PACER Terry Woods Vs Hudson Holdings, Avi Greenbaum & Steven Michael

Case 9:20-cv-80651-DMM Document 1 Entered on FLSD Docket 04/17/2020 Page 1 of 73
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA
CASE NO.: ___________________
TERRY V. WOODS,
Plaintiff,
vs.
STEVEN MICHAEL; ANDREW GREENBAUM a/k/a AVI GREENBAUM;

HH ORLANDO KISSIMMEE, LP, a Florida limited partnership;
HUDSON ORLANDO REAL ESTATE MANAGER, LLC, a Florida limited liability company;
HH KISSIMMEE, LP, a Florida limited partnership;
HUDSON REAL ESTATE MANAGER, LLC, a Florida limited liability company;
HUDSON ORLANDO KISSIMMEE, LLC, a Florida limited liability company;
HUDSON REAL ESTATE ACQUISITION GROUP, LLC, a Florida limited liability company;
HUDSON HOLDINGS, LLC, a Florida limited liability company;
HH ST. LOUIS RAILWAY, LP, a Missouri limited partnership;
HUDSON ST. LOUIS REAL ESTATE MANAGER, LLC, a Missouri limited liability company;
HH RAILWAY, LP, Delaware limited partnership;
HUDSON ST. LOUIS RAILWAY, LLC, a Florida limited liability company;
RAILWAY INVESTORS, LLC, a Missouri limited liability company;
HUDSON REAL ESTATE HOLDINGS, LLC, a Florida limited liability company; and
HP ANDRE WAY, LLC, a Florida limited liability company,
Defendants.
_______________________________/
COMPLAINT
Plaintiff, Terry V. Woods (“Woods”), by and through undersigned counsel, hereby sues
Defendants, Steven Michael (“Michael”), Andrew Greenbaum a/k/a Avi Greenbaum (“Greenbaum”),
HH Orlando Kissimmee, LP, Hudson Orlando Real Estate Manager, LLC, HH Kissimmee, LP,
Hudson Real Estate Manager, LLC, Hudson Orlando Kissimmee, LLC, Hudson Real Estate
Acquisition Group, LLC, Hudson Holdings, LLC, HH St. Louis Railway, LP, Hudson St. Louis Real
Estate Manager, LLC, HH Railway, LP, Hudson St. Louis Railway, LLC, Railway Investors, LLC,
K:\Woods, Terry\Pleadings\Complaint. Final.wpd 1

Hudson Real Estate Holdings, LLC, and HP Andre Way, LLC, and states:
JURISDICTION, PARTIES AND VENUE
1. Woods is an individual sui juris and at all material times was a resident of Palm
Beach County, Florida.
2. Michael is an individual sui juris and at all material times was a resident of Palm
3. Greenbaum is an individual sui juris and at all material times was a resident of Palm
4. HH Orlando Kissimmee, LP is a Florida limited partnership with its principal place
of business in Palm Beach County, Florida.
5. Hudson Orlando Real Estate Manager, LLC is a Florida limited liability company
with its principal place of business in Palm Beach County, Florida.
6. HH Kissimmee, LP is a Florida limited partnership with its principal place of business
in Palm Beach County, Florida.
7. Hudson Real Estate Manager, LLC is a Florida limited liability company with its
principal place of business in Palm Beach County, Florida.
8. Hudson Orlando Kissimmee, LLC is a Florida limited liability company with its
9. Hudson Real Estate Acquisition Group, LLC is a Florida limited liability company
10. Hudson Holdings, LLC is a Florida limited liability company with its principal place

11. HH St. Louis Railway, LP is a Missouri limited partnership with its principal place
12. Hudson St. Louis Real Estate Manager, LLC is a Missouri limited liability company
13. HH Railway, LP is a Delaware limited partnership with its principal place of business
in Palm Beach County, Florida.
14. Hudson St. Louis Railway, LLC is a Florida limited liability company with its
15. Railway Investors, LLC is a Missouri limited liability company with its principal
place of business in Palm Beach County, Florida.
16. Hudson Real Estate Holdings, LLC is a Florida limited liability company with its
17. HP Andre Way, LLC is a Florida limited liability company with its principal place
18. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.
§1331 and 28 U.S.C. §1367(a).
19. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(1) and 18 U.S.C.
§1965(a).
20. Plaintiff has agreed to pay undersigned counsel reasonable attorneys’ fees, costs, and
expenses.
21. All conditions precedent have been fulfilled, waived, or otherwise satisfied.

NATURE OF THE ACTION
22. Michael and Greenbaum have a very lengthy history of fraudulent business dealings
and business failures. They have victimized many different individuals and entities across a variety
of industries throughout this country, leaving behind a trail of economic destruction for their victims.
23. Woods is their latest victim, having been duped into transferring $7.7 million to
Michael, Greenbaum, and their various entities, which they operate under the name of “Hudson”;
a deceptively benign name for a syndicate of criminal enterprises.
24. As will be detailed herein, Woods transferred $7.7 million to Michael, Greenbaum,
and their various entities in connection with the purported development of various large scale
commercial projects in Florida, Ohio, Kentucky, and Missouri. Rather than receive the economic
benefits to which he was entitled, Woods has instead received lies, obfuscation, delays, and the
proverbial “run around”; Michael and Greenbaum’s modus operandi.
25. In keeping with the old adage that “misery loves company”, Woods is hardly Michael
and Greenbaum’s only victim, including with respect to a number of the above-referenced projects.
Indeed, as set forth herein, Michael and Greenbaum’s charade is now collapsing like a house of
cards, as the projects fail and numerous victims sue them. Yet, true to form, even in the face of their
day of reckoning, Michael and Greenbaum continue their fraudulent ways.
MICHAEL AND GREENBAUM’S SORDID HISTORY
Michael’s History
A. Alon Mirkin
26. On February 7, 2008, Alon Mirkin (“Mirkin”) filed a Complaint against Michael
before the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida,

Case No. 50 2008 CA 3546 XXXX MB AO. In this Complaint, Mirkin alleged, inter alia, that
Michael committed fraud by falsely representing to Mirkin that he and Mirkin would be partners in
a business that traded international and domestic currencies, and that Mirkin would receive 25% of
the profits, in order to induce Mirkin to work in the business with him, but then failed to (a) work
in the business due to his drug abuse and “partying”; and (b) pay Mirkin 25% of the profits.
27. On March 3, 2009, Mirkin filed a Complaint against Michael, inter alia, before the
Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50
2009 CA 7666 XXXX MB AD. In this Complaint, Mirkin brought claims for intentional infliction
of emotional distress, libel, and slander arising out of an alleged conspiracy between Michael and
Michael’s girlfriend to file a false police report against Mirkin alleging that Mirkin raped Michael’s
girlfriend, in an attempt to gain leverage in the defense of the above-referenced Complaint filed by
Mirkin against Michael in 2008. The Complaint also alleged that after an “intervention” by
Michael’s family and friends, Michael voluntarily admitted himself into a rehabilitation facility due
to drug and alcohol abuse.
B. The 2009 National Futures Association Complaint
28. On June 30, 2009, the Business Conduct Committee of the National Futures
Association (the “NFA”) issued a Complaint against CFS Capital Management, LLC (“CFS”).
Michael was a listed principal of CFS, and made trading decisions for CFS’s customer accounts. In
the Complaint, the NFA alleged that CFS transferred funds across customer accounts to conceal
CFS’s failure to purchase Treasury Bonds for customers in a timely manner and to cover up trading
losses, which resulted in some customer accounts going into deficit. The Complaint also alleged that
CFS submitted misleading information to the NFA and used misleading promotional material. CFS

settled the matter by agreeing to be permanently barred by the NFA, which was memorialized by a
Decision by the NFA dated February 3, 2010.
C. The 2010 National Futures Association Complaint
29. As part of its investigation in the CFS case, the NFA calculated the performance of
CFS’s customer accounts that were managed by Michael during October, 2008. NFA determined that
these accounts incurred a loss of over 90% during the first eight days of that month. However, the
performance information that Michael submitted to the Barclay Hedge database for this period listed
the loss as only 1.20%.
30. The NFA therefore decided to conduct an audit of Stonehenge Capital Management,
LLC (“SCM”), an entity of which Michael was the sole listed principal, to determine if Michael was
properly calculating and reporting the performance of SCM’s managed accounts. Not surprisingly,
the NFA’s audit revealed that Michael, just as he had done at CFS, reported false performance
information for SCM to the Barclay Hedge database and in SCM’s disclosure document and
promotional material.
31. Accordingly, on November 29, 2010, the NFA issued a Complaint against Michael
and SCM, in which it alleged that Michael and SCM misrepresented Michael’s employment
background in a February 1, 2010 disclosure document provided to eleven customers. In addition
to failing to disclose the fact that Michael was a principal of other firms, the disclosure also failed
to disclose that from October 2007 through November 2008, Michael was a principal and main
trader for CFS. Instead, the disclosure falsely claimed that Michael was “unregistered and trading”
during that time period. Michael’s explanation for this false claim was that he avoided mentioning
his affiliation with CFS in all of SCM’s promotional material based upon CFS’s “tarnished record.”

32. The disclosure document contained other misrepresentations, including (a) a
statement that “SCM monitors all positions on a 24-hour basis”, which was proven false by the
NFA’s audit fieldwork that revealed multiple occasions where there was no individual monitoring
customer accounts; and (b) a statement that “Forex customer funds are segregated”, when the reality
was that only futures customers’ funds were segregated.
33. SCM’s promotional materials for the solicitation of customers also contained five
primary misrepresentations. First, just as was the case with respect to the above-described disclosure
document, it failed to disclose Michael’s prior affiliation with CFS. Michael told the NFA that he
purposely omitted this information from SCM’s promotional materials due to CFS being
permanently barred from NFA membership.
34. Second, the promotional materials misrepresented hypothetical performance results
as actual results, and did not disclose how the putative 225% total return was calculated; a
calculation for which SCM was unable to provide support to the NFA.
35. Third, the promotional materials falsely claimed that SCM had institutional clients
when, in fact, it only traded for individual non-ECP customers.
36. Fourth, the promotional materials falsely claimed that SCM’s managed accounts
achieved returns of 8% in 2006 and 27% in 2007. In fact, however, these were not the returns of
SCM’s managed account customers, but instead the putative returns achieved by one of Michael’s
friends, who, according to Michael, traded his own account using SCM’s off-exchange foreign
currency (“forex”) trading program’s signals; putative returns for which Michael was unable to
provide support to the NFA.
37. Fifth, Michael falsely claimed that all of CFS’s customers, whose performance was

included with SCM’s, were charged the same fees, when in fact, the fees were negotiated on a per
customer basis.
38. By a Decision dated April 27, 2011, the NFA accepted Michael’s settlement offer and
ordered penalties against Michael that included (a) a $10,000.00 fine; and (b) a directive that
Michael and SCM “accurately and fully describe Michael’s employment background in any
disclosure document that they use in the future.”
39. The April 27, 2011 Decision also required Michael to employ, for as long as he was
a principal of any commodity trading advisor (“CTA”) or commodity pool operator (“CPO”) NFA
Member, an experienced futures professional acceptable to the NFA to review and approve all
performance and rate of return information reported to any reporting service or presented in any
disclosure document or promotional material used by any CTA or CPO NFA Member of which
Michael is a principal.
40. Finally, the April 27, 2011 Decision also required Michael to cause any NFA Member
of which he is a principal to pre-submit all promotional material that the NFA Member intends to
use to the NFA for the NFA’s review and approval prior to utilizing such promotional material.
41. Michael filed Articles of Dissolution of SCM with the Florida Department of State,
Division of Corporations on March 9, 2012, which was slightly more than seven months prior to the
second Complaint filed by the NFA directly against Michael, and another one of his entities, on
October 15, 2012, which will be discussed infra.
D. The 2012 National Futures Association Complaint
42. Apparently undeterred by the NFA’s above-described 2009 and 2010 disciplinary
actions, Michael continued to engage in wrongdoing in the derivatives industry, which caused the

NFA to issue a Complaint on October 15, 2012 against Michael and Stonehenge Asset Management,
LLC (“Stonehenge”), another CTA and CPO of which Michael was the principal, and which
operated three commodity pools. This Complaint was issued less than one and one-half years
subsequent to the NFA’s April 27, 2011 Decision.
43. In its October 15, 2012 Complaint, the NFA alleged that in April, 2012, during a
routine review of Stonehenge’s pool financial reports filed by Stonehenge with the NFA, the NFA
discovered discrepancies between two of those reports in the net asset value of two of the commodity
pools. For just one of the funds, the discrepancy was approximately $1.3 million. Based upon these
discrepancies, and in light of Michael’s history, the NFA commenced an unannounced audit of
Stonehenge on May 14, 2012, which not surprisingly, uncovered a number of material deficiencies.
44. On May 14, 2012, the very first day of the audit, Michael falsely represented to the
NFA audit team that a Stonehenge fund known as “Stonehenge Diversified III” (“SD3”) was inactive
and had not yet commenced operations. On that same day, Michael input information into the NFA’s
EasyFile system reporting that SD3 had been inactive as of March 31, 2012.
45. However, the truth was that the SD3 fund was active. Indeed, the NFA located a press
release on the internet which stated, “According to Michael, the subscription value set by Stonehenge
(for SD3) had been reached and will commence trading on May 1, 2012.”
46. When confronted with this press release and other information that the NFA gathered
that established that SD3 was in fact active, Michael admitted that SD3 had in fact received funds
from a number of investors and that those funds were held in an SD3 bank account. The NFA
discovered cash records that established that from March 7, 2012 through April 27, 2012, SD3
received over $882,000.00 from twelve investors.

47. The NFA also discovered that a number of investors in the SD3 did not meet the
investment requirements and had not completed the necessary forms; the latter being an issue for
which Michael was cited in a prior NFA audit of SCM.
48. As noted above, the NFA’s April 27, 2011 Decision required Michael to employ an
experienced futures professional acceptable to the NFA to review and approve all performance and
rate of return information reported to any reporting service or presented in any disclosure document
or promotional material used by any CTA or CPO NFA Member of which Michael is a principal.
Michael and Stonehenge employed NAV Consulting, Inc. (“NAV Consulting”), a third party
consultant, to perform this service.
49. Yet, notwithstanding the retention of NAV Consulting, Michael and Stonehenge also
retained the services of Mark Adrian (“Adrian”) and Adrian’s company, My Q, LLC. Michael and
Stonehenge also allowed Adrian and his company to maintain an office in Stonehenge’s office.
50. Michael’s retention of Adrian was in violation of NFA Rules for two reasons. First,
Adrian had a Federal felony conviction for operating a fraudulent forex scheme arising out of his
creation of fake brokerage statements in order to conceal trading losses and inflate investment returns
which caused nearly 50 investors to suffer losses of over $2 million, for which he was sentenced to
three years in Federal prison and ordered to pay $2.3 million in restitution. In addition, the
Commodity Futures Trading Commission charged Adrian with violations of the Commodity
Exchange Act for the same fraudulent forex scheme, which Adrian settled by agreeing to pay a
$140,000.00 fine, a prohibition from trading for any other person, and a permanent ban on applying
for registration with the CFTC. In short, Michael permitted a person who was a convicted felon for
operating a fraudulent forex scheme work out of Stonehenge’s office and have access to investors’

personal and financial information.
51. Second, Adrian’s services were duplicative of those being provided by NAV
Consulting. For example, from January 1, 2012 to May 31, 2012, Stonehenge paid nearly $46,000.00
to Adrian’s company, and also paid approximately $5,100.00 to NAV Consulting for essentially the
same services. When questioned by the NFA about the duplicative payments, Michael’s explanation
was that NAV Consulting performed the initial recordkeeping and accounting services, and that
Adrian’s company then reviewed that work. Leaving aside the lack of a necessity for a second
company to review the work of the first company, Adrian’s company was paid more than nine times
the amount that NAV Consulting, notwithstanding the fact that NAV Consulting is the entity that
performed the “initial front line work” (NAF’s term). In short, not only were Michael and
Stonehenge’s investors charged for duplicative services, but to add insult to injury, they were also
overcharged by Adrian, who was a person who had a Federal felony conviction for operating a
fraudulent forex scheme.
52. Neither Michael nor Stonehenge disclosed to their investors that (a) they had hired
Adrian, who was a convicted felon, to perform services that were essentially the same as those being
performed by NAV Consulting; (b) Adrian was being paid excessive compensation for his
duplicative services; and (c) Adrian had access to their personal and confidential information.
53. The NFA discovered that reports for a number of Stonehenge’s pools, including the
ones referenced above, contained discrepancies regarding the pools’ net asset values due to the use
of an incorrect valuation metric. The incorrect valuation metric was also used by Michael and
Stonehenge in a disclosure document and promotional material, without the appropriate disclaimer,
which created an artificially inflated representation regarding the amount of funds Stonehenge had

under management.
54. The NFA also discovered that with respect to one of the pools, Michael and
Stonehenge funded and traded the different investment classes using leverage levels for each class
that differed from those represented in the offering memorandum. Michael and Stonehenge also
commingled the funds of the different investment classes in that pool, and allocated profits and
losses to individual pool participants on a monthly rather than per trade basis, which created the risk
that the equity of participants with higher funding levels was improperly used to margin the positions
of participants with lower funding levels; the latter of whom otherwise would have been unable to
margin their positions due to the relatively small amount of equity in their accounts (the “Improper
Subsidization”).
55. The NFA further discovered that Michael and Stonehenge improperly charged a
number of pools for “operating expenses” that were in actuality payments for Michael’s personal
travel or related to other operations of Stonehenge, failed to disclose the improper payments to the
pool participants, and only repaid the money when forced to do so by the NFA.
56. The NFA also found that Michael and Stonehenge violated Generally Accepted
Accounting Principles (“GAAP”) in a variety of ways, the result of which was that the financial
position of a number of pools was overstated. Michael and Stonehenge also improperly reported
financial results for one of the pools as a whole, rather than for each investment class within that
pool. Moreover, Michael and Stonehenge could not provide invoices or supporting documentation
for certain expenses, including $23,800.00 paid to Adrian’s company.
57. Michael and Stonehenge also failed to timely satisfy a redemption request made by
one of the pool participants.

58. The NFA further found that Michael failed, on numerous occasions, to comply with
the directive in the April 27, 2011 Decision that he pre-submit all promotional material to the NFA
for its review and approval prior to Michael utilizing such promotional material. The unapproved
offering memorandum for one particular pool contained the following material omissions and
misrepresentations:
a. Misrepresented that forex trading was an integral part of the pool’s strategy
and success, when in reality, that pool never traded forex or even had an open
account with a Forex Dealer Member;
b. Failed to include the above-described 2010 NFA action against Michael and
SCM in Michael’s biography and the litigation section;
c. Failed to disclose the existence of the Improper Subsidization;
d. Misrepresented that SCM would play a significant role with respect to one of
the pools, when in fact it had no such role;
e. Misrepresented the identity of the fund’s administrator; and
f. Failed to adequately disclose expenses.
59. By a Decision dated May 15, 2013, the NFA accepted Michael and Stonehenge’s
settlement offer and ordered penalties that included (a) a $50,000.00 fine against Michael and
Stonehenge; and (b) a directive that Stonehenge “engage an independent third-party administrator
to provide full administrative services to any pool operated by Stonehenge.”
60. Michael filed the last Annual Report for Stonehenge with the Florida Department of
State, Division of Corporations on April 8, 2014, which was the same month that he and Greenbaum
first approached Woods to make the loans that are a subject of this litigation, and Stonehenge was
subsequently administratively dissolved.

Greenbaum’s History
A. Dolphin Reef
61. On March 9, 2004, Greenbaum formed Hudson Capital, LLC, and was its sole
member. The following year, Abraham Galbut, Eric Galbut, Seth Frohlich, and Neil Greenbaum also
became members of Hudson Capital, LLC.
62. In or about June, 2005, Hudson Capital, LLC purchased approximately 62 acres of
undeveloped land on the Jacksonville University campus from Jacksonville University in
Jacksonville, Florida. The parties’ intent was that Hudson Capital, LLC would develop a residential
and commercial community known as “Dolphin Reef.”
63. In connection with its purported development of Dolphin Reef, Hudson Capital, LLC
entered into a contract with an architectural firm named Powers Design Powers Mackey Veenstra
Dennison & Lanehart, Inc. (“Powers Design”).
64. When Hudson Capital, LLC failed to pay Powers Design for its work, Powers Design
filed a Complaint against Hudson Capital, LLC on January 13, 2006 before the Circuit Court of the
Fourth Judicial Circuit in and for Duval County, Florida, Case No. 16-2006-CA-508 (the “Powers
Design Case”).
65. In February, 2006, in light of the lien placed against the Dolphin Reef project by
Powers Design, Greenbaum, inter alia, executed a Hold Harmless and Indemnity Agreement in favor
of the title insurer for the project, First American Title Insurance Company (“First American”).
66. On May 1, 2009, Powers Design obtained a summary judgment on its claim for
foreclosure of its construction lien. On January 29, 2010, an Order was entered awarding attorneys’
fees to Powers Design.

67. On November 4, 2010, First American filed a Complaint against Greenbaum, inter
alia, before the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida, Case
No. 16-2010-CA-13638, due to Greenbaum’s failure to satisfy his obligations under the Hold
Harmless and Indemnity Agreement. Final Judgments were entered against Greenbaum in 2012 in
the total amount of $280,094.08 arising out of Greenbaum’s breach of that Agreement.
B. Gardens of Bridgehampton
68. In 2005, in addition to the Dolphin Reef project, Hudson Capital, LLC also became
interested in the Gardens of Bridgehampton, which was a multi-family residential project under
construction in Jacksonville, Florida. In the same year, Greenbaum and his partners took over
ownership of Gardens of Bridgehampton, LLC, which was the owner of the project.
69. On December 27, 2005, Gardens of Bridgehampton, LLC took out a $48.7 million
loan from GE Business Financial Services, Inc. f/k/a Merrill Lynch Business Financial Services, Inc.
for the project, which Greenbaum and his partners personally guaranteed.
70. Gardens of Bridgehampton, LLC failed to timely make payments to Business
Financial Services, Inc., and a Notice of Default was therefore sent by GE Business Financial
Services, Inc. to Gardens of Bridgehampton, LLC, and Greenbaum and his partners, on February 12,
2008.
71. On April 29, 2010, GE Business Financial Services, Inc. filed a foreclosure
Complaint against Gardens of Bridgehampton, LLC before the Circuit Court of the Fourth Judicial
Circuit in and for Duval County, Florida, Case No. 16-2010-CA-5704 (the “Gardens of
Bridgehampton Foreclosure Action”). On July 6, 2010, the Court in the Gardens of Bridgehampton
Foreclosure Action entered an Order granting GE Business Financial Services, Inc.’s Motion for

Sequestration of Rents, which required Gardens of Bridgehampton, LLC to turn over to its counsel
all rents that it collected subsequent to the entry of the Order (the “Sequestration Order”). Gardens
of Bridgehampton, LLC violated the Sequestration Order.
72. On August 10, 2010, GE Business Financial Services, Inc. filed a Complaint against
Greenbaum and his partners before the United States District Court for the Northern District of
Illinois, Case No. 10-cv-5010, which was amended on September 13, 2010 (the “Gardens of
Bridgehampton Federal Action”).
73. In the Gardens of Bridgehampton Federal Action, GE Business Financial Services,
Inc. sued Greenbaum and each of his partners for breach of their guaranty agreements, and for breach
of the Limited Joinders that made them individually liable for the rents that the Gardens of
Bridgehampton, LLC failed to remit to its counsel in violation of the Sequestration Order in the
Gardens of Bridgehampton Foreclosure Action.
74. On December 14, 2010, the Court in the Gardens of Bridgehampton Foreclosure
Action entered a Summary Final Judgment of Foreclosure, and a Certificate of Title was issued to
GE Business Financial Services, Inc. on February 23, 2011.
75. On November 2, 2011, the Court in the Gardens of Bridgehampton Federal Action
entered a Judgment against Greenbaum in the amount of $6,307,996.00.
C. Original Brooklyn Water Bagel
76. In 2010, notwithstanding his troubles in the real estate development business relative
to the Gardens of Bridgehampton project, Greenbaum decided to get into the bagel business. On
behalf of Hudson Capital, he approached Brooklyn Water Enterprises, Inc. (“BWE”), which was the
creator of the popular and expanding Original Brooklyn Water Bagel restaurants, to discuss potential

investments.
77. As a result of these discussions, Arsenal Holdings, LLC and Florida Bagels, LLC
signed Development Agent Agreements with Brooklyn Water Bagel Franchise Co., Inc., which was
the franchising subsidiary of BWE, on March 29, 2010 and July 1, 2010, respectively. Pursuant to
the Development Agent Agreements, Arsenal Holdings, LLC and Florida Bagels, LLC were granted
the exclusive right to market and solicit prospective franchisees within certain geographic areas, and
were required to provide assistance to franchisees, for which they received compensation from
Brooklyn Water Bagel Franchise Co., Inc.
78. Greenbaum signed the Development Agent Agreements on behalf of Arsenal
Holdings, LLC and Florida Bagels, LLC as their President, which he also personally guaranteed.
79. In addition, on August 30, 2010, Egg Ventures, LLC entered into Limited Liability
Company Operating Agreements with Win-Win Bagel Company, LLC (a member of which was the
President and founder of BWE and Brooklyn Water Bagel Franchise Co., Inc.) for BWB 109 LLC
and BWB Ice LLC, the purpose of which was to operate Original Brooklyn Water Bagel retail
operations at the BankAtlantic Center in Sunrise, Florida, which was the home of the Florida
Panthers ice hockey team, and the Saveology.com Iceplex in Coral Springs, Florida, respectively.
Greenbaum signed both of the Limited Liability Company Operating Agreements as the President
of Sabre Trading Group, LLC, which was the managing member of Egg Ventures, LLC.
80. Brooklyn Water Bagel Franchise Co., Inc. and Win-Win Bagel Company, LLC agreed
to enter into the above-referenced contracts with Arsenal Holdings, LLC, Florida Bagels, LLC, and
Egg Ventures, LLC based upon Greenbaum’s representation that he, and therefore the entities, had
the financial wherewithal to fulfill their obligations under the various contracts.

81. However, Greenbaum failed to disclose the existence of the $6,307,996.00 Judgment
that had been entered against him in the Gardens of Bridgehampton Federal Action.
82. When the entities failed to perform under the contracts, and Brooklyn Water Bagel
Franchise Co., Inc. learned of the Judgment, Brooklyn Water Bagel Franchise Co., Inc. filed a
Counterclaim against Greenbaum for negligent misrepresentation on April 5, 2013 in the litigation
styled Florida Bagels, LLC, et al. v. Brooklyn Water Enterprises, Inc., et al., Case No. 50 2011 CA
8982 XXXX MB AO, which was filed before the Circuit Court of the Fifteenth Judicial Circuit in
and for Palm Beach County, Florida, which was based upon Greenbaum’s (a) misrepresentation
regarding his financial wherewithal; and (b) failure to disclose the existence of the $6,307,996.00
Judgment.
83. In addition, Brooklyn Water Bagel Franchise Co., Inc. and Win-Win Bagel Company,
LLC brought claims against Arsenal Holdings, LLC, Florida Bagels, LLC, and Egg Ventures, LLC
for breach of contract, and claims against Greenbaum for breach of his guarantees.
MICHAEL AND GREENBAUM LURE IN WOODS
84. In April, 2014, after Woods and Michael met through their mutual friend, Michael
and Greenbaum approached Woods and requested that Woods lend $1 million to them in connection
with their redevelopment of the Gulfstream Hotel in Lake Worth, Florida.
85. Woods expressed to Michael and Greenbaum that he was hesitant to do so due to
some bad business experiences that he had had with other people, which he detailed for them. Woods
explained to Michael and Greenbaum that other people had lied to him and failed to provide accurate
and timely information. Woods asked Michael and Greenbaum for their assurance that they were
reputable businessmen, and that they or their entities had not been sued for any reason, in light of

the negative business experiences that he had had.
86. In response, Michael and Greenbaum assured Woods that they did not operate in a
dishonest manner, and that his business experience with them would be different than it had been
with other people. In addition, not only did Michael and Greenbaum fail to disclose the above-
described litany of litigations and administrative actions that had been filed against them and their
entities, but they also affirmatively represented to Woods that no litigation had ever been filed
against them or their entities.
87. Moreover, due to his negative business experiences, Woods told Michael and
Greenbaum that if he lent the $1 million to them, it was critically important to him that the money
be used strictly for the Gulfstream Hotel project, and not be used by Michael and Greenbaum for any
other purposes, including other real estate development projects with which Michael and Greenbaum
were involved.
88. Michael and Greenbaum specifically and explicitly agreed and represented to Woods
that if he lent the $1 million to them, they would use the money strictly for the Gulfstream Hotel
project, and they would not use any portion of it for any other purposes, including other real estate
development projects with which they were involved. In addition to this representation being made
verbally, Michael and Greenbaum also put it in writing. Specifically, on May 11, 2014, Woods sent
an e-mail to Michael and Greenbaum in which he wrote,
“First, language must go in agreement that you cannot use funds I or anyone else
invests into this vertical to invest in or perpetuate any other business, any
business ....... very concerned that you guys are in trading business ... what happens
when you have a down day ............ you cannot use Gulf stream’s money to cover
other trades or losses ......... how am I protected here ...” [Exhibit 1] (emphasis
added).

89. Greenbaum sent a responsive e-mail on the same day, and copied Michael, in which
he wrote,
“That’s no problem. Terry, I (Avi) has no position or ownership in trading fund. I’m
retired from that business, so this isn’t a possibility of occurring as it would be
against my interests. Furthermore, the trading business is highly regulated and you
can’t co-mingle [sic] funds with anything else. We can put language in preventing
this etc., but really isn’t a possibility of happening.” [Id.] (emphasis added).
90. Moreover, Michael and Greenbaum explicitly told Woods that they knew that they
had a fiduciary duty to keep the funds for each project separate and account for them under GAAP
guidelines, and they represented to Woods that they would honor and satisfy that duty.
91. In addition, Michael and Greenbaum represented to Woods that (a) Woods’ loan
would be repaid with 9% annual interest; and (b) he would receive a 6.6% equity interest in the entity
that directly owned the project.
92. Based upon these representations, and in light of the fact that Woods and Michael
had a mutual friend, who Woods reasonably viewed as vouching for Michael’s credibility, Woods
lent $1 million to HH Gulfstream, LLC at the direction of Michael and Greenbaum, which was a
special-purpose entity formed by Michael and Greenbaum for the redevelopment of the Gulfstream
Hotel. Woods provided this loan in four tranches from May 13, 2014 to September 18, 2014, as set
forth in the Table in ¶94 below.
MICHAEL AND GREENBAUM TAKE FULL ADVANTAGE OF WOODS
93. Once Michael and Greenbaum had succeeded in “sucking in” Woods for the
Gulfstream Hotel project, they then set out to squeeze as much money out of him as possible.
94. In 2015, Michael and Greenbaum persuaded Woods to lend an additional $4.5 million
to special-purpose entities that they created for three more projects, the details of which are set forth

in the following Table:
Project for Which “Borrower” Entity Date of Amount of

Woods Made Loan Woods’ Woods’ Loan
Loan
Gulfstream Hotel HH Gulfstream, LLC 5/13/14 $300,000.00
Double Tree Suites Hudson Orlando Kissimmee, LLC 1/20/15 $500,000.00
Starks Building HH Louisville I Real Estate 2/17/15 $500,000.00
Acquisition Group, LLC
Huntington Bank Hudson Cleveland Huntington, LLC 2/17/15 $500,000.00
Building
Huntington Bank Hudson Cleveland Huntington, LLC 6/4/15 $2,000,000.00
Building and Hudson Holdings, LLC,
jointly and severally
95. However, before Woods made each loan subsequent to the original loan for the
Gulfstream Hotel described above and below, he specifically and explicitly had the same
conversation with Michael and Greenbaum that he had with them relative to his loan for the
Gulfstream Hotel, and they made the same representations to him (a) that they would only use his
funds for the project for which it was intended; (b) regarding the existence of their fiduciary duty to
only use the loans for the project for which it was intended; (c) regarding the existence of their
fiduciary duty to account for those funds under GAAP guidelines; (d) that they would satisfy those

duties; (e) that Woods’ loans would be repaid with 9% annual interest; and (f) Woods would receive
a 6.6% equity interest in the entity that directly owned each project.
MICHAEL AND GREENBAUM’S SCHEME BEGINS TO UNRAVEL
A. Woods Sues Michael, Greenbaum, and Their Entities
96. In 2016, Michael and Greenbaum, and their entities defaulted on the above-referenced
loans made by Woods.
97. In a bid to stall for time and avoid being immediately sued by Woods, Michael and
Greenbaum persuaded Woods to forbear filing suit against them and their entities by (a) representing
that Woods would be paid a $300,000.00 “kicker” on his loan to Hudson Holdings, LLC (which was
owned by Michael and Greenbaum) by December 31, 2016 (funds for payment of all monies to
Woods purportedly to be raised by the refinancing that Michael and Greenbaum were in the midst
of); and (b) providing Woods with a .25% ownership interest in the “Sundy House” project in Delray
Beach, Florida that they represented was solely owned by them and had a value of $225,000.00 based
upon the Sundy House project being worth $90,000,000.00.
98. When Michael and Greenbaum reneged on these promises, Woods filed the following
lawsuits against Michael, Greenbaum, and their entities in early 2017 for breaches of the various loan
agreements and failure to provide Woods with a .25% ownership interest in the “Sundy House”
project:
a. On February 1, 2017, Woods filed a Complaint against Hudson Holdings,
LLC before the Circuit Court of the Fifteenth Judicial Circuit in and for Palm
Beach County, Florida, Case No. 50 2017 CA 1286 XXXX MB AH.
b. On February 8, 2017, Woods filed a Complaint against HH Cleveland I Real

Estate Acquisition Group, LLC (original borrower for Huntington Bank
Building project) before the Circuit Court of the Fifteenth Judicial Circuit in
and for Palm Beach County, Florida, Case No. 50 2017 CA 1575 XXXX MB
AH.
c. On February 8, 2017, Woods filed a Complaint against HH Gulfstream, LLC
before the Circuit Court of the Fifteenth Judicial Circuit in and for Palm
Beach County, Florida, Case No. 50 2017 CA 1577 XXXX MB AH.
d. On February 8, 2017, Woods filed a Complaint against HH Louisville I Real
Estate Acquisition Group, LLC before the Circuit Court of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida, Case No. 50 2017 CA
1578 XXXX MB AH.
e. On February 8, 2017, Woods filed a Complaint against Greenbaum and
Hudson Orlando Acquisition Group, LLC (original borrower for Double Tree
Suites project) before the Circuit Court of the Fifteenth Judicial Circuit in and
for Palm Beach County, Florida, Case No. 50 2017 CA 1579 XXXX MB AN.
f. On March 2, 2017, Woods filed a Complaint against Michael and Hudson
Delray, LLC before the Circuit Court of the Fifteenth Judicial Circuit in and
for Palm Beach County, Florida, Case No. 50 2017 CA 2506 XXXX MB AH.
99. Now that Michael and Greenbaum’s “backs were up against the wall”, they again
implored Woods for mercy and forbearance. This time, Michael and Greenbaum represented to
Woods that in exchange for a forbearance of the litigation, (a) Woods would be repaid every penny
that he was owed by March 31, 2018; (b) Woods would be paid an additional $100,000.00 if Woods

was not repaid at least $1 million of the money owed to him by December 31, 2017; and (c) Woods
would be provided with the above-referenced .25% ownership interest in their “Sundy House”
project. Based upon these representations, Woods voluntarily dismissed or otherwise abandoned the
above-referenced lawsuits that he filed.
100. Not surprisingly, however, Michael and Greenbaum went back on their word yet
again, and these latest representations went unfulfilled by March 31, 2018.
101. On May 29, 2018, Woods gave Michael and Greenbaum yet another chance to “make
things right.” Specifically, Woods, Michael and Greenbaum, and their various entities entered into
a Settlement Agreement. [Exhibit 2]. Pursuant to the Settlement Agreement, the parties agreed, inter
alia, that the maturity date of the loans would be extended until November 29, 2019, and if the loans
were not satisfied, then Woods would take over complete ownership and control of the Double Tree
Suites project.
102. As a “sweetener” for Woods to induce him to agree to enter into the Settlement
Agreement, Michael and Greenbaum increased Woods’ interest in the Sundy House project to .50%,
which they again represented was owned solely by them and worth $450,000.00 based upon the
Sundy House project being worth $90,000,000.00.
103. In June, 2018, with the ink barely dry on the Settlement Agreement, Michael and
Greenbaum approached Woods about investing in their Railway Exchange project in St. Louis,
Missouri. In order to induce Woods to lend them $700,000.00 for that project, Michael and
Greenbaum made the following misrepresentations to Woods:
a. A sale of 80% - 100% of the project was going to take place within six
months to either or both of two specific purchasers that would generate

sufficient funds to allow Woods to recoup the loans that he made to Michael
and Greenbaum for all of the projects and enjoy a 35% profit participation in
the Railway Exchange project;
b. The $200,000.00 that Woods wired to HP Andre Way, LLC on June 22, 2018
was for the Railway Exchange project;
c. Woods would be repaid a total of $991,667.00 in principal and interest on
June 13, 2019;
d. Pursuant to Woods’ 35% ownership interest in the entity that directly owned
the Railway Exchange project, Woods would receive 35% of the pending $4
million - $6 million of proceeds from a flood insurance policy;
e. In the event that formal loan documentation was not executed by June 20,
2018, then Woods would be paid an additional $100,000.00 on June 21,
2018, payment of which was personally guaranteed by Michael and
Greenbaum; and
f. HH St. Louis Railway, LP would pay Woods’ attorneys’ fees for the drafting
of the formal loan documentation.
104. In addition to failing to disclose the various litigations listed above and below to
Woods, Michael and Greenbaum failed to disclose the existence of litigation regarding the same
Railway Exchange project that was pending as they solicited funds from Woods for that project.
Specifically, Michael and Greenbaum failed to divulge the fact that on June 28, 2017, David Correia
(“Correia”) and Lev Parnas (“Parnas”) (the latter of which was later implicated in a scheme to
pressure Ukraine to investigate political rivals of President Donald Trump) filed a Complaint against

Michael, Greenbaum, and Hudson Holdings, LLC before the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida, Case No. 50 2017 CA 7304 XXXX MB AI.
105. The Complaint alleged that Michael and Greenbaum fraudulently induced the
plaintiffs to facilitate the procurement of a $10 million loan for the Railway Exchange project
through the following misrepresentations and omissions:
a. The $10 million loan proceeds would only be used to purchase the Railway
Exchange properties and/or entities; and
b. The project would be receiving $15 million - $22 million of proceeds from
a flood insurance policy (which was approximately four times the amount of
proceeds represented to Woods), the first $10 million of which would be used
to pay the primary lender for the project.
106. The Complaint also contained a cause of action for breach of contract based, inter
alia, on Michael and Greenbaum’s failure to provide Correia and Parnas with a 50% stake in the
entity that directly owned the project.
107. On November 21, 2017, Correia and Parnas filed an Amended Complaint in which
they added Adrian (above-referenced felon for operating a fraudulent forex scheme retained by
Michael in connection with Stonehenge), inter alia, as a co-Defendant.
108. In the Amended Complaint, Correia and Parnas made the following additional
allegations:
a. In 2016, Correia, Parnas, Michael, and Greenbaum agreed that Correia and
Parnas would become 49% owners and employees of Hudson Opportunity
Fund I, LLC (the “Hudson Fund”), which was a private equity hedge fund

established by Michael and Greenbaum in 2015;
b. The Compliance Officer for the Hudson Fund was Adrian, and Michael,
Greenbaum, and Adrian represented to Correia and Parnas that (a) Adrian
was an honest, skilled person with an unblemished record who was fully
qualified to be the Compliance Officer; and (b) Adrian was a very well
qualified, honest and upstanding person with no negative issues in his
background;
c. Michael, Greenbaum, and Adrian concealed the fact that Adrian was a
convicted felon;
d. Correia and Parnas were engaged to market the Hudson Fund, and seek
financing and raise capital for the various Hudson Holdings projects;
e. Michael and Greenbaum also represented that the Hudson entities were
financially sound, well run financially, reputable, and honest;
f. After Correia and Parnas raised $200,000.00 for the Fund, Michael told
Correia and Parnas that Greenbaum (i) was a crook and a thief; (ii)
Greenbaum had stolen money from another investor in Hudson Holdings; (iii)
Greenbaum, who was married with young children, was involved in a long-
term affair with an employee named Jennifer Hebrock (“Hebrock”); (iv)
Greenbaum had used corporate funds to pay for (A) a home and car for
Hebrock; (B) Hebrock’s child’s private school tuition; (C) a stipend for
Hebrock once she left the company’s employ; (D) breast implants for Juliet
Young (“Young”), another employee; (E) $60,000.00 for a new kitchen in

Young’s home; (F) re-financing of Young’s home; and (G) a home and car
for Malinda Fine (“Fine”), another company employee, as to which
Greenbaum told the women to repay him rather than the company;
g. Michael had signed, sworn statements from Hebrock, Young, and Fine
confirming these actions by Greenbaum;
h. Michael admitted that he had misappropriated the $200,000.00 that Correia
and Parnas had raised;
i. Michael and Greenbaum failed to provide Correia and Parnas with a 50%
stake in the entity that directly owned the Railway Exchange project because
they had moved corporate entities around in the organizational chart and had
transferred part of the ownership interest to other entities;
j. Michael told Correia and Parnas that he and Greenbaum did not have
sufficient funds to reimburse Parnas for the approximate $250,000.00 that he
advanced for the procurement of the $10 million loan;
k. Michael and Greenbaum failed to pay Correia and Parnas their salaries and
canceled their health insurance; and
l. Michael and Greenbaum used corporate funds to purchase a strip club in
Indiana called “The Rustic Frog.”
109. In ¶6 of the Amended Complaint, Correa and Parnas made the following allegation:
“PARNAS and CORREIA now believe that GREENBAUM, MICHAEL, HUDSON

HOLDINGS, LLC, ADRIAN and BERDUGO were jointly involved in running a
Ponzi scheme type of operation. They would promote a project, get investors, prepare
financial statements and pro-formas, begin the project and utilize all of the investor
money (oftentimes to pay debt service for other projects); then inform the investors
that the project was not feasible, required extra capital, needed additional or

substitute investors or would simply abandon it and not follow through with
completion of the project.”
110. The Amended Complaint also alleged that Michael and Greenbaum fraudulently
represented to Correia and Parnas that there were not any pending proceedings against Hudson Real
Estate Holdings, LLC or any of its affiliated entities.
111. On March 16, 2018, Correia and Parnas filed a Second Amended Complaint in which
they clarified that Michael and Greenbaum fraudulently represented to Correia and Parnas that there
were not any pending proceedings against either of them, Hudson Holdings, LLC, Hudson Real
Estate Holdings, LLC, or any of their affiliated entities. In the Second Amended Complaint, Correia
and Parnas referenced the following litigations that Michael and Greenbaum failed to disclose the
above-referenced lawsuits filed by Woods, as well as numerous lawsuits in Palm Beach County,
Florida and St. Louis, Missouri alleging that architects, contractors, and mortgage holders had not
been paid. In short, Michael and Greenbaum hid the litigations filed by Woods from Correia and
Parnas, and hid the litigations filed by Correia and Parnas from Woods.
112. Michael and Greenbaum also failed to disclose to Woods that on February 10, 2015,
the Zivomir Golubovic Revocable Trust filed a Complaint against, inter alia, Hudson Holdings, LLC
and Hudson Real Estate Advisors, LLC (entities owned by Michael and Greenbaum), before the
Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50
2015 CA 1564 XXXX MB AE, in which it was alleged that those entities leased out, received rents
from, and used as collateral, real property that was not owned by them, but in actuality owned by the
plaintiff.
113. Michael and Greenbaum also failed to disclose to Woods that on December 16, 2016,
Linda Levy filed a Complaint against them before the Circuit Court of the Fifteenth Judicial Circuit

in and for Palm Beach County, Florida, Case No. 50 2016 CA 13968 XXXX MB AI, for breach of
contract in connection with their failure to repay $500,000.00 of loans for an apartment building in
Lake Worth, Florida known as “Grand Cay.”
114. Michael and Greenbaum also failed to disclose to Woods the additional litigations
described infra filed by other victims relative to the same projects as to which Woods was
victimized.
115. On June 13, 2018, based upon these misrepresentations and omissions, Woods,
Michael and Greenbaum, and their entities entered into a contract pursuant to which, inter alia,
Woods loaned $700,000.00 to Michael and Greenbaum for the Railway Exchange project (the “St.
Louis Contract”), and received a 35% equity stake in the project.
116. Unfortunately, Michael, Greenbaum, and their various entities breached both the
Settlement Agreement and the St. Louis Contract.
117. In sum, Michael and Greenbaum never actually intended to honor any of their
agreements with Woods, but instead entered into those agreements merely to delay the filing of this
Complaint by any and all means possible.
B. Michael and Greenbaum Use Woods’ Funds as Their Personal “Piggy Bank”
118. Rather than using each tranche of money lent by Woods for the specific real estate
development for which they represented each tranche of money would be used, Michael and
Greenbaum instead used Woods’ money to not only finance other projects outside the scope and
purpose of the loan, but also to pay personal expenses of Michael and Greenbaum.
119. The Double Tree Suites project owned by HH Orlando is particularly illustrative.
120. HH Orlando lent money to other projects that were being developed by Michael and

Greenbaum, and to entities owned by Michael and Greenbaum that were not providing services to
HH Orlando; loans that were in direct violation of the representation made by Michael and
Greenbaum to Woods that his loan for the Double Tree Suites project would only be used for that
specific project. Specifically, the following loans by HH Orlando were outstanding as of December
8, 2019: (a) $494,201.02 due from Hudson Holdings, LLC; (b) $50,000.00 due from HH St. Louis
Railway, LP; (c) $47,309.46 due from Sunrise 3D Studio US LLC; an entity owned by Michael and
his wife, Nataliia Khavryliak; (d) $27,988.00 due from Triple Double Investments, LLC; an entity
owned by Greenbaum; (e) $13,950.00 from HH Andre Way; (f) $3,412.50 due from HH Louisville
Starks, LP; and (g) $282.90 due from Hudson Sundy House, LLC.
121. HH Orlando made numerous payments for payroll for individuals who did not work
for the Double Tree Suites and/or did not provide services to the Double Tree Suites. For example,
HH Orlando made numerous payments for the payroll of Sunrise 3D Studio US LLC, which is an
entity owned by Michael and his wife, Nataliia Khavryliak; payments that were not made for services
rendered to the Double Tree Suites. Further, on October 25, 2018 and December 5, 2018, HH
Orlando paid $6,363.86 and $3,132.33, respectively, for the payroll of HH Andre Way. Moreover,
on November 29, 2018, HH Orlando paid $13,330.17 for the payroll of Hudson Holdings, LLC.
122. HH Orlando made numerous payments for the personal American Express bills for
Michael and Greenbaum. For example, in August, 2018, check #12301 and check #12302 were
written from HH Orlando’s account in the amounts of $3,028.02 and $1,011.66, respectively, to pay
Michael’s personal American Express bills. Similarly, in September, 2018, check #12325 was
written from HH Orlando’s account in the amount of $5,134.17 to pay Michael’s personal American
Express bill.

123. On many occasions, Woods requested that Michael and Greenbaum provide him with
financial records for each of the projects, including details of cash flow, income statements, and
balance sheets, so that he could, inter alia, confirm that his money was being used for the intended
purpose. Rather than provide the information, Michael and Greenbaum repeatedly delayed, lied, and
made excuses for why they did not produce the information. When Woods ultimately was able to
discover limited information regarding the fact that Michael and Greenbaum improperly commingled
funds between projects, Woods confronted Michael about the commingling of funds in violation of
his fiduciary duty, and Michael flippantly responded, “you do what you gotta do.”
C. The Projects Fail and Other Victims Sue Michael, Greenbaum, and Their
Entities
124. Michael and Greenbaum’s web of deceit has been falling apart, and each of the
projects has either failed or are on the brink of failure.
125. On March 26, 2018, CDS Gulfstream, LLC, which was the partner of Michael and
Greebaum’s entity, HH Gulfstream, LLC, in the Gulfstream Hotel, filed a class action Complaint
against Michael and Greenbaum before this Court, in the case styled, CDS Gulfstream, LLC, et al.
v. Greenbaum, et al., Case No. 18-cv-80386-DMM. The Complaint contained claims for fraud and
civil RICO against Michael and Greenbaum in connection with CDS Gulfstream, LLC’s investment
in the Gulfstream Hotel project. In less than three weeks subsequent to the filing of the Complaint,
Michael and Greenbaum settled the action by turning over HH Gulfstream, LLC’s ownership interest
in the Gulfstream Hotel to CDS Gulfstream, LLC.
126. In 2018, after the Huntington Bank Building defaulted on a $34.025 million loan and
was on the brink of foreclosure, Michael and Greenbaum not only lost the entire equity interest in
the project held by them and their various entities, but actually had to pay $55,374.39 to walk away

from the project.
127. In 2018, Michael and Greenbaum also lost the entire equity interest in the Starks
Building in Kentucky held by them and their various entities, as a result of various lawsuits and
liens, including a foreclosure action and lawsuits by various contractors.
128. After having been sued by a number of contractors, Michael and Greenbaum are now
on the verge of losing the Railway Exchange in Missouri, as the project is in default of a $19.7
million loan, and the lender has filed a foreclosure action.
129. Similarly, although a foreclosure action has not yet been filed against the Double Tree
Suites, such an action is likely to be filed in the near future, as the hotel is operating at 25% capacity
and losing money, and the renovation still has not been completed more than five years after Woods
made his first $500,000.00 loan for the project, and nearly two years after Woods invested an
additional $1.5 million.
130. Despite these failures, Michael and Greebaum continue to feature these failed projects
to this very day on Hudson Holdings, LLC’s website, www.hudsonholdings.com, where they have
the temerity to make the following statement:
“Hudson Holdings[’] trusted guidance can bring any vision to life and help set the
course for a property’s continued financial stability and success in the
marketplace.” (emphasis added).
131. Conspicuously absent from the website is the fact that all five of Michael and
Greebaum’s projects have failed or are on the brink of failure, and therefore do not have “financial
stability” or “success.” Apparently, even having already been sued relative to two of those projects
has not caused Michael or Greenbaum to alter their fraudulent ways in the slightest.

Count I -
Fraud
(Woods v. Michael and Greenbaum)
132. Woods realleges and incorporates by reference the allegations contained in paragraphs
1-19 and 21-131 as if fully set forth herein.
133. Michael and Greenbaum made the following material misrepresentations to Woods:
a. Michael and Greenbaum did not operate in a dishonest manner;
b. Woods’ business experience with Michael and Greenbaum would be different

than it had been with other people;
c. No litigation had ever been filed against Michael and Greenbaum or their
entities;
d. If Woods lent money to Michael and Greenbaum, they would use the money
strictly for the particular project for which it was intended, and would not use
any portion of any tranche of money for any other purposes, including other
real estate development projects with which Michael and Greenbaum were
involved;
e. Michael and Greenbaum would honor and satisfy their fiduciary duty to keep
the funds for each project separate and account for them under GAAP
guidelines;
f. Woods’ loans for the Gulfstream Hotel, Double Tree Suites, Starks Building,
and Huntington Bank Building would be repaid with 9% annual interest;
g. Woods would receive a 6.6% equity interest in the entity that directly owned
the Gulfstream Hotel, Double Tree Suites, Starks Building, and Huntington
Bank Building;
h. Woods would be paid a $300,000.00 “kicker” on his loan to Hudson

Holdings, LLC by December 31, 2016;
i. The Sundy House project was worth $90,000,000.00 and owned solely by
Michael and Greenbaum;
j. Woods would be repaid every penny that he was owed by March 31, 2018;
k. Woods would be paid an additional $100,000.00 if Woods was not repaid at

least $1 million of the money owed to him by December 31, 2017;
l. A sale of 80% - 100% of the Railway Exchange project was going to occur
within six months of June, 2018 to either or both of two specific purchasers
that would generate sufficient funds to allow Woods to recoup the loans that
he made to Michael and Greenbaum for all of the projects and enjoy a 35%
profit participation in the Railway Exchange project;
m. The $200,000.00 that Woods wired to HP Andre Way, LLC on June 22, 2018
was for the Railway Exchange project;
n. Woods would be repaid a total of $991,667.00 in principal and interest on

June 13, 2019 for his loan for the Railway Exchange project;
o. Pursuant to Woods’ 35% ownership interest in the entity that directly owned
the Railway Exchange project, Woods would receive 35% of the pending $4
million - $6 million of proceeds from a flood insurance policy;
p. In the event that formal loan documentation for Woods’ loan for the Railway
Exchange project was not executed by June 20, 2018, then Woods would be
paid an additional $100,000.00 on June 21, 2018, payment of which was
personally guaranteed by Michael and Greenbaum; and
q. HH St. Louis Railway, LP would pay Woods’ attorneys’ fees for the drafting
of the formal loan documentation for his loan for the Railway Exchange
project.
134. These material representations were false when made, as set forth herein.
135. Further, Woods did not receive a 6.6% equity interest in the entity that directly owned
the Gulfstream Hotel, Double Tree Suites, Starks Building, and Huntington Bank Building. Rather,
he received an indirect ownership interest by receiving an equity interest in a low level entity in the
web of entities that ultimately directly owned the projects, as follows:
a. With respect to the Huntington Bank Building in Ohio, Michael and

Greenbaum represented to Woods that he would receive a 6.6% ownership
interest in the entity that directly owned the Huntington Bank Building, which
Michael and Greenbaum represented was Hudson Cleveland Huntington,
LLC. In actuality, however, the Huntington Bank Building was owned by HH
Cleveland Huntington, LP. Hudson Cleveland Huntington, LLC was only the
19% owner of HH Huntington, LP, which in turn was the 99.9% owner of

HH Cleveland Huntington, LP. Therefore, rather than owning 6.6% of the

entity that actually owned the Huntington Bank Building, Woods only had an
approximate 1.25% indirect ownership in the entity that actually owned the
Huntington Bank Building (i.e. 6.6% x 19% x 99.9%).
b. With respect to the Starks Building in Kentucky, Michael and Greenbaum

represented to Woods that he would receive a 6.6% ownership interest in the
entity that directly owned the Starks Building, which Michael and
Greenbaum represented was HH Louisville I Real Estate Acquisition Group,
LLC. In actuality, however, the Starks Building in Kentucky was owned by
HH Louisville Starks, LP. HH Louisville I Real Estate Acquisition Group,
LLC was the owner of Hudson Louisville Starks, LLC, which in turn was
only a 20% partner in HH Starks, LP, which was a 99.9% partner in HH
Louisville Starks, LP. Therefore, rather than owning 6.6% of the entity that
actually owned the Starks Building, Woods only had an approximate 1.32%
indirect ownership in the entity that actually owned the Starks Building (i.e.
6.6% x 20% x 99.9%).
c. With respect to the Double Tree Suites in Florida, Michael and Greenbaum
entity that directly owned the Double Tree Suites, which Michael and
Greenbaum represented was Hudson Orlando Kissimmee, LLC. In actuality,
however, the Double Tree Suites was owned by HH Orlando Kissimmee, LP.
Hudson Orlando Kissimmee, LLC was only a 19.9% partner in HH
Kissimmee, LP, which in turn was a 99.99% partner in HH Orlando
Kissimmee, LP. Therefore, rather than owning 6.6% of the entity that actually
owned the Double Tree Suites, Woods only had an approximate 1.31%
indirect ownership in the entity that actually owned the Double Tree Suites
(i.e. 6.6% x 19.9% x 99.99%).
d. With respect to the Gulfstream Hotel in Florida, Michael and Greenbaum

entity that directly owned the Gulfstream Hotel, which Michael and
Greenbaum represented was HH Gulfstream, LLC. In actuality, however, the
Gulfstream Hotel was owned by HH Gulfstream Land Holdings, LLC. HH
Gulfstream, LLC was only the 49% owner of HHG Land Holdings, LLC,
which was the owner of HH Gulfstream Land Holdings, LLC. Therefore,
rather than owning 6.6% of the entity that actually owned the Gulfstream
Hotel, Woods only had an approximate 3.23% indirect ownership in the
entity that actually owned the Gulfstream Hotel (i.e. 6.6% x 49%).
136. The Sundy House project was not worth $90,000,000.00 and was not owned solely
by Michael and Greenbaum. Rather, Hudson Real Estate Holdings, LLC, which was owned by

Michael and Greenbaum, owned 73.98% of Hudson Sundy House, LLC, which only owned 9.047%
of MGM Delray, LLC, which owns 100% of Atlantic Ave. Development, LLC, which is the entity
that actually owns the Sundy House project. Further, rather than receiving an ownership interest
worth $450,000.00, Woods only received $20,000.00 for that ownership interest (i.e. less than 5%
of the represented value) when Michael and Greenbaum sold that project.
137. A sale of 80% - 100% of the Railway Exchange project did not occur within six
months of June, 2018.
138. The $200,000.00 that Woods wired to HP Andre Way, LLC on June 22, 2018 at the
instruction of Michael and Greenbaum was not for the Railway Exchange project. Rather, it was for
Michael and Greenbaum’s Andre Flats residential and office complex in Delray Beach, Florida.
139. Woods did not receive 35% of the pending $4 million - $6 million of proceeds from
a flood insurance policy for the Railway Exchange project.
140. Michael and Greenbaum also intentionally failed to disclose to Woods the litany of
litigations and administrative actions that had been filed against them and their entities.
141. Michael and Greenbaum made these material misrepresentations and omissions with
knowledge of their falsity or reckless disregard of the truth, and with the intent that Woods would
rely upon them.
142. Moreover, Michael and Greenbaum failed to disclose to Woods, on a continuing
basis, the fact that they had committed fraud, and were continuing to do so on an ongoing basis, even
as they induced him to provide them with additional loans and forbear from pursuing his litigation
against them and their entities.
143. As the developers of each of the projects and founders of the above-referenced

entities, Michael and Greenbaum had superior knowledge of the subject of each statement and
omission.
144. To the extent that Michael and Greenbaum made representations regarding their
future conduct, they made those representations with no intention of performing or with a positive
intention not to perform.
145. To the extent that any of Michael and Greenbaum’s statements may be characterized
as opinions, they are deemed to be statements of fact, because they can be viewed as having been
made by individuals with superior knowledge of the subject of the statements due to the fact that
Michael and Greenbaum were developers of each of the projects and founder of the entities, and
obviously had knowledge of their own personal and professional histories.
146. Michael and Greenbaum made these material misrepresentations and omissions in
order to induce Woods to make loans, forbear from pursuing litigation that he filed against them and
their entities, and enter into various contracts, and did so each time they so induced Woods.
147. Based upon the fact that Michael and Greenbaum were developers of each of the
projects and founders of the entities, and therefore had superior knowledge of each project, coupled
with the fact that Woods and Michael had a mutual friend through which they met, who Woods
reasonably viewed as vouching for Michael’s credibility, Woods reasonably and justifiably relied
upon Michael and Greenbaum’s misrepresentations and omissions to make loans, forbear from
pursuing litigation that he filed against them and their entities, and enter into various contracts.
148. Had Woods known of Michael and Greenbaum’s misrepresentations and omissions,
he would not have made the loans, agreed to forbear from pursuing litigation that he filed against
them and their entities, and entered into various contracts.

149. As a proximate result and consequence of Michael and Greenbaum’s fraud, Woods
has suffered general and special damages of his out-of-pocket losses, and in the alternative, the
“benefit of the bargain”, including (a) lack of repayment of his loans; (b) lack of receipt of 9%
annual interest on his loans for the Gulfstream Hotel, Double Tree Suites, Starks Building, and
Huntington Bank Building projects; (c) lack of receipt of a 6.6% equity interest in the entity that
directly owned the Gulfstream Hotel, Double Tree Suites, Starks Building, and Huntington Bank
Building projects; (d) lack of receipt of a $300,000.00 “kicker” on his loan to Hudson Holdings, LLC
by December 31, 2016; (e) lack of receipt of a .50% equity interest in the Sundy House project that
was worth $450,000.00; (f) lack of receipt of an additional $100,000.00 since Woods was not repaid
at least $1 million of the money owed to him by December 31, 2017; (g) lack of receipt of a total of
$991,667.00 in principal and interest on June 13, 2019 for his loan for the Railway Exchange project;
(h) lack of receipt of 35% of the pending $4 million - $6 million of proceeds from a flood insurance
policy for the Railway Exchange project; (i) lack of receipt of $100,000.00 on June 21, 2018 based
upon the lack of execution of formal loan documentation for Woods’ loan for the Railway Exchange
project by June 20, 2018; and (j) lack of payment of Woods’ attorneys’ fees for the drafting of the
formal loan documentation for his loan for the Railway Exchange project.
WHEREFORE, Plaintiff, Terry V. Woods, demands judgment in his favor and against
Defendants, Steven Michael and Andrew Greenbaum a/k/a Avi Greenbaum, for general and special
damages, punitive damages, costs, and interest, and such other and further relief as this Court deems
just and proper.

Count II -
Civil RICO - 18 U.S.C. §1962(a)
1-149 as if fully set forth herein.
151. Pursuant to 18 U.S.C. §1962(a),
“(a) It shall be unlawful for any person who has received any income derived,
directly or indirectly, from a pattern of racketeering activity ... in which such person
has participated as a principal within the meaning of section 2, title 18, United States
Code, to use or invest, directly or indirectly, any part of such income, or the proceeds
of such income, in acquisition of any interest in, or the establishment or operation of,
any enterprise which is engaged in, or the activities of which affect, interstate or
foreign commerce.”
152. Pursuant to 18 U.S.C. §1961(1), “‘racketeering activity’ means (B) any act which is
indictable under any of the following provisions of title 18, United States Code ... section 1343
(relating to wire fraud).”
153. Pursuant to 18 U.S.C. §1343, wire fraud is defined as,
“Whoever, having devised or intending to devise any scheme or artifice to defraud,

or for obtaining money or property by means of false or fraudulent pretenses,
representations, or promises, transmits or causes to be transmitted by means of wire,
radio, or television communication in interstate or foreign commerce, any writings,
signs, signals, pictures, or sounds for the purpose of executing such scheme or
artifice.”
154. Michael and Greenbaum committed wire fraud in violation of 18 U.S.C. §1343 on
many occasions by virtue of having made the above-referenced misrepresentations and omissions
to Woods over the telephone while Woods was in one state and Michael and Greenbaum in another
state, and via electronic mail.
155. Pursuant to 18 U.S.C. §1961(5), “‘pattern of racketeering activity’ requires at least
two acts of racketeering activity, one of which occurred after the effective date of this chapter [1970]

and the last of which occurred within ten years ... after the commission of a prior act of racketeering
activity.”
156. As set forth above, Michael and Greenbaum engaged in a pattern of racketeering
activity by fraudulently inducing Woods to make loans with respect to five different projects in four
different states over a four-year period; to wit (a) Gulfstream Hotel in Florida in 2014; (b) Double
Tree Suites in Florida in 2015; (c) Starks Building in Kentucky in 2015; (d) Huntington Bank
Building in Ohio in 2015; and (e) Railway Exchange in Missouri in 2018. The fraudulent
misrepresentations and omissions of Michael and Greenbaum relative to these five projects are all
related in that (1) Woods was a victim with respect to all five projects; (2) all five projects are a part
of Michael and Greenbaum’s putative real estate development business, as set forth on the website
of their umbrella organization, www.hudsonholdings.com; and (3) Michael and Greenbaum
improperly transferred funds between these projects that they fraudulently obtained from Woods.
Based upon the extensive history of fraudulent misconduct by Michael and Greenbaum across a wide
array of business sectors, when combined with the fact that they defrauded others in addition to
Woods with respect to at least two of these five projects, and the fact that Michael and Woods have
failed to demonstrate any remorse, and in fact continue to tout their putative business success and
acumen with respect to the very projects that have failed, it is quite clear that Michael and
Greenbaum pose a very high threat of continued criminal activity.
157. Pursuant to 18 U.S.C. §2(a), a “principal” is defined as “Whoever commits an offense
against the United States or aids, abets, counsels, commands, induces or procures its commission,
is punishable as a principal.” As detailed herein, Michael and Greenbaum both acted as principals
through their direct participation in the fraud.

158. Pursuant to 18 U.S.C. §1961(4), “‘enterprise’ includes any individual, partnership,
corporation, association, or other legal entity, and any union or group of individuals associated in
fact although not a legal entity.”
159. Michael and Greenbaum utilized or invested the money that they fraudulently
obtained from Woods in the operation of HH Gulfstream, LLC, Hudson Orlando Kissimmee, LLC,
HH Louisville I Real Estate Acquisition Group, LLC, Hudson Cleveland Huntington, LLC, Hudson
Holdings, LLC, and HH St. Louis Railway, LP, each of which is considered an “enterprise” pursuant
to 18 U.S.C. §1961(4), the activities of which affect interstate commerce in the following ways:
a. All five of these projects were run by Michael and Greenbaum out of their
corporate headquarters, which was the Hudson Holdings, LLC offices in
Delray Beach, Florida;
b. Both Michael and Greenbaum traveled to each of the projects from their
corporate headquarters in Delray Beach, Florida;
c. All five of these projects were featured on Hudson Holdings, LLC’s website,
www.hudsonholdings.com;
d. The following projects are owned by a web of entities and individuals from
states different than the one in which the property and titled owner are
located:
i. The Huntington Bank Building in Ohio is owned by HH Cleveland

Huntington, LP, which is an Ohio limited partnership. However, the
99.9% partner in HH Cleveland Huntington, LP is HH Huntington,
LP, which is a Delaware limited partnership. The three partners in
HH Huntington, LP are Hudson Real Estate Manager, LLC, a Florida
limited liability company, Hudson Cleveland Huntington, LLC, a
Florida limited liability company, and Tinto Beta Limited, a British
Virgin Islands limited partnership.
ii. The Starks Building in Kentucky is owned by HH Louisville Starks,

LP, which is a Kentucky limited partnership. However, the 99.9%
partner in HH Louisville Starks, LP is HH Starks, LP, which is a
Delaware limited partnership. A 20% partner in HH Starks, LP is
Hudson Louisville Starks, LLC, which is a Florida limited liablity

company. The owner of Hudson Louisville Starks, LLC is HH

Louisville I Real Estate Acquisition Group, LLC, which is a Florida
limited liability company. The owner of HH Louisville I Real Estate
Acquisition Group, LLC is Hudson Real Estate Holdings, LLC,
which is a Florida limited liability company.
iii. The Railway Exchange in Missouri is owned by HH St. Louis

Railway, LP, which is a Missouri limited partnership. However, the
99.9% partner in HH St. Louis Railway, LP is HH Railway, LP,
which is a Delaware limited partnership. A 39.99% partner in HH
Railway, LP is Hudson St. Louis Railway, LLC, which is a Florida
limited liability company. A .01% partner in HH Railway, LP is
Hudson Real Estate Manager, LLC, which is a Florida limited
liability company. The owner of Hudson St. Louis Railway, LLC is
Hudson Real Estate Holdings, LLC, which is a Florida limited
liability company.
iv. The Gulfstream Hotel in Florida is owned by HH Gulfstream Land

Holdings, LLC, a Delaware limited liability company. The owner of
HH Gulfstream Land Holdings, LLC is HHG Land Holdings, LLC,
which is also a Delaware limited liability company.
e. The Gulfstream Hotel in Florida, the Starks Building in Kentucky, and the
and the Railway Exchange in Missouri have been listed on the National
Register of Historic Places by the United States Department of the Interior
since 1983, 1985, and 2009, respectively;
f. The Double Tree Suites in Florida has continuously been operated as a hotel
at which out-of-state travelers lodged, even during its ongoing renovation;
g. The Double Tree Suites in Florida has ordered materials from outside of the
State of Florida for its ongoing renovation, including for example, furniture
from Hayneedle, Inc., which is located in Omaha, Nebraska;
h. On May 29, 2018, CPIF Lending, LLC, a Washington limited liability

company provided a $14.8 million loan for the Double Tree Suites in Florida;
i. $20 million of financing for the purchase of Railway Exchange in Missouri

was arranged by New York-based MLK Real Estate Capital;
j. On January 30, 2017, GEOS Project Development Korlatolt Felelossegu

Tarsasag, a Hungarian limited liability company, provided a $10 million loan
for the Railway Exchange project in Missouri (in connection with Correia and
Parnas filed suit against Michael and Greenbaum, as set forth above);

k. On August 31, 2015, DWV Albacore I, LLC, a Delaware limited liability

company, provided a $22.3 million loan for the Huntington Bank Building
in Ohio, for which Acres Capital, LLC, a New York limited liability
company, served as the administrative agent;
l. On February 15, 2017, Gamma Lending Omega, LLC, a Delaware limited

liability company, provided a $34.025 million loan for the Huntington Bank
Building in Ohio;
m. On January 31, 2017, Gamma Real Estate Capital, LLC, a Delaware limited
liability company, provided a $19.7 million loan for the Railway Exchange
in Missouri;
n. Michael traveled to Washington, D.C. to meet with the Legislative Aid to

Senator Mitch McConnell and a number of members of Congress and/or their
aids to lobby for the maintenance of the Historic Tax Credit that would
benefit, inter alia, the Starks Building in Kentucky;
o. A tenant in the Starks Building in Kentucky was an Eddie Merlot’s

steakhouse, which is based in Fort Wayne, Indiana; and
p. Steven Stogel, who is a St. Louis-based real estate and financial consultant
hired by Michael and Greenbaum and/or Hudson Holdings, LLC for the
Starks Building in Kentucky, the Huntington Bank Building in Ohio, and the
Railway Exchange in Missouri, traveled to each of those projects in
connection with that role.
160. Michael and Greenbaum are also themselves an “enterprise”, and they utilized or
invested the money that they fraudulently obtained from Woods to pay their personal American
Express bills through interstate communications, such as internet and/or U.S. Mail (18 U.S.C.
§1341).
161. As a proximate result and consequence of Michael and Greenbaum’s pattern of
racketeering activity, Woods has suffered general and special damages of his out-of-pocket losses,
and in the alternative, the “benefit of the bargain”, including (a) lack of repayment of his loans; (b)
lack of receipt of 9% annual interest on his loans for the Gulfstream Hotel, Double Tree Suites,
Starks Building, and Huntington Bank Building projects; (c) lack of receipt of a 6.6% equity interest

in the entity that directly owned the Gulfstream Hotel, Double Tree Suites, Starks Building, and
Huntington Bank Building projects; (d) lack of receipt of a $300,000.00 “kicker” on his loan to
Hudson Holdings, LLC by December 31, 2016; (e) lack of receipt of a .50% equity interest in the
Sundy House project that was worth $450,000.00; (f) lack of receipt of an additional $100,000.00
since Woods was not repaid at least $1 million of the money owed to him by December 31, 2017;
(g) lack of receipt of a total of $991,667.00 in principal and interest on June 13, 2019 for his loan
for the Railway Exchange project; (h) lack of receipt of 35% of the pending $4 million - $6 million
of proceeds from a flood insurance policy for the Railway Exchange project; (i) lack of receipt of
$100,000.00 on June 21, 2018 based upon the lack of execution of formal loan documentation for
Woods’ loan for the Railway Exchange project by June 20, 2018; and (j) lack of payment of Woods’
attorneys’ fees for the drafting of the formal loan documentation for his loan for the Railway
Exchange project.
162. Pursuant to 18 U.S.C. §1964(c), Woods is entitled to special damages of treble
damages and attorneys’ fees.
damages, treble damages, punitive damages, attorneys’ fees, costs, and interest, and such other and
further relief as this Court deems just and proper.
Count III -
Conspiracy to Commit Civil RICO - 18 U.S.C. §1962(a)
1-162 as if fully set forth herein.

164. Pursuant to 18 U.S.C. §1962(d), “It shall be unlawful for any person to conspire to
violate any of the provisions of subsection (a), (b), or (c) of this section.”
165. Michael and Greenbaum conspired to violate 18 U.S.C. §1962(a) by agreeing to
participate in the fraud, actively participating in the fraud, and failing to correct fraudulent
misrepresentations and omissions made by the other.
166. As a proximate result and consequence of Michael and Greenbaum’s conspiracy to
commit civil RICO, Woods has suffered general and special damages of his out-of-pocket losses,
Exchange project.

Count IV -
Civil RICO - 18 U.S.C. §1962(b)
1-149, 152-156, and 158-159, as if fully set forth herein.
169. Pursuant to 18 U.S.C. §1962(b),
“(b) It shall be unlawful for any person through a pattern of racketeering activity
... to acquire or maintain, directly or indirectly, any interest in or control of any
enterprise which is engaged in, or the activities of which affect, interstate or foreign
commerce.”
170. Michael and Greenbaum, through a pattern of racketeering activity, maintained their
interest in and control of HH Gulfstream, LLC, Hudson Orlando Kissimmee, LLC, HH Louisville
I Real Estate Acquisition Group, LLC, Hudson Cleveland Huntington, LLC, Hudson Holdings, LLC,
and HH St. Louis Railway, LP, each of which is considered an “enterprise” pursuant to 18 U.S.C.
§1961(4), and the activities of which affect interstate commerce.

Exchange project.
Count V -
Conspiracy to Commit Civil RICO - 18 U.S.C. §1962(b)

175. Michael and Greenbaum conspired to violate 18 U.S.C. §1962(b) by agreeing to

Exchange project.
Count VI -
Civil RICO - 18 U.S.C. §1962(c)
1-149, 152-156, and 158-159, as if fully set forth herein.
179. Pursuant to 18 U.S.C. §1962(c),
“(c) It shall be unlawful for any person employed by or associated with any
enterprise engaged in, or the activities of which affect, interstate or foreign
commerce, to conduct or participate, directly or indirectly, in the conduct of
such enterprise's affairs through a pattern of racketeering activity or collection
of unlawful debt.”
180. Michael and Greenbaum, who were associated with HH Gulfstream, LLC, Hudson
Orlando Kissimmee, LLC, HH Louisville I Real Estate Acquisition Group, LLC, Hudson Cleveland
Huntington, LLC, Hudson Holdings, LLC, and HH St. Louis Railway, LP, each of which is
considered an “enterprise” pursuant to 18 U.S.C. §1961(4), and the activities of which affect
interstate commerce, conducted and participated in the conduct of the affairs of each of the
enterprises through a pattern of racketeering activity.

Exchange project.

Count VII -
Conspiracy to Commit Civil RICO - 18 U.S.C. §1962(c)
185. Michael and Greenbaum conspired to violate 18 U.S.C. §1962(c) by agreeing to

Exchange project.
Count VIII -
Declaratory Judgment - Double Tree Suites
(Woods v. Michael, Greenbaum, and Hudson Orlando Entities)
1-9, 18-21, 92, 94, and 96-101, as if fully set forth herein.
189. The Double Tree Suites hotel located at 5565 West Irlo Bronson Memorial Highway,
Kissimmee, Florida 34746 is owned by HH Orlando Kissimmee, LP.
190. The general partner of HH Orlando Kissimmee, LP is Hudson Orlando Real Estate
Manager, LLC, which owns .01% of HH Orlando Kissimmee, LP. The sole managing member of
Hudson Orlando Real Estate Manager, LLC is HH Kissimmee, LP.
191. The limited partner of HH Orlando Kissimmee, LP is HH Kissimmee, LP, which
owns 99.99% of HH Orlando Kissimmee, LP.
192. The general partner of HH Kissimmee, LP is Hudson Real Estate Manager, LLC,

which owns 80.1% of HH Kissimmee, LP. Michael and Greenbaum are the members of Hudson Real
Estate Manager, LLC.
193. The limited partner of HH Kissimmee, LP is Hudson Orlando Kissimmee, LLC,
which owns 19.9% of HH Kissimmee, LP. The manager of Hudson Orlando Kissimmee, LLC is
Hudson Real Estate Manager, LLC.
194. Orlando Growth Partners, LLC owned 80% of the membership interests of Hudson
Orlando Kissimmee, LLC. Woods is the sole member of Orlando Growth Partners, LLC.
195. Hudson Real Estate Acquisition Group, LLC owned 20% of the membership interests
of Hudson Orlando Kissimmee, LLC. Michael and Greenbaum are the members of Hudson Real
Estate Acquisition Group, LLC.
196. HH Orlando Kissimmee, LP, Hudson Orlando Real Estate Manager, LLC, HH
Kissimmee, LP, Hudson Real Estate Manager, LLC, Hudson Orlando Kissimmee, LLC, and Hudson
Real Estate Acquisition Group, LLC shall be referred to collectively as the “Hudson Orlando
Entities.”
197. In Sections 8-11 of the Settlement Agreement, Michael, Greenbaum, and the
borrowing entities all acknowledged that the following loans by Woods were in default: (a)
$500,000.00 loan to Hudson Orlando Kissimmee, LLC; (b) $500,000.00 loan to Hudson Cleveland
Huntington, LLC; (c) $500,000.00 loan to HH Louisville I Real Estate Acquisition Group, LLC; and
(d) $3.3 million loan to Hudson Holdings, LLC (the “Defaulted Loans”).
198. Pursuant to Section 3 of the Settlement Agreement, the maturity date of each of the
Defaulted Loans was extended until November 29, 2019.
199. Hudson Orlando Kissimmee, LLC, Hudson Cleveland Huntington, LLC, HH

Louisville I Real Estate Acquisition Group, LLC, and Hudson Holdings, LLC all failed to repay the
loans by the extended maturity date of November 29, 2019.
200. Upon the failure of any of the loans to be repaid by the extended maturity date of
November 29, 2019, pursuant to Section 15 of the Settlement Agreement, and in accordance with
the Membership Interest Pledge Agreements and Assignments and Assumption Agreements executed
in connection therewith, (a) Michael and Greenbaum transferred 100% of their ownership interests
in Hudson Real Estate Manager, LLC to Orlando Growth Partners, LLC; and (b) Hudson Real Estate
Acquisition Group, LLC transferred its 20% membership interest in Hudson Orlando Kissimmee,
LLC to Orlando Growth Partners, LLC. [Exhibits 3 - 6].
201. In short, Woods, through various entities, is now the owner of all of the Hudson
Orlando Entities, including HH Orlando Kissimmee, LP, and the Double Tree Suites hotel in
Kissimmee, Florida.
202. However, Michael, Greenbaum, and the Hudson Orlando Entities have improperly
taken the position that Woods, through various entities, is not now the owner of all of the Hudson
Orlando Entities.
203. As a consequence, there is a present, immediate and continuing controversy between
Woods, on the one hand, and Michael, Greenbaum, and the Hudson Orlando Entities, on the other
hand, regarding whether (a) Orlando Growth Partners, LLC is the 100% member of Hudson Orlando
Kissimmee, LLC; (b) Hudson Orlando Kissimmee, LLC owns 19.9%, and is the limited partner, of
HH Kissimmee, LP; (c) the manager of Hudson Orlando Kissimmee, LLC is Hudson Real Estate
Manager, LLC; (d) Orlando Growth Partners, LLC is the 100% member of Hudson Real Estate
Manager, LLC; (e) Hudson Real Estate Manager, LLC owns 80.1%, and is the general partner, of

HH Kissimmee, LP; (f) HH Kissimmee, LP owns 99.99%, and is the limited partner, of HH Orlando
Kissimmee, LP; (g) Hudson Orlando Real Estate Manager, LLC owns .01%, and is the general
partner, of HH Orlando Kissimmee, LP; (h) HH Kissimmee, LP is the sole managing member of
Hudson Orlando Real Estate Manager, LLC; (i) Hudson Real Estate Manager, LLC is the general
partner of HH Kissimmee, LP; and (j) HH Orlando Kissimmee, LP is the owner of the Double Tree
Suites hotel located at 5565 West Irlo Bronson Memorial Highway, Kissimmee, Florida 34746.
204. On April 7, 2020, Orlando Growth Partners, LLC assigned all of its rights under the
Settlement Agreement, and the Membership Interest Pledge Agreements and Assignments and
Assumption Agreements executed in connection therewith, to Woods. [Exhibit 7].
205. Woods seeks a declaration from this Court that (a) Woods is the 100% member of
Hudson Orlando Kissimmee, LLC; (b) Hudson Orlando Kissimmee, LLC owns 19.9%, and is the
limited partner, of HH Kissimmee, LP; (c) the manager of Hudson Orlando Kissimmee, LLC is
Hudson Real Estate Manager, LLC; (d) Woods is the 100% member of Hudson Real Estate Manager,
LLC; (e) Hudson Real Estate Manager, LLC owns 80.1%, and is the general partner, of HH
Kissimmee, LP; (f) HH Kissimmee, LP owns 99.99%, and is the limited partner, of HH Orlando
Kissimmee, LP; (g) Hudson Orlando Real Estate Manager, LLC owns .01%, and is the general
partner, of HH Orlando Kissimmee, LP; (h) HH Kissimmee, LP is the sole managing member of
Hudson Orlando Real Estate Manager, LLC; (i) Hudson Real Estate Manager, LLC is the general
partner of HH Kissimmee, LP; (j) HH Orlando Kissimmee, LP is the owner of the Double Tree
Suites hotel located at 5565 West Irlo Bronson Memorial Highway, Kissimmee, Florida 34746; and
(k) Woods is entitled to recover his attorneys’ fees and costs pursuant to Section 30 of the Settlement
Agreement; and (l) entering supplemental and injunctive relief pursuant to F.S. §86.061 ordering the

payment of his attorneys’ fees and costs pursuant to Section 30 of the Settlement Agreement.
WHEREFORE, Plaintiff, Terry V. Woods, respectfully requests that this Court enter a
judgment in his favor and against Defendants, Steven Michael, Andrew Greenbaum, HH Orlando
Kissimmee, LP, Hudson Orlando Real Estate Manager, LLC, HH Kissimmee, LP, Hudson Real
Estate Manager, LLC, Hudson Orlando Kissimmee, LLC, and Hudson Real Estate Acquisition
Group, LLC, declaring that (a) Woods is the 100% member of Hudson Orlando Kissimmee, LLC;
(b) Hudson Orlando Kissimmee, LLC owns 19.9%, and is the limited partner, of HH Kissimmee,
LP; (c) the manager of Hudson Orlando Kissimmee, LLC is Hudson Real Estate Manager, LLC; (d)
Woods is the 100% member of Hudson Real Estate Manager, LLC; (e) Hudson Real Estate Manager,
LLC owns 80.1%, and is the general partner, of HH Kissimmee, LP; (f) HH Kissimmee, LP owns
99.99%, and is the limited partner, of HH Orlando Kissimmee, LP; (g) Hudson Orlando Real Estate
Manager, LLC owns .01%, and is the general partner, of HH Orlando Kissimmee, LP; (h) HH
Kissimmee, LP is the sole managing member of Hudson Orlando Real Estate Manager, LLC; (i)
Hudson Real Estate Manager, LLC is the general partner of HH Kissimmee, LP; (j) HH Orlando
Kissimmee, LP is the owner of the Double Tree Suites hotel located at 5565 West Irlo Bronson
Memorial Highway, Kissimmee, Florida 34746; and (k) Woods is entitled to recover his attorneys’
fees and costs pursuant to Section 30 of the Settlement Agreement; and (l) entering supplemental
and injunctive relief pursuant to F.S. §86.061 ordering the payment of his attorneys’ fees and costs
pursuant to Section 30 of the Settlement Agreement.
Count IX -
Breach of Promissory Note
(Woods v. Hudson Orlando Kissimmee, LLC)

1-3, 8, 18-21, 92, 94, and 96-101, as if fully set forth herein.
207. On January 16, 2015, Hudson Orlando Acquisition Group, LLC executed a
Convertible Promissory Note in favor of Woods in the principal amount of $500,000.00. [Exhibit
8].
208. Pursuant to §2 of the Note, the principal amount accrued interest at 9% per annum.
209. Pursuant to §1 of the Note, the maturity date of the Note was January 16, 2017, with
Hudson Orlando Acquisition Group, LLC having the right to extend the maturity date until January
16, 2018.
210. Hudson Orlando Acquisition Group, LLC failed to satisfy the Note by January 16,
2018.
211. In the first WHEREAS clause on the second page of the Settlement Agreement,
Michael, Greenbaum, Hudson Orlando Acquisition Group, LLC, and Hudson Orlando Kissimmee,
LLC represented that the Note contained a scrivener’s error, and the correct identity of the borrower
was Hudson Orlando Kissimmee, LLC. Accordingly, in Section 4 of the Settlement Agreement, the
parties stipulated that the correct identity of the borrower under the Note was Hudson Orlando
Kissimmee, LLC.
212. In Section 8 of the Settlement Agreement, Hudson Orlando Kissimmee, LLC
acknowledged that it was in default under the Note, and that the balance due as of the date of the
Settlement Agreement was $500,000.00 in principal and approximately $81,000.00 in accrued
interest (exclusive of default interest and penalties).
213. Pursuant to Section 3 of the Settlement Agreement, the maturity date of the Note was
extended until November 29, 2019.

214. Hudson Orlando Kissimmee, LLC breached the Note by failing to repay the principal
and accrued interest on or before November 29, 2019.
215. Pursuant to §6 of the Note and Section 30 of the Settlement Agreement, Woods is
entitled to recover his attorneys’ fees and costs.
216. As a proximate consequence of Hudson Orlando Kissimmee, LLC’s breach of the
Note, Woods has sustained general and special damages, including loss of the $500,000.00 principal,
accrued interest under the Note, attorneys’ fees, interest, and costs.
judgment in his favor and against Defendant, Hudson Orlando Kissimmee, LLC, for general and
special damages, including but not limited to, loss of the $500,000.00 principal, accrued interest
under the Note, attorneys’ fees, interest, and costs.
Count X -
Breach of Promissory Note
(Woods v. Hudson Holdings, LLC)
218. On June 5, 2015, Hudson Holdings, LLC and Hudson Cleveland Huntington, LLC
executed a Promissory Note in favor of Woods in the principal amount of $2,000,000.00, for which
they were jointly and severally liable. [Exhibit 9].
219. Pursuant to §2 of the Note, the principal amount accrued interest at 9% per annum.
220. Pursuant to §1 of the Note, the maturity date of the Note was September 3, 2015.
221. On November 3, 2015, Hudson Holdings, LLC executed a Promissory Note in favor
of Woods in the principal amount of $2,500,000.00, at 9% interest per annum. [Exhibit 10].

Pursuant to §10 of the November 3, 2015 Note, that Note superseded the June 5, 2015 Note.
222. On May 10, 2016, a new Promissory Note was executed that increased the principal
amount to $3,000,000.00 at 9% interest per annum, and extended the maturity date to August 15,
2016. [Exhibit 11]. Pursuant to §2 of the May 10, 2016 Note, that Note superseded the November
3, 2015 Note.
223. On September 1, 2016, a new Promissory Note was executed that reaffirmed the
principal amount due of $3,000,000.00 at 9% interest per annum, and extended the maturity date to
December 1, 2016. [Exhibit 12]. In addition, pursuant to §5.3 of the Note, Woods was to be paid
a premium of $300,000.00 by December 1, 2016.
224. Pursuant to Section 3 of the Settlement Agreement, the maturity date of the Note was
extended until November 29, 2019.
225. Hudson Holdings, LLC breached the Note by failing to repay the principal and
accrued interest on or before November 29, 2019.
226. In Section 11 of the Settlement Agreement, the parties acknowledged that the Note
was in default, and that the amount owed as of that date was principal in the amount of
$3,300,000.00 and approximately $532,000.00 of accrued interest.
227. Pursuant to §8.1 of the Note and Section 30 of the Settlement Agreement, Woods is
entitled to recover his attorneys’ fees, costs, and expenses.
228. Pursuant to §10.3 of the Note,
“In the Event of Default as described herein, the Company will be immediately in
default and the Company agrees that Payee may immediately secure a judgment in
Palm Beach County, Florida, which efforts will not be contested and which judgment
will not be withheld.”
229. As a proximate consequence of Hudson Holdings, LLC’s breach of the Note, Woods

has sustained general and special damages, including loss of the $3,300,000.00 principal, accrued
interest under the Note, attorneys’ fees, interest, costs, and expenses.
judgment in his favor and against Defendant, Hudson Holdings, LLC, for general and special
damages, including but not limited to, loss of the $3,300,000.00 principal, accrued interest under the
Note, attorneys’ fees, interest, costs, and expenses.
Count XI -
Breach of Contract
(Woods v. Hudson Holdings, LLC)
231. On June 21, 2017, Woods and Hudson Holdings, LLC entered into a Memorandum
of Understanding to Create Abeyance (the “MOU”). [Exhibit 13].
232. Pursuant to ¶4 and ¶10 of the MOU, Woods was to be repaid the approximately $6.5
million that he was owed as of that date, and the associated accruing interest, by March 31, 2018.
233. Pursuant to ¶4 of the MOU, if Woods was not repaid a minimum of $1 million of the
$6.5 million by December 31, 2017, then Woods would be paid a $100,000.00 premium by March
31, 2018.
234. Woods was not repaid (a) a minimum of $1 million of the $6.5 million by December
31, 2017; (b) the $100,000.00 premium by March 31, 2018; or (c) the approximately $6.5 million
that he was owed as of that date, and the associated accruing interest, by March 31, 2018.
235. As a proximate consequence of Hudson Holdings, LLC’s breach of the MOU, Woods
has sustained general and special damages, including loss of the approximate $6.5 million principal

and the associated accruing interest, loss of the $100,000.00 premium, interest, and costs.
judgment in his favor and against Defendant, Hudson Holdings, LLC, for general and special
damages, including but not limited to, loss of the approximate $6.5 million principal and the
associated accruing interest, loss of the $100,000.00 premium, interest, and costs.
Count XII -
Breach of Contract
(Woods v. Michael, Greenbaum, and HH St. Louis Railway, LP)
1-3, 7, 11-16, and 18-21, as if fully set forth herein.
237. Michael, Greenbaum, HH St. Louis Railway, LP, Hudson St. Louis Real Estate
Manager, LLC, HH Railway, LP, Hudson St. Louis Railway, LLC, Railway Investors, LLC, Hudson
Real Estate Holdings, LLC, and Hudson Real Estate Manager, LLC (collectively, the “Hudson St.
Louis Entities”), own the Railway Exchange project in St. Louis, Missouri, which is titled in the
name of HH St. Louis Railway, LP.
238. On June 13, 2018, Woods, Michael, Greenbaum, and the Hudson St. Louis Entities
entered into the St. Louis Contract. [Exhibit 14].
239. The St. Louis Contract contained the following terms, inter alia:
a. Woods would loan $500,000.00 to HH St. Louis Railway, LP on June 13,
2018, and an additional $200,000.00 after formal loan documentation was
executed;
b. HH St. Louis Railway, LP would pay Woods’ attorneys’ fees for the drafting
of the formal loan documentation;

c. HH St. Louis Railway, LP would repay Woods a total of $991,667.00 in
principal and interest on the maturity date of June 13, 2019;
d. Woods would receive a 35% membership interest in HH St. Louis Railway,
LP;
e. Consistent with his 35% ownership interest in HH St. Louis Railway, LP,
Woods would receive 35% of the pending multi-million dollar proceeds of
a flood insurance policy;
f. In the event that HH St. Louis Railway, LP failed to repay Woods a total of
$991,667.00 in principal and interest on the maturity date of June 13, 2019,
then Woods would receive complete ownership of the Hudson St. Louis
Entities; and
g. In the event that the formal loan documentation was not executed by June 20,
2018, then Woods would be entitled to an additional $100,000.00, which
would be paid to him by HH St. Louis Railway, LP along with his initial
$500,000.00, for a total of $600,000.00, on June 21, 2018, payment of which
was personally guaranteed by Michael and Greenbaum.
240. Woods loaned $500,000.00 to HH St. Louis Railway, LP on June 13, 2018.
241. However, formal loan documentation was not executed by June 20, 2018.
242. Although Woods was entitled to immediate payment of $600,000.00 on June 21,
2018, the parties orally modified the contract such that (a) the $600,000.00 would not be due until
June 13, 2019, thereby making $1,091,667.00 the total due on that maturity date (i.e. $991,667.00
plus the additional $100,000.00); (b) Woods would nonetheless loan the additional $200,000.00 to

HH St. Louis Railway, LP; and (c) Michael and Greenbaum repeatedly reaffirmed and ratified their
personal guarantee of the above-referenced $600,000.00.
243. On June 22, 2018, Woods loaned the additional $200,000.00 to HH St. Louis
Railway, LP.
244. On June 13, 2019, HH St. Louis Railway, LP breached the contract by failing to pay
$1,091,667.00 to Woods, and Michael and Greenbaum breached the contract by failing to pay
$600,000.00 to Woods.
245. HH St. Louis Railway, LP also breached the contract by failing to pay Woods’
attorneys’ fees for the drafting of the formal loan documentation.
246. As a proximate consequence of Michael, Greenbaum, and HH St. Louis Railway,
LP’s breach of contract, Woods has sustained general and special damages, including loss of the
$1,091,667.00, attorneys’ fees, interest, and costs.
judgment in his favor and against Defendants, Steven Michael, Andrew Greenbaum, and HH St.
Louis Railway, LP, for general and special damages, including loss of the $1,091,667.00, attorneys’
fees, interest, and costs.
Count XIII -
Unjust Enrichment
(Woods v. HP Andre Way, LLC)
1-3, 7, 11-19, 21, and 237-239, as if fully set forth herein. This Count is pled in the alternative to
Count XII.
248. On June 22, 2018, Woods wired $200,000.00 to HP Andre Way, LLC in connection

with his loan to HH St. Louis Railway, LP based upon the wiring instructions provided to him by
Michael and Greenbaum, who are the principals of both HP Andre Way, LLC and HH St. Louis
Railway, LP.
249. However, HP Andre Way, LLC is unaffiliated with HH St. Louis Railway, LP and
the Railway Exchange project.
250. HP Andre Way, LLC therefore improperly received $200,000.00 from Woods.
251. HP Andre Way, LLC knowingly and voluntarily received and retained Woods’
$200.000.00.
252. Under the circumstances, it would be unjust for HP Andre Way, LLC to retain
Woods’ $200,000.00.
judgment in his favor and against Defendant, HP Andre Way, LLC, for damages, together with
interest, costs, and such other and further relief as this Court deems just and proper.
Count XIV -
Declaratory Judgment - Railway Exchange
(Woods v. Michael, Greenbaum, and Hudson St. Louis Entities)
1-3, 7, 11-16, 18-19, 21, and 237-244, as if fully set forth herein.
254. The Railway Exchange project located at 600 Locust Street, St. Louis, Missouri
63101 is owned by HH St. Louis Railway, LP.
255. The general partner of HH St. Louis Railway, LP is Hudson St. Louis Real Estate
Manager, LLC, which owns .1% of HH St. Louis Railway, LP.
256. The limited partner of HH St. Louis Railway, LP, and the sole member of Hudson

St. Louis Real Estate Manager, LLC, is HH Railway, LP. HH Railway, LP owns 99.9% of HH St.
Louis Railway, LP.
257. HH Railway, LP has three partners; to wit, (a) Hudson Real Estate Manager, LLC;
(b) Hudson St. Louis Railway, LLC; and (c) Railway Investors, LLC.
258. Hudson Real Estate Manager, LLC is the general partner of HH Railway, LP, and
owns .01% of HH Railway, LP. Michael and Greenbaum are the members of Hudson Real Estate
Manager, LLC.
259. Hudson St. Louis Railway, LLC is a limited partner of HH Railway, LP, and owns
39.99% of HH Railway, LP.
260. Railway Investors, LLC is a limited partner of HH Railway, LP, and owns 60.00%
of HH Railway, LP.
261. The sole member of both Hudson St. Louis Railway, LLC and Railway Investors,
LLC is Hudson Real Estate Holdings, LLC. Michael and Greenbaum are the members of Hudson
Real Estate Holdings, LLC. The manager of Hudson Real Estate Holdings, LLC is Hudson Real
Estate Manager, LLC.
262. HH St. Louis Railway, LP, Hudson St. Louis Real Estate Manager, LLC, HH
Railway, LP, Hudson St. Louis Railway, LLC, Railway Investors, LLC, Hudson Real Estate
Holdings, LLC, and Hudson Real Estate Manager, LLC, shall be referred to collectively as the
“Hudson St. Louis Entities.”
263. Pursuant to the St. Louis Contract, Woods received a 35% membership interest in HH
St. Louis Railway, LP.
264. HH St. Louis Railway, LP was required to pay Woods $1,091,667.00 on June 13,

2019.
265. HH St. Louis Railway, LP failed to pay $1,091,667.00 to Woods on June 13, 2019.
266. Pursuant to the St. Louis Contract, upon HH St. Louis Railway, LP’s failure to pay
$1,091,667.00 to Woods on June 13, 2019, Woods became entitled to complete ownership of the
Hudson St. Louis Entities.
267. However, Michael, Greenbaum, and the Hudson St. Louis Entities have improperly
taken the position that Woods is not the sole owner of the Hudson St. Louis Entities.
268. As a consequence, there is a present, immediate and continuing controversy between
Woods, on the one hand, and Michael, Greenbaum, and the Hudson St. Louis Entities, on the other
hand, regarding whether (a) Woods is the sole member of Hudson Real Estate Holdings, LLC; (b)
Hudson Real Estate Holdings, LLC is the sole member of both Hudson St. Louis Railway, LLC and
Railway Investors, LLC; (c) Woods is the sole member of Hudson Real Estate Manager, LLC; (d)
Hudson Real Estate Manager, LLC is the general partner, and owns .01%, of HH Railway, LP; (e)
Hudson St. Louis Railway, LLC is a limited partner, and owns 39.99%, of HH Railway, LP; (f)
Railway Investors, LLC is a limited partner, and owns 60.00%, of HH Railway, LP; (g) HH Railway,
LP is the limited partner, and owns 99.9%, of HH St. Louis Railway, LP; (h) Hudson St. Louis Real
Estate Manager, LLC is the general partner, and owns .1%, of HH St. Louis Railway, LP; (i) HH
Railway, LP is the sole member of Hudson St. Louis Real Estate Manager, LLC; and (j) HH St.
Louis Railway, LP is the owner of the Railway Exchange project located at 600 Locust Street, St.
Louis, Missouri 63101.
269. Woods seeks a declaration from this Court that (a) Woods is the sole member of
Hudson Real Estate Holdings, LLC; (b) Hudson Real Estate Holdings, LLC is the sole member of

both Hudson St. Louis Railway, LLC and Railway Investors, LLC; (c) Woods is the sole member
of Hudson Real Estate Manager, LLC; (d) Hudson Real Estate Manager, LLC is the general partner,
and owns .01%, of HH Railway, LP; (e) Hudson St. Louis Railway, LLC is a limited partner, and
owns 39.99%, of HH Railway, LP; (f) Railway Investors, LLC is a limited partner, and owns
60.00%, of HH Railway, LP; (g) HH Railway, LP is the limited partner, and owns 99.9%, of HH St.
Louis Railway, LP; (h) Hudson St. Louis Real Estate Manager, LLC is the general partner, and owns
.1%, of HH St. Louis Railway, LP; (i) HH Railway, LP is the sole member of Hudson St. Louis Real
Estate Manager, LLC; and (j) HH St. Louis Railway, LP is the owner of the Railway Exchange
project located at 600 Locust Street, St. Louis, Missouri 63101.
Judgment in his favor and against Defendants, Steven Michael, Andrew Greenbaum, HH St. Louis
Railway, LP, Hudson St. Louis Real Estate Manager, LLC, HH Railway, LP, Hudson St. Louis
Railway, LLC, Railway Investors, LLC, Hudson Real Estate Holdings, LLC, and Hudson Real Estate
Manager, LLC declaring that (a) Woods is the sole member of Hudson Real Estate Holdings, LLC;
(b) Hudson Real Estate Holdings, LLC is the sole member of both Hudson St. Louis Railway, LLC
and Railway Investors, LLC; (c) Woods is the sole member of Hudson Real Estate Manager, LLC;
(d) Hudson Real Estate Manager, LLC is the general partner, and owns .01%, of HH Railway, LP;
(e) Hudson St. Louis Railway, LLC is a limited partner, and owns 39.99%, of HH Railway, LP; (f)
Railway Investors, LLC is a limited partner, and owns 60.00%, of HH Railway, LP; (g) HH Railway,
LP is the limited partner, and owns 99.9%, of HH St. Louis Railway, LP; (h) Hudson St. Louis Real
Estate Manager, LLC is the general partner, and owns .1%, of HH St. Louis Railway, LP; (i) HH
Railway, LP is the sole member of Hudson St. Louis Real Estate Manager, LLC; and (j) HH St.

Louis Railway, LP is the owner of the Railway Exchange project located at 600 Locust Street, St.
Louis, Missouri 63101.
Count XV -
Breach of Fiduciary Duty
1 through 269 as if fully set forth herein.
271. Michael and Greenbaum owed Woods a fiduciary duty. This fiduciary duty arose in
four ways:
(a) Based upon the fact that Woods and Michael met through their mutual friend,
who Woods reasonably viewed as vouching for Michael’s credibility, and the
fact that Michael and Greenbaum provided Woods with their assurance that
they were reputable businessmen in response to Woods sharing with them
that he was hesitant to do business with them in light of the negative business
experiences that he had with other people, Woods reposed great trust and
reliance in Michael and Greenbaum; a trust and confidence that Michael and
Greenbaum voluntarily accepted;
(b) As Woods’ partners in the various entities, Michael and Greenbaum owed a
fiduciary duty to Woods;
(c) As collective majority partners and owners in the various entities, Michael
and Greenbaum owed a fiduciary duty to Woods, a minority owner; and
(d) As the de facto and/or de jure managers of the various entities, Michael and
Greenbaum owed a fiduciary duty to Woods.
272. As fiduciaries, Michael and Greenbaum owed the following duties to Woods:
(a) Duty to refrain from self-dealing;
(b) Duties of loyalty and good faith;
(c) The overall duty not to take unfair advantage and to act in the best interest of
the other party;
(d) The duty of honesty;

(e) The duty to disclose all material facts;
(f) The duty to place Woods’ interests before and above their own interests; and
(g) The utmost duty of good faith and square dealing.
273. Michael and Greenbaum breached their fiduciary duties to Woods by:
a. making various misrepresentations and omissions to Woods;
b. failing to ensure that Woods received a 6.6% equity interest in the entity that
directly owned the Gulfstream Hotel, Double Tree Suites, Starks Building,
and Huntington Bank Building;
c. failing to ensure that Woods’ loans were repaid with interest;
d. failing to ensure that Woods received all payments and distributions to which
he was entitled;
e. failing to provide Woods with the appropriate wiring instructions for

$200,000.00 of his loan for the Railway Exchange project;
f. failing to use Woods’ money strictly for the particular project for which it
was intended, instead (i) lending it to other real estate development projects
with which Michael and Greenbaum were involved; (ii) lending money to an
entity owned by Michael and Michael’s wife that was not providing services
to the lending entity; (iii) lending money to an entity owned by Greenbaum
that was not providing services to the lending entity; (iv) making numerous
payments for payroll for individuals who did not work for and/or did not
provide services to the entity making the payments; and (v) using it to pay
Michael and Greenbaum’s personal American Express bills;
g. failing to properly manage the various projects by (i) lending money to other
real estate development projects with which Michael and Greenbaum were
involved; (ii) lending money to an entity owned by Michael and Michael’s
wife that was not providing services to the lending entity; (iii) lending money
to an entity owned by Greenbaum that was not providing services to the
lending entity; (iv) making numerous payments for payroll for individuals
who did not work for and/or did not provide services to the entity making the
payments; and (v) using the projects’ money to pay Michael and
Greenbaum’s personal American Express bills;
h. failing to properly manage the various projects so as to ensure the repayment

of Woods’ loans with interest;

i. failing to properly manage the various projects so as to ensure that Woods

received all payments and distributions to which he was entitled;
j. failing to properly manage the various projects so as to protect and maximize

the value of Woods’ ownership interest therein, including inter alia, by
failing to timely and properly complete the renovation of the Double Tree
Suites within the $3,520,000.00 renovation budget that was made possible by
Woods’ $1.5 million capital infusion in May, 2018 (Woods’ capital infusion
enabled the project to procure a large bridge loan, part of the proceeds of
which were allocated to the $3,520,000.00 renovation budget); and
k. failing to comply with Woods’ repeated requests for financial records for
each of the projects, including details of cash flow, income statements, and
balance sheets, instead repeatedly delaying, lying, and making excuses for
why they did not produce the information.
274. As a proximate result and consequence of Michael and Greenbaum’s breach of
fiduciary duty, Woods has suffered general and special damages, including (a) lack of repayment of
his loans; (b) lack of receipt of 9% annual interest on his loans for the Gulfstream Hotel, Double
Tree Suites, Starks Building, and Huntington Bank Building projects; (c) lack of receipt of a 6.6%
equity interest in the entity that directly owned the Gulfstream Hotel, Double Tree Suites, Starks
Building, and Huntington Bank Building projects; (d) diminution in value of Woods’ ownership
interest in the various entities; (e) lack of receipt of a $300,000.00 “kicker” on his loan to Hudson
Holdings, LLC by December 31, 2016; (f) lack of receipt of a .50% equity interest in the Sundy
House project that was worth $450,000.00; (g) lack of receipt of an additional $100,000.00 since
Woods was not repaid at least $1 million of the money owed to him by December 31, 2017; (h) lack
of receipt of a total of $991,667.00 in principal and interest on June 13, 2019 for his loan for the
Railway Exchange project; (i) lack of receipt of 35% of the pending $4 million - $6 million of
proceeds from a flood insurance policy for the Railway Exchange project; (j) lack of receipt of

Woods’ loan for the Railway Exchange project by June 20, 2018; and (k) lack of payment of Woods’
Exchange project.
just and proper.
Count XVI -
Conversion
276. Woods provided monies to Michael and Greenbaum for the Double Tree Suites,
Starks Building, Huntington Bank Building, and Railway Exchange projects.
277. Michael and Greenbaum have deprived Woods of the possession and use of his
monies permanently or for an indefinite period of time.
278. Michael and Greenbaum have failed to comply with Woods’ demands for the return
of his monies.
279. Woods has sustained general and special damages in the form of his monies that were
converted by Michael and Greenbaum.

just and proper.
DEMAND FOR JURY TRIAL
Plaintiff hereby demands trial by jury on all issues so triable as of right.
Dated: April 17, 2020
KATZMAN, WASSERMAN,
BENNARDINI & RUBINSTEIN, P.A.
7900 Glades Road, Suite 140
Boca Raton, Florida 33434
Tel.: (561) 477-7774
Fax: (561) 477-7447
By: /s/ Craig A. Rubinstein

STEVEN M. KATZMAN
Fla. Bar No.: 375861
smk@kwblaw.com
mrm@kwblaw.com
CRAIG A. RUBINSTEIN
Fla. Bar No.: 77755
car@kwblaw.com
mrm@kwblaw.com

PACER Terry Woods Vs Hudson Holdings, Avi Greenbaum & Steven Michael

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PACER Terry Woods Vs Hudson Holdings, Avi Greenbaum & Steven Michael

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Case 9:20-cv-80651-DMM Document 1 Entered on FLSD Docket 04/17/2020 Page 1 of 73

UNITED STATES DISTRICT COURT

CASE NO.: ___________________

STEVEN MICHAEL; ANDREW GREENBAUM a/k/a AVI GREENBAUM;

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 1

JURISDICTION, PARTIES AND VENUE

Beach County, Florida.

Beach County, Florida.

Beach County, Florida.

4. HH Orlando Kissimmee, LP is a Florida limited partnership with its principal place

of business in Palm Beach County, Florida.

with its principal place of business in Palm Beach County, Florida.

6. HH Kissimmee, LP is a Florida limited partnership with its principal place of business

in Palm Beach County, Florida.

principal place of business in Palm Beach County, Florida.

principal place of business in Palm Beach County, Florida.

with its principal place of business in Palm Beach County, Florida.

of business in Palm Beach County, Florida.

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 2

of business in Palm Beach County, Florida.

with its principal place of business in Palm Beach County, Florida.

in Palm Beach County, Florida.

principal place of business in Palm Beach County, Florida.

place of business in Palm Beach County, Florida.

principal place of business in Palm Beach County, Florida.

of business in Palm Beach County, Florida.

§1331 and 28 U.S.C. §1367(a).

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 3

NATURE OF THE ACTION

a deceptively benign name for a syndicate of criminal enterprises.

proverbial “run around”; Michael and Greenbaum’s modus operandi.

day of reckoning, Michael and Greenbaum continue their fraudulent ways.

MICHAEL AND GREENBAUM’S SORDID HISTORY

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 4

to drug and alcohol abuse.

B. The 2009 National Futures Association Complaint

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 5

Decision by the NFA dated February 3, 2010.

C. The 2010 National Futures Association Complaint

the loss as only 1.20%.

background in a February 1, 2010 disclosure document provided to eleven customers. In addition

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 6

32. The disclosure document contained other misrepresentations, including (a) a

was that only futures customers’ funds were segregated.

permanently barred from NFA membership.

34. Second, the promotional materials misrepresented hypothetical performance results

when, in fact, it only traded for individual non-ECP customers.

provide support to the NFA.

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 7

disclosure document that they use in the future.”

October 15, 2012, which will be discussed infra.

D. The 2012 National Futures Association Complaint

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 8

subsequent to the NFA’s April 27, 2011 Decision.

received over $882,000.00 from twelve investors.

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 9

which Michael was cited in a prior NFA audit of SCM.

consultant, to perform this service.

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 10

personal and financial information.

fraudulent forex scheme.

K:\Woods, Terry\Pleadings\Complaint. Final.wpd 11

for certain expenses, including $23,800.00 paid to Adrian’s company.