eric.

Okay. Q.
don't know.

17
18
19

Now, this e-mail from Wagman says -- I
Well, the e-mail was sent on Saturday,

January 29, 2005, and he indicates that on the prior
Tuesday, he spoke to Mr. Day and he says that Grand

20

21 22 23
24
25

Center is seeking to take his property by eminent domain and use it for something called a Media Box. Now, did you ever speak directly with Mr. Wagman about

this? A.
You know, I can't recall. I spoke to

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Wagman. Q. A.

I was on the school board at this time.
Okay.

3 4
5

So -- And Wagman was covering the school

board, so I had a lot of conversations back and forth
with Wagman on various things, so I can't recall if -if this -- you know,
if I had conversations with him

6
7 8
9
10 11

about this or not. would not have --

But,

I mean, clearly, you know,

I

MS. LUBBEN:

Wait for the

question.

A.
Q.

Yeah.
I mean,
i t appears that Wagman had only

12
13

spoken to Jim Day a couple of days before this -- this

14
15
16

e-mail to you,

the Tuesday before, and it was at that

point in time that Mr. Day informed him about the
condemnation action. Do you believe that Wagman was

17

writing articles before that time reference to this

18
19 20

matter?
MS. LUBBEN:
for speculation,

Objection,

calls

lack of foundation.

21
22
23

A.

Yeah,

I -- I mean,

I don't know of any

articles that were published prior to this one
Q.

Okay.
by Wagman.

24

A.
and -- So,

I'm not aware.

You know,

25

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1 2 3 4 5 6
7

Q.

Were members of your Board aware in 2004

of all of this negative information circulating about condemnations and using condemnations for,
inappropriate reasons?

you know,

A.

It was -- Yes,

I mean, my Board is a
you know, there had been At I

pretty informed board and, some press, the time, as I

said, about St. Louis University.

8 9 10
11

I think Father Biondi was on the Board.

mean, people were pretty generally aware of the fact
that this can be controversial.

Q.

But your organizations, neither Grand

12
/"

Center nor the Spring Avenue Redevelopment group, was
involved in any of those issues with St. Louis University's condemnations
A. No.

13
14 15 16

Q.

-- were they?

It appears from Exhibit

17
18 19 20
21

Five that you suggested that Mr. Wagman contact
Mr. Friedman.
Is that your recollection that you did

that? A. Yeah. Yes, I did.

Q.

Do you recall that or are you just

22 23 24 25

remembering from -A. Well, I'm reading this e-mail and it would I

appear that I -- that I tell Eric that I sent responded to relocation. I sent him your way to

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2

explain what the Media Box is.
Q. You were also asking or expecting that he that as a matter of

3

would indicate that a matter

4 5
6
7

law, businesses are entitled to relocation benefits so he wasn't hearing it just from us.

A.
Q.

Uh-huh. So, you were asking him to do more than

8
9

just talk about the Media Box, were you not?

A.

I thought that would have been helpful,

10 11 12

but the specific question that Jake kept asking me is what is a Media Box and I didn't want to misrepresent what it was and

13
14

Q.

Well, by this time, Grand Center and

Spring Redevelopment had had several lengthy

15
16
17

descriptions of what the Media Box -A. Uh-huh. -- was proposed to be, Right. Did you make an attempt to send that right?

Q.
A.

18

19
20

Q.

information to Mr. Wagman?

21

A.

No,

I felt it would

you know,

I felt it

22
23
24 25

would not be inappropriate for the developers to describe their project to -- to the press.
Q.

What was your understanding as to the

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2 3 4

prompted him to write the article?

A.
the

I think the eminent domain piece and

this sort of vague thing called Media Box that,

you know, I mean, if you look at it in the article, he
has it -- he has it in -- I think he actually has it

5

6
7

in quotes.

Yeah, he does.

So, my point is that
I

that he was -- he wanted -- he was trying to do,

8 9 10

think,

three things.

Number one, tie a story into the

national sort of uplift of interest in the whole issue
of eminent domain for economic development.

The

11
12
13

second is I think he was trying to portray a -- a
small property owner being disabused and -- in his
view.

And he was trying to leverage that disabuse, if

14
15

you will, by saying that there's some sort of a
planned use here that isn't contemplated by the plan.

16
17

He gets into that in the article.

But, again, he was

repre- -- he was referencing the CID Redevelopment

18
19

Plan, not the Vandeventer Spring Redevelopment Plan.
And, so, you know, I say in the article and I still

20
21
22 23

think that this was entirely consistent with what we
wanted to accomplish.

Q.
it?

And you were still very enthusiastic about

24
25

A.
Q.

Absolutely.

Still am.

And to the extent that you were willing to

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2

pursue this course of action by eminent domain --

A.
Q.

Uh-huh.
-- right? But it appears that the I

3

4 5

controversy has to do with the eminent domain?
mean, prior to him contacting you, there was no

6
7

controversy in any quarter about what a Media Box is, was there, to your knowledge?
MS. LUBBEN: Objection, calls

8
9
10

for speculation, lack of foundation. A. I mean, no one -- no one was objecting to

11
12 13 14

the Media Box that I was aware.

Q.

No one on the Boards No one on the Board, no. that you were working with were raising

A.
Q.

15
16

any issues

A. Q.

No.
~-

17

about how inappropriate this would be

18
19 20

or how vague it was or any of that --

A.
Q.

No.
-- concern that you, you know, expressed

21
22 23 24

or at least are talking about now? hopeful
n

You all were still

A.
Q. fruit?

Uh-huh. -- that the project was going to bear

25

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A.

Yes.
You felt that the project would be an

2

Q.

3 4
5 6

improvement to having an auto repair station located

across the street from the Contemporary Art Museum
and
~-

and The Pulitzer Foundation for the Arts;

correct?

7
8

A. Q.

Yes.
By referring Mr. Wagman to Mr.

Friedman

9
10
11

And at the same time, did you tell Mr. Wagman about
Mr. Guzzardo's interest in the project; do you recall
that?

12
13
14 15

A. Q.

I don't.

Do you know how Mr. Wagman would have

found out about Mr. Guzzardo?
A.

I don't.

16
17

Q.

By referring Mr. Wagman to Mr. Friedman,

were you hoping to deflect some of the criticism away

18
19

from your organizations and -- and have the developer
explain the value of the project and the -- the

20 21
22

mechanisms by which Mr. Day would be compensated as a result of the condemnation?

A.

I think deflect is

is the wrong verb.

23 24 25

I think what I was hoping to do was inform the public about what this was and the value that it -- that it represented and -- and I felt that could be best done

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by people that could articulate what the Media Box
represented in general -- or in specific rather I can assure

2
3 4

than in general.

I mean,

to this day,

you that Paul Guzzardo or Sung -- Sung Ho Kim or

5
6
7

probably even Eric could give you a better description
of exactly what the Media Box was going to be than I

could.

I was trying to give them an opportunity to

8 9

explain to the pUblic what -- you know, what this was

going to be and how it would be beneficial. The second point that I make is that,

The--

10

you know, that,

11
12
13

obviously, I had talked to him about relocation
benefits and Eric is a -- an accomplished professional
realtor and I was you know, I was hoping he could

14
15
16 17

explain the process to Jake in -- in more precise
terms than maybe I could. Q.
All right. You had formed the opinion

that Mr. Wagman's story was going to be negative?

18
19 20

A.
Q.

Yep.
Did you expect it to be negative as to

your organizations?

21

A.
Q.

I

did.

22
23 24

Did you suspect his tory would be negative

as to the developer? A.
I did not. I -- He didn't -- He was -- He

25

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Q.

Did you have a history with Mr. Wagman?
Oh, yeah, yeah, from the -- from the

2
3
4
5
6

A.

school board. Q.

And did you determine that facts don't

matter with him anyway?

A.
Q. A.

Pretty much so.

7

Okay.

Who is Michelle Cohen?
I

8

She was our communications person.

9
10
11

think she was employed part-time at the time for about
a year.

Q.

And her responsibilities would be to have

12
13 14

interaction with the press when the press had
A. Q. Uh-huh.
-- questions about projects of the Grand

15

Center or Spring Redevelopment?

16
17
18

A. Q.

Yes.

Mr. Wagman had told him that -- had told

you that he had been frustrating -- or -- frustrated

19 20
21 22
23 24

by Michelle Cohen because, quote,

"no one would tell

him what the Media Box is," close quote?
A.

Where am 1?
That's the second page of Exhibit Five.

Q.

A.
Q.

Okay.
Did you ever speak with Michelle Cohen

25

about any communications that she had with Mr. Wagman
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prior to the time you sent out this e-mail?

A.
Q.

I don't recall. Is she still working for Grand Center?

4
5 6

A.
Q. A.

No.
Do you know where she is now?

I don't.

I believe she's still in

7
8 9
10

St. Louis, but I don't
Q.
Do you-all have a last known address here

in all likelihood?

A.
Q.

Yeah, we can find something.
Okay. Now, when you told Mr. Wagman that "mixed use development with

11
12

the Media Box was, quote,

13 14

design studio space on the first floor and housing above," close quote, where did you get that
information? A. From the drawings and from I think it's

15
16

17
18 19

actually part of the description in -- in the Option
Agreement.

Q.

All right.

And you made a point in

20 21
22
23

telling Mr. Wagman that it was entirely consistent with the Redevelopment Plan --

A.
Q.

Uh-huh.
correct? Did you tell Mr. Wagman that

24 25

the developers had no input into the filing or prosecution of the eminent domain case?
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A.
Q.

I don't recall.

2

That would have been a true statement had

3
4

you told him that, would it not?
A. Q. Yes.
Did you believe when you referred

5
6 7
8

Mr. Wagman to Mr. Friedman that in all likelihood Mr. Friedman and his associates in the development

team would be made a part of the Wagman article?
A.

9
10

I'm sorry.

Repeat could you?

Q.

When you referred Mr. Wagman to

11

Mr. Friedman about the items that are mentioned in

12 13
14

your e-mail, did you believe that they would then
become a part of the -- the Wagman article if in fact
he prepared one?

15

A.
Q.

I would have had no way of knowing that.

16 17 18 19
20

Well, from your prior experiences in

dealing with Mr. Wagman, would you have expected that Mr. Wagman would have followed up and contacted Mr. Friedman as you -A.

Oh, yeah. -- suggested?
I

21
22

Q.
A.

think he would have contacted him.

23 24 25

Whether or not he would have included them in the article, you know, is a different question entirely. Q. Prior to talking to you, do you know Page 78
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4

whether Mr. Wagman was aware of who the developers

were of the Media Box project? A.
Q.

I have no idea.

Do you know whether Michelle Cohen gave

5
6
7

him the names of the Media Box developers?

A.
Q.

I don't know.
Going back to the Option Contract, do you

8
9

recall why that Option Contract was entered into with
only Mr. Guzzardo?

10
11

A.
Q.

I don't. At some point in time, did you become

12
13
14
15 16 17

aware of a shift or a change in the various roles

being played in this project between Mr. Guzzardo and
Mr. Kim?

A. Q.

No. What did you understand were the

respective roles that each of those individuals were

18
19

engaged in in presenting the Media Box project?

A.

I thought Kim was the architect and Paul
if you will, media element designer

20 21
22 23

was sort of the,

and developer.
Q.
Okay.

A.
Q.

Financial partner. After the Wagman article carne out, which

24
25

of your Board members contacted you about it within
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A. did.
Q.

I can't recall.

I'm not sure any of them

3
4
5
6

All right.

When did you next have a board

meeting where that article may have been discussed?
A.
I'm not sure.

7

Q. A.
Jim Day,

What was your reaction to the article?
I thought it was very sympathetic to
I thought it was written precisely to

8
9 10 11 12

coincide with the sort of national debate about

eminent domain, and I thought it was -- I thought it
cast Grand Center in a very negative light and

13
14 15

misappropriately.

I mean, a lot of the stuff he

talked about in there in terms of previous litigation was simply inaccurate.

16
17 18

Q. A. Q.

I was going to ask you about that.

Yeah.
Had there been litigation involving Grand

19
20 21
22 23 24

Center that you weren't a part of that -A.
No, no, the litigation that he refers a group of property owners led by

to -- Let's see

the Masonic Temple sued Grand Center in October in Federal Court. They charged that Grand Center had

wrongfully threatened property owners with eminent domain. I don't know what he's talking about there,

25

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3
4 5

you know.
Q. A.

And-There was no Federal Court case filed?
The -- I mean, the Masonic Temple case

that I recall was the challenge to the TIF statute and
we do not have eminent domain rights in our TIF

6
7

statute and, you know, that case went all the way to the Supreme Court and was -- was upheld and our

8
9
10
11

position was upheld, but, I mean, he sort of mixes
metaphors there. And then he talks about someplace

The Fox Associates, we sued The Fox Associates.
Q.

It says the Fox sued Grand Center over

12
13

parking spots.

A.

Yeah, but then it also goes on to say all Then the second sentence

14
15 16 17 18

the parking spots and then

of that paragraph, it says that suit was dismissed,

but in a separate suit, Grand Center sued the company that owns Fox in a land dispute that was dismissed in Circuit Court.
Q.

Well--

19 20
21 22 23 24 25

Do you know what he's talking about there? Yeah, there's a company -- there's an

A.

organization called Foxland Associates that owns the land under The Fox Theater. We sued Foxland

Associates to condemn the land underneath The Fox on behalf of and at the instruction of Fox Associates. Q. Okay. Page 81

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A.
wrong there.

And Mr. Wagman got his facts a little He -- You know, my point is this guy is

just not terribly precise and that's what I was trying to convey to -- to Eric.

Q. with him?

From the past experiences that you had

6
7

A.

Yeah, past experience I had with him and

8

as represented in that article.

I'm going to have to

9
10

leave in about five minutes.
Q.
And I am sorry that we're running into

11
12

that schedule.
A. I'll be back at one. She's reminding you. Yeah.

13
14

Q.

A.

15
16

(At this point, an

off-the-record

17
18 19

discussion was had.)
Q.

Why don't we just adjourn right now and
I'm gOlng to look at my notes here and

I'll let

20
21 22 23 24

I'll see what else I want to talk to you about.
A.

Okay.

(At this point, an
off-the-record discussion was had.)

25

(At this point,

there was
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a lunch break taken.)

Q.
me clarify.

Mr. Schoemehl, who at Grand Center -- Let
The Spring Redevelopment Corporation, for

3

4
5
6

all practical purposes, that was the same corporation
as Grand Center?
A. It's a subsidiary. It's a wholly owned

7
8

subsidiary.

Q.

Okay.

After this Option Contract was

9
10

executed, who at Grand Center was responsible for
monitoring compliance with the terms of that contract,

11
12

if anybody?
A. Well, it would have been probably

13

Ken Christian.

JoAnne LaSala came along someplace in

14
15

there.

She worked with us for a while in real estate

and I think she knew Paul Guzzardo and, so, she would

16
17 18 19
20

have had some contact with him.

But I think in terms

of monitoring, it probably would have been Ken.
Q. Okay. JoAnne LaSala, is she still

associated with Grand Center?

A.
she is now.

She's not.

She's -- I'm not sure where

21 22

She's lived here and in Boston since

leaving Grand Center. Q. Center, When did she first start working for Grand

23
24 25

approximately?

A.

I want to say 2003.

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Q.

Okay.

So, it would have been before this

2
3

Option Contract was executed?

A.
Q. A.

Yeah,

I

4
5

All right. -- I could be wrong, but my instinct is

6
7

it's right about that time.
Q. Now, I'm looking at the period of time --

8
9

The contract was signed, I think we established that
you signed it on A.
Q. March 15.

10
11

-- March 15 of 2004.

The contract says in

12
13

Paragraph 18 that it's subject to and contingent upon prior approval by the Board of Directors of the seller
and the Board of Directors of Grand Center, Inc. and that was supposed to take place within 30 days of its
execution. Do you know if there is a formal action

14 15
16

17

taken by both the Board of Directors at Grand Center

18
19

and Spring Redevelopment Corp.?
A.
Q.
I don't know

20

Okay.
-- offhand.

21 22
23 24
25

A. Q.

Was a certified letter sent to

Mr. Guzzardo as required by Paragraph 18 advising him that the contract had been approved? A. I don't know.

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Q.

All right.

After the execution of the

2 3
4

contract and throughout 2004, do you know of any exception that either Grand Center, Spring
Redevelopment Corp., or any of its agents took to the

5

manner in which Guzzardo was complying with the Option

6
7

Contract?

A.
Q.

I'm sorry. Sure.

Could you state it again?

8

Throughout 2004, do you know of any

9

exception that was being taken by Grand Center or

10
11

Spring Redevelopment or any of its agents as to
Guzzardo's performance of the contract or under the contract?

12
13

A.

I think

n

14

MS. LUBBEN:

Object to the

15
16

extent it calls for a legal conclusion and vague.

17 18
19 20 21

A.
to Page 2
Q. A. Section 3,

I think our -- my only concern, if you go

Sure.
-- prepare with Fried- -- item 3 -- or-item 2, prepare with Friedman Development

22

Group a feasible -- a financial feasibility study of the Media Box. Q. A.

23
24
25

I think I had mentioned earlier --

Right. -- I never really got a hard set of Page 85
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2

numbers that -- and, you know, to the extent that I
was concerned,
it was that -- about the feasibility of

3

this is that we never really got good -- a good set of

4
5

numbers that you could kick the tires on. Q.
All right. At any time, was a written

6
7
8
9
10

request made to clarify that issue sent out by
yourself or anyone associated with Grand Center or
Spring Redevelopment?

A.
Q.

Not that I am aware of.

I mean, the contract requires, does it

11

not, that each party shall provide -- and this is Page
3, Paragraph 5, the bottom sentence -- each party
shall provide the other party with periodic updates
occurring at least every quarter regarding the status
of the project?

12
13

14
15
16 17
18

Now, do you recall that an initial

quarterly status report was received from Guzzardo on or about June 30, 2004?

A.

I don't have any specific recollection.

19 20 21 22 23

I'm not sure that I would read that as to contemplate a written update, but we had regular -- pretty regular ongoing conversations about this.

Q.

Okay.
(At this point, Exhibit No. Plaintiff's

24
25

6 was marked

for identification.)

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2

Q.

Just so we're clear on that, your counsel

was good enough during Mr. Guzzardo's deposition to

3
4

identify a number of these documents, so it's not
taking me too long to find them. Handing you

5 6
7
8
9

Plaintiff's Exhibit Six, does this document purport to be Guzzardo's first quarterly report pursuant to the

requirements of the contract?

A.
Q.

Yes, it does.
Do you remember seeing that back at that

10
11

time?
A. I remember seeing drawings.

I don't

12 13

remember these specific drawings, but I do -- yeah, I
mean,
I suspect that I did review this. Q. Okay. After seeing that, do you recall 2004, date

14
15

any occasion subsequent to that June 30,

16 17
18

during which you or anyone else associated with Grand Center or Spring Redevelopment notified Guzzardo that
he had not been complying with the contract by

19
20 21 22

providing this financial feasibility study or filing
additional quarterly reports?

A.

No, I continued to meet with Guzzardo

and -- and I think it was by this time mostly he and

23 24 25

Eric Friedman and we were talking about having more residential, that I was concerned that there wasn't going to be enough rent to cover what they wanted to
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1

get done,

there wasn't going to be enough income

2

Q.

Uh-huh.

3
4

A.

but, you know, this was all -- this was

all conceptual conversation at that point.

5
6

Q.

DO you recall receiving a -- an e-mail

from a Mr. Kozeny in September of 2004 that set out a rather expanded -- expanded document regarding the
project itself and the cost associated with the project?

7
8 9

10
11

A.
Q.

I don't.
All right. (At this point, Plaintiff's
Exhibit No.7 was marked

12
13 14

for identification.)
Q.
Let me show you what's been marked Exhibit

15
16
17

Seven and ask if that looks familiar to you at all. A.
This does not look familiar.

18
19

Q.

Okay.

What kind of numbers were you

receiving from Guzzardo or anyone associated with

20
21

with his side of this enterprise as to, you know, what
it was going to cost to build the Media Box and the

22

associated residences and the like that was being
proposed?

23

24
25

A.

Again,

they were what I would call gross

square footage calculations, and -- and just based

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upon the gross square footage and what we sort of knew

2
3 4

could be commanded by rents in -- in this project, I
just felt there was going to have to be more density. It was originally proposed, I think, as three

5
6
7

residences.
Q.
Uh-huh. And that's when we started talking about

A.

8 9 10

trying to maybe vacate the street to give it more

square footage without any real incremental cost and
perhaps add some additional units so that there -- you

11
12

know, so there could be some additional revenue.
course there would be additional cost.

Of

But it never

13
14
15

progressed beyond industry standards and I never saw a

real revenue side projection.

I saw cost projections.

In fact I think there's a cost projection back here.

16 17 18 19 20

But, you know,

to have a pro forma and to figure out

what sort of gap you're going to have in your financing between your revenue and your expenses, you've got to have a real pro forma that you can kick the tires with and we never got to the second side of
that -- of that pro forma. We had the cost, but we

21
22

never got a reliable income projection. Q.
All right. Can you cite to me any

23 24
25

document that would have brought this to the attention

of Guzzardo, Friedman, any other -- any other
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2

individuals
A. Q. A.
No, but we --

3
4 5

-- in his group?
NO, but it was discussed.

Q.

Discussed on a number of occasions?

6
7 8

A.
Q.

Uh-huh.
In fact was it apparent to you that you know, time

Guzzardo and Friedman were expending,

9

and effort in developing this -- this project during

10 11
12 13

the course of 2004? A.
mean, Absolutely they were and so were we. I

we were -- there was a lot of staff time put

into this and, as I've stated earlier, you know, we

14 15
16

thought this was a good project and -- and wanted to see it get built.
Q.
Okay. Were there any Board members with

17

Grand Center or Spring Redevelopment that took a

18 19
20

particular interest in this project that seemed to be wanting to be aware of and knowledgeable about what
was happening?

21
22
23

A.

I think the -- I think the entire Board

was interested in.

Q.

Uh-huh. You know, there was some skepticism about

24
25

A.

the -- about the cost, about how big a financing gap

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4

there would be, but, you know, that's -- that comes with having lawyers and bankers and, you know, CPA's and whatnot on your board, butl you know, we never got

to the point where it was we need -- you know, we need
to fill this much of the gap. Q.

5
6

WeIll just so I'm clear on this, presuming

7 8 9
10

the project went forward and was completed, would Grand Center or Spring Redevelopment have any ownership interest in the project itself? A. intent. Q. And I didn't think so. So, any risk
No, that was never -- that was never our

11
12

13
14

associated with not generating enough revenue to pay

for mortgages or whatever on the property would have
been risk borne by the developer? A. Yes/ except we are spending time and -if you

15
16

17 18 19 20 21 22 23 24 25

and expenses promoting a project, and if you

promote too many projects that just go nowhere, you lose your capacity to -- to raise money, to sustain momentum, to -- so you have an obligation in my position to your Board and to the City, because we're designated by the City to do this stuff, you have an obligation to pursue projects that are realistic and, you know, Guzzardo and Friedman and some of the other people, they're not the first people that we've had to Page 91

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upSlzlng or downsizing the project
You

or figuring out a different way to approach it.

3
4

know, we do that all the time.

And, so, no, we

wouldn't have been at risk if the project had been

5

completely financed.

Where we were at risk was at the

6
7
8
9

front end of the project just, you know, spending time
and money trying to move along a project that -- that

we didn't see -- we didn't see a firm P & Lon.
Q.
All right. What was the reason why the

10

Option Contract focused on the singular property of

11

Mr. Day as opposed to, you know, having it, say, in

12
13
14 15

some location within our district would be made
available?

A.

I don't know.

I think that's the -- I
I mean, as I stated

think Paul and Eric drafted that.

16
17

earlier, that was the property they came to us about.
It wasn't do you have a place where we can put this.

18 19
20

It was we want to the put this project here. Q.

All right. And they were intrigued with that
there was a particular

A.

21

curvature of the street and how the Media Box could --

22
23

could fill that space.

I mean,

aesthetic that attracted them to that.

24
25

Q.
street

When you talked about vacation of a Page 92 Masuga Court Reporting 314/680-2424

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1

A.
Q.
property,

Uh-huh.
-- to increase the footprint of the whose idea was that?

2
3

4
5
6
7

A.
Q.
vacating?

I think that was mine.
Okay. What street were you talking about

A.

To the west of the Day property as you Spring branches off and it

8 9

were going south on Spring,

goes to the left and curves around, goes down to
Lindell, and then it goes straight through and dead
ends at -- at Olive.

10
11

12 13

Q.

All right.
So, there is a stretch of about 150 feet

A.

14
15 16
17

by about 40 feet of width, maybe -- maybe more like
60, and there's a vacant parking lot that is owned by

AT&T on the other side of that.
had to get AT&T to agree to this,

Now, we would have
but they access that

18
19

parking lot off of Olive.

They'd have to give up
but it was

access off of that vacated Spring portion, something that saying, six to eight, okay,

20
21

here's another,

you know,

ten thousand square feet that could be

22
23
24
25

added to the project site that we might be able to do
and it wouldn't cost any money.

Q.
Page 2,

Okay.

Looking at the Option Contract on
the middle of the second

in Paragraph 3,

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.'"

1 2 3 4 5 6
7 8

third paragraph, it states, All such documents shall remain the property of Guzzardo and Kim and treated as

proprietary and confidential.
understand, number one,

What did you

the documents were making

reference to in that context?
A. Well, it says the buyer shall deliver the financial

referenced architectural concepts,

feasibility study and prospective program and content

9 10

summary to seller for its review and approval prior to

closing on the subject property and seller's obligation to close on the subject property with
with buyer shall be subject to and contingent upon the delivery and seller's approval of the referenced documents, so it was those documents.

11
12 13 14 15 16

Q.

Okay.

What did you understand the

statement that those documents were to remain the

17
18 19 20 21 22 23 24 25

property of Guzzardo and Kim and treated as
proprietary and confidential?

A.

I assume that they didn't want, you know,

their drawings and their financials shared with other developers.

Q.

Okay.

Once it was determined that this

project was going to be abandoned, at least the
project contemplated by this Option Contract, was Grand Center, was Spring Redevelopment in possession

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1 2
3

of certain documents that could be considered
architectural concepts, content summaries? studies, programming, and

4
5
6
7

A.

Other than the last document that you

handed me, which was Number Seven, document Number
Seven that has -- isn't that the one with the drawing?

No.

I'm sorry.

Document Number Six.

It's got
And

8

some -- It's got some drawings attached to it.

9
10 11 12 13
14

then document Number Seven has -- has some cost
estimates associated with it. Other than that, 1 'm

not aware of any -- any drawings or documents that
would have been -- would have been considered confidential. on April Notwithstanding, I don't recall getting

on August the 15th a folder.

I don't know

15
16
17

what was in that folder.

Q.

The binder -The binder, yeah. -- that was referenced?

A.
Q.

18

19
20
21 22
23

A.

Right.
(At this point, Plaintiff's Exhibit No. 8 was marked for identification.)

Q.

Let me show you Plaintiff's Exhibit Number

24

Eight and ask if you recognize this document at all.

25

A.

I don't remember the document in specific,
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2

but it's all familiar.

I mean,

I -- And it's
I think I may

addressed to the Grand Center Board.

3
4

have asked Paul and Eric to prepare this to present to
the Board.

5 6 7 8
9

Q.

All right.

Once the -- the attempt to

purchase the property or obtain the property referenced in the Option Contract was abandoned, what did Grand Center or Spring Redevelopment do with any
of the documents prepared and submitted by Guzzardo,

10
11

Kim, or Friedman?
A.

Nothing to my knowledge.

I mean,

I think

12
13

that, you know, I contacted Paul and we looked at
alternative sites in Grand Center. I showed him that

14
15

burnt church site, I showed him some other properties
around, but to my knowledge, we didn't share the

16
17

documents with anyone.

Q.

In

How did that -- Strike that.

What

18 19 20 21

did you or anyone associated with Grand Center do to notify Guzzardo, Friedman, Kim, any of the people

associated with them that you had decided to abandon the attempt to obtain the property by eminent domain?

22 23
24
25

A.

We talked about this before.

You asked

did I talk to them before we did that and I said I

couldn't recall.
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1 2 3 4 5 6
7

A.

And, unfortunately, as soon as the Board

voted to drop the lawsuit, someone alerted the press

and,

so,

this was -- this was in the news media that

day and I suspect I had talked to Paul and -- and -and/or Eric that day, but it was probably nine o'clock

in the morning and the Post-Dispatch was already on the story.

8 9 10
11

Q.

All right.

Do you have a specific

recollection of talking to either one of them?

A.

I

don't.

I do have a specific

recollection of getting a phone call almost 15 minutes after our Board meeting ended, Q. so ...

12

13
14 15 16
17

From?

A.
Q. A.
Q.

From the Post-Dispatch.
The Post-Dispatch?
Right.
When did you then approach Paul and in

18 19 20 21 22 23 24 25

what way did you approach Paul about looking at other
sites? A. Q. suspend -A. You know, I -It was shortly thereafter, I called him.

What was the date that the Board voted to

Q.
A.

-- further action?
You know, I don't know offhand.
I

mean,

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we can get the date, but I -Q.

1 2 3 4 5 6
7

Sure.
-- but I donlt recall offhand, but it was
And we looked at other -- you

A.

shortly thereafter.

know, we looked at other sites.
know, I mean,

And I can't -- You

I couldn't tell you if that was within

two days or two weeks, but it was within sort of that

8 9 10
11

time frame.
Q.

Did you meet with him about that?

A.

Oh, yeah, yeah.
Okay. Where did you meet with him?

Q.
A. church.

12 13

I think we -- we actually met at the burnt Maybe met at my office and went over there, I

14
15 16 17 18 19 20 21 22 23 24 25
~.

can't recall, but I remember specifically showing him that burnt church because he was interested -- he seemed pretty interested in that site. And we're

we're still looking for something to do with it. Q. did you -A. Q. A. Well, there's -Other than the burnt church, where else

talk to him about? there's a considerable amount of land Just north

along Spring that is -- that's vacant.

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than that.

I mean, we probably drove the

2 3 4 5
6
7

neighborhood.
neighborhood,

You know, you just drive through this
there are a lot of places where you can

build buildings as I think you pointed out earlier. Q. Was there a discussion about a building

that was known as the Woolworth Building and using that in any way? A. Not that I recall. right, I think the Woolworth that we're

8 9 10
11

Building -- This is 2005, Q. A. Yeah. Yeah.

By then,

I'm pretty sure Big

12

Brothers Big Sisters had -- had expressed an interest in getting that develop -- in being the developer for that. You know, I could -- You know, it could -- it

13
14 15
16
17

could have been mentioned as a possibility, but I'm not sure. I certainly don't have any clear of discussing the Woolworth

recollection of that, Building. Q. Okay.

18 19 20 21 22 23 24 25

Do you know whether JoAnne LaSalla

may have had further discussions with Guzzardo about other properties that might be available? A. May well have had, yeah. As I say, I

think she and Paul knew one another. Q. Over what span of time do you think you

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1 2 3 4 5 6
7

work?

A.

Not that long.

I mean,

I took him on --

on that tour and I think perhaps JoAnne and Ken Christian had some follow-up conversations with

him.

So, you know, I mean, you know,

I would just be

guessing.
Q. Had you or your Boards tempered their

8 9 10
11

enthusiasm for the Media Box project after the Wagman

article was pUblished?

A.
mean,
I

No,

I wouldn't say we had.

You know, I

think -- I think finding another location

12 13 14 15 16
17

became -- you know, became the central issue.
know, where do you put something like this that

You

it's -- that it has the fit and the feel that you

that you want it to have and the connectivity to
St. Louis ,University that I thought was important, so

I don't think anybody had flagging enthusiasm.
Q.

18 19 20 21 22 23 24 25

I mean, were there any parking lots that

you felt would work that Paul didn't or, you know, was there ever a conflict in that regard where you guys just couldn't reach a consensus? A.
Q.

Not that I remember. And do you know of any reason other than

what you may have expressed before why a vacant piece of ground wouldn't be suitable for a development like
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2

a Media Box?

A.
Q.

No.
In fact you'd have to tear down what was

3

4
5
6

there in most instances to put the Media Box if you
would have one, right?
in the singular instance, yeah, we

A.

Well,

7
8
9
10

would have had to tear down that old Shell gas

station--

Q.
A.

Right.
-- but your -- to your point, there are

11
12

places in -- in Grand Center where the Media Box
concept could have been executed.

I think,

you know, they put

13
14

from the drawings l
a

the concepts, and whatnot I

lot of focus on the design specifically around that

15
16

particular spot.
land,

And given the shape of that piece of

it wasn't something you could just pick up and

17
18

move someplace else.

There would have been a lot of

energy associated with redesigning it.

19

Q.

I appreciate that, but to me,

and I'm

20 21 22 23 24 25

certainly not trained in architecture or design, anything like that, it sort of looks like a box and it seems like it would fit just about anywhere.
Am I

missing a point here or is there something about your conversations with them that cause you to believe that there was something unique about, you know, this
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3
4

building and how it wouldn't be able to fit just on a
vacant piece of property no matter where it is? A. worked.

No,

I think the -- the concept could have

I think they were intrigued with the -- with

5 6

the curvature of the street and the way in which that offered some opportunities for visual engagement with

7 8
9

the property, the location or the juxtaposition between the Contemporary, The Pulitzer, and St. Louis
University right down the street, I think those all

10 11 12
13 14 15 16 17
18

had sort of, if you will, special attributes to this, but, I mean, when I asked Paul to join me on a tour to

look at other locations, he carne and my recollection
is Eric was with him and, you know, we -- we wanted to

find another spot and I thought he wanted to find another spot.
Q.

All right.

The last time that you met

with him or spoke to him about -- Guzzardo I mean or Friedman for that matter spoke to either one of

19 20
21

them about this project and what could be done, if anything, in Grand Center, when was that?
A.

I would -- I'm not -- I'm not sure.

I

22

just -- I'd be guessing.
Q.

23
24

Did you have some contacts with Paul then

in 2006, near the end of 2006 about getting involved

25

in some consulting work or projects?
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1 2 3 4 5 6 7 8

A.

Yeah, actually, I think we may have I could be wrong

engaged him to do a light project.

here because this is just occurring to me as you're

asking this, but I think -- I think we engaged him to do a light project or projection project at First Night, which is this
Q.

Right.

A.

New Year's Eve festival and we might
And I did
I didn't
I

9
10
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have done that in 2006, 2000 -- yeah, 2006. call Paul.
I don't know. I mean, you know,

know he was upset enough to file a lawsuit.

mean,

I

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considered him a friend and I just picked the phone up
and called him from time to time to ask about lighting

technologies. type in,

And,

you know,

you go to Google and you

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you know, artistic lighting and you'll get

millions of pages. times,
I

And,

so, I called him several

believe,

just to ask him to interpret certain

types of because there were lots and lots of people that want to do lighting displays in Grand Center and I don't -- I'm not a technician and I didn't know that stuff and he seemed to know a lot about it or know people who did and, so, you know, I innocently would call him from time to time just to talk through ideas.
Q.

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At any time during those conversations

that you may have had when you just picked up the
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phone, did the conversation ever corne back around to, you know, the Jim Day property acquisition

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4

attempt and
A.
Q. No.

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-- what's happened to everybody since that

time?
A. No. I mean, I -- the last time I remember

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talking with him, he was someplace in South America -Q.
Uh-huh.

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A.

-- and I called him on the cell phone and

he answered and I could tell just by the nature of the sound that he was someplace strange and he said, Yeah,

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14

I'm someplace in South America and,

so, it was a brief

conversation, but specifically I was asking him about

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some sort of lighting technology.
specific question was.

I forget what the

Q.

Did Grand Center notice any adverse effect

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financially from the Jim Day newspaper articles and -and press that was associated with it, like a fall in donations or any lost income because of it to your knowledge?
A.

I couldn't say that with certainty. All right. Did you ever speak with any

Q.

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donor making a solicitation and being rebuffed because of what they perceived to have been the manner in

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which the Jim Day property acquisition had been
handled?

A.

Well,

I wouldn't put it that way.

I would

say that I talked to my Board --

Q.
A.

Right. -- all of whom were donors, and they were

concerned about the negative publicity and -- and, you
know, so, to the extent that they were losing

enthusiasm, you can interpret that to the larger
community, I think.

Q.

Do you think Mr. Guzzardo and Mr. Friedman

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,,",

had any negative publicity associated with the Wagman

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article?

A.

I don't know.

I mean, I -- I believe I
that Paul thinks that he

read in the Complaint that

was asked to leave a board as a result of the article.

He never said anything to me about it.
anything from -- from Eric about it.

I never heard
First time I

heard about any negative impact on them was when I
read the Complaint.

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Q.

All right.

Since your Board perceived

that your organization had some negative press

associated with it because of that article, isn't it reasonable to believe that the individuals who were identified in the article as being involved in that
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Paul Guzzardo v, Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012
,~

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4

program or that project would also have had some negative connotation associated with them?

MS, LUBBEN:
for speculation.

Objection,

calls

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11

A.
its face,

You know, you read that article, and on
that article was about Grand Center and

about Vince Schoemehl and about litigation.
Box is mentioned in passing.

The Media

My candid opinion is you

have to be pretty thin skinned if you're Paul Guzzardo
or Eric Friedman to be offended by that article.
Q,

Okay.

12

A.

I mean,

that article was about Grand

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Center and me and -- and a misrepresentation of a
litigious history that I had had, you know, from 2001

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24

to 2005 and about eminent domain as a national issue. I mean,

you know,

the Media Box was a footnote in you know,
I

that -- in that article and, stunned when I

mean,

I

was

read this Complaint.
I

Q.

All right.

don't know whether you

consider yourself qualified to -- to answer these

questions, but do you believe that Grand Center has since the time of, you know, this project with the

Media Box applied or used any techniques or procedures that were provided to Grand Center and Spring Redevelopment in the materials submitted by Guzzardo Page 106
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Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012
1 and Sung Ho Kim in their presentation of the Media Box project?

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A.

I'm going to say no, I'm not qualified to

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answer that Icause I -- yeah.
Q. Do you know about the projects that were

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performed by Rainer Kehres and Sebastian Hungerer
regarding the burnt church?

A.
Q.
that?

Yes. And what involvement did you have with

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11

A.

That was a light show project that was

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sponsored by The Pulitzer Foundation for the Arts. Grand Center's involvement was we provided, I think,

$15,000 in financial support to the project.

It

15

involved the burnt church, I think the Contemporary

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Art Museum, an installation on a piece of vacant land

across from The Pulitzer, The Pulitzer Foundation
itself, some interior lighting and exterior lighting. Our involvement was -- And a installation by Powell Symphony Hall. And our involvement was to allow them

to use the property by Powell Symphony Hall, the burnt church, and provide $15,000 in programming money. Q. Do you know what the total amount of

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that A.
I --

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Q.

-- project cost was?

A.
Q.

I don't.

3

Okay.

Was there anyone other than Grand

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Center and The Pulitzer that commissioned that work to
be done?

6

A.

I don't know.

The Contemporary might

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8

have, but I don't know.
Q. Are you familiar with the project that

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10
11

Ann Lislegaard did with, I guess it was called Crystal
World at the Contemporary? A.
I

think that was part of that same -- that

12

same overall --

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14

Q. A. Q.

Oh-huh.

-- light program if I'm not mistaken.
Okay. Did Grand Center pay anything to

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16

Ann Lislegaard?

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A.
same pool

Well, no,

I think it all carne out of the

Q. A.

Okay.
-- okay? And, you know, the people you're

mentioning here, these individuals, these are
international--

23

Q.
A.

Oh-huh.

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25

artists who use these lighting I mean, it's not -Page 108
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techniques allover the world, so,

Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012

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so,

I mean, nothing -- nothing they did was
let me put it that way. Did things that they did, were they things

proprietary, Q.

4

that you believe Mr. Guzzardo could have arranged and

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6

produced, as well?
MS. LUBBEN: Objection, calls

7

for speculation, lack of foundation. A. I have no idea.
I mean, this was a

8

9
10

international light show involving international
artists.

I don't know that Paul has any international I mean, these were
~~

11

art curatorial experience.

But

12
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14

I have no idea if he could have curated that show or
not.
Q. What were the lighting projection projects

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that you talked to him about here in Grand Center -A. Well, he --

Q.
A. Q. A.

-- at the end of 2006?
I think he actually did one.

18

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20

Uh-huh.

I stand to be corrected by the record, but

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I think -- I think we engaged him and paid him to do a projection on The Pulitzer Foundation building if I'm not mistaken.
Q.

Sir, you've been patient with me.

That's

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all I have today. Page 109
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1 MS. LUBBEN: transcript. We'll review the

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Page 110

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1 2

STATE OF MISSOURI SS COUNTY OF ST. LOUIS

3

4 5
6

I, Sara Alice Masuga, Certified Shorthand Reporter and Certified Court Reporter within the
States of Illinois and Missouri, DO HEREBY CERTIFY

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13

that pursuant to agreement between counsel that on September 18, 2012, at the offices of Grand Center, Incorporated, 3526 Washington Avenue, 2nd Floor,

St. Louis, Missouri, there appeared before me the aforementioned witness, and having been duly sworn to tell the whole truth, was examined, and the
examination was taken down in shorthand by me and afterwards transcribed upon the computer, and said

14
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transcription is herewith returned.
IN WITNESS WHEREOF, I have hereunto
2012.

subscribed my name this 12th day of October,

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Page 113 IL CSR No. 084-002993 MO CCR No. 1012(G)

Masuga Court Reporting 314/680-2424

Paul Guzzardo v, Grand Center, Inc, et al Deposition of Vincent Schoemehl taken on 9/18/2012

IN THE CIRCUIT COURT OF THE CITY OF ST, LOUIS STATE OF MISSOURI PAUL GUZZARDO,

Plaintiff,
vs,

No, 0922-CC01036

GRAND CENTER, INC" et al, Defendants. APPEARANCES: For Plaintiff: For Defendants:
Callis, Papa, Hale & Szewczyk, Stinson Morrison Hecker, LLP PC

CERTIFICATE OF OFFICER/STATEMENT OF DEPOSITION CHARGES Deposition of VINCENT SCHOEMEHL taken on behalf of the Plaintiff on September 18, 2012 NO, of Pages: 115

Signature Reserved

Firm in possession of original transcript: Callis, Avenue, Papa, Hale & Szewczyk, PC, 1326 Niedringhaus P.O. Box 1326, Granite City, IL 62040

Taxing Info:

PLAINTIFF: DEFENDANTS:

$561, 25 $228,00
the above charges had not

Upon delivery of transcript,

yet been paid. It is required that all charges will be paid in the normal course of business,

r"-,

Page 114 Masuga Court Reporting 314/680-2424

Paul Guzzardo v. Grand Center, Inc., et al Deposition of Vincent Schoemehl taken on 9/18/2012
MASUGA COURT REPORTING 2033 Hiawatha Avenue St. Louis, MO 63143-1215 (314)680-2424 October 12, 2012 Stinson Morrison Hecker, LLP Attn: Ms. Cicely I. Lubben 168 N. Meramec Ave., Suite 400 St. Louis, MO 63105 In Re: PAUL GUZZARDO vs. GRAND CENTER, No. 0922-CC01036 Dear Ms. Lubben: Enclosed herewith, please find your copy of the deposition transcript of VINCENT SCHOEMEHL taken in the above-styled matter along with the original signature page of same. Please have the deponent read your copy of the transcript, note any corrections to be made, sign the original signature page, have the deponent's signature notarized where indicated, and return the signed signature page and correction sheets to Mr. Papa for proper filing of the original transcript with the Court. INC., et al

Thank you for your attention to this matter.
Sincerely,

MASUGA COURT REPORTING

~;Y.4f4Yo~
Mr. Papa

Sara Alice Masuga, CSR, CCR

cc:

Page 115

Masuga Court Reporting 314/6BO-2424