Depositions from Adriana and Eddy Fernandez in Coral Gables real estate case involving Vince Lago

Filing # 171062203 E-Filed 04/14/2023 05:13:04 PM
IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT

IN AND FOR MIAMI-DADE COUNTY, FLORIDA
MDLV, LLC a Florida limited liability

company d/b/a ONE SOTHEBY’S
INTERNATIONAL REALTY, and CASE NO. 2020-016696-CA-01
RESF RESERVED REALTY, INC.,
Plaintiffs,
v.
ALL IN ONE INVESTMENT

PROPERTIES, LLC, a Florida limited
liability company,
Defendant.
_________________________________/
NOTICE OF FILING DEPOSITION TRANSCRIPTS
Plaintiffs MDLV, LLC d/b/a One Sotheby’s International Realty (“MDLV”) and RESF
Reserved Realty, Inc., (“RESF,” and together, “Plaintiffs”), by and through the undersigned
counsel, file the following deposition transcripts for the court record:
1. January 13, 2021 deposition transcript of Adriana Fernandez in her personal capacity
as Exhibit A;
2. March 31, 2021 deposition transcript of Adriana Fernandez in her capacity as All In
One Investment Properties, LLC’s corporate representative as Exhibit B; and
3. July 15, 2021 deposition transcript of Eduardo Fernandez as Exhibit C.
[THE REST OF THIS PAGE WAS LEFT INTENTIONALLY BLANK]

Case No.: 2020-016696-CA-01
Date: April 14, 2023 Respectfully submitted,
By: /s/ Jessica Johnson Fishfeld

GREENBERG TRAURIG, P.A.
333 SE 2nd Ave Suite 4400
Miami, Florida 33131
Telephone: 305-579-0500
Facsimile: 305-579-1717
ALAN T. DIMOND
Florida Bar No. 111017
dimonda@gtlaw.com
JESSICA JOHNSON FISHFELD
jessica.fishfeld@gtlaw.com
ALEXANDRA BACH LAGOS
lagosa@gtlaw.com
GABRIEL A. DIAZ
gabriel.diaz@gtlaw.com
Attorneys for Plaintiffs
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 14th day of April, 2023, I electronically filed this
document with the Clerk of Court using Florida Courts E-Filing Portal.
ALEXANDRA DE ALEJO, ESQ.

GRAY ROBINSON, P.A.
Alexandra.dealejo@gray-robinson.com
Angela.reisino@gray-robinson.com
333 SE 2nd Avenue
Suite 3200
Attorney for Defendant
/s/ Gabriel A. Diaz

GABRIEL A. DIAZ
2
EXHIBIT A
Page 1
1 IN THE CIRCUIT COURT OF THE

11TH JUDICIAL CIRCUIT IN AND
2 FOR MIAMI-DADE COUNTY, FLORIDA
3 CIRCUIT CIVIL DIVISION
4 CASE NO. 2020-016696-ca-01
5
6 MDLV, LLC, a Florida limited
liability company, d/b/a ONE
7 SOTHEBY'S INTERNATIONAL REALTY,
8
Plaintiff,
9
vs.
10
11 ALL IN ONE INVESTMENT
PROPERTIES, LLC, a Florida
12 limited liability company,
13
14 Defendant.
__________________________________/
15
16
17 Via Videoconference
Miami, Florida
18 Wednesday, January 13, 2021
10:00 a.m. to 7:05 p.m.
19
20
21 ZOOM VIDEOCONFERENCE DEPOSITION OF ADRIANA FERNANDEZ
22
23 Taken before Marlene Gutierrez, Notary
24 Public, State of Florida at Large, pursuant to Notice of
25 Taking Deposition filed in the above cause.
Veritext Legal Solutions

800-726-7007 305-376-8800
Page 2 Page 4
1 APPEARANCES: 1
2 JESSICA JOHNSON FISHFELD, ESQ. Exhibit 15 Purchase and Sale Agreement 198
Greenberg Traurig, P.A. 2
3 333 Southeast 2nd Avenue Exhibit 16 email chain AIO 173 through 221
Suite 4400 3 180
4 Miami, Florida 33131 4 Exhibit 17 Bill of Sale 222
Fishfeldj@gtlaw.com 5 Exhibit 18 Company Affidavit 223
6 Exhibit 19 Certificate of Company 224
5 On behalf of the Plaintiff.
Resolution
6
7
7 ALEXANDRA DE ALEJO, ESQ. Exhibit 20 Title and Gap Affidavit 225
Gray Robinson, P.A. 8
8 333 Southeast 2nd Avenue Exhibit 21 Warranty Deed 225
Suite 3200 9
9 Miami, Florida 33131 Exhibit 22 Lease 226
Alexandra.dealejo@gray-robinson.com 10
10 On behalf of the Defendant. Exhibit 23 Closing statement 227
11 11
12 Exhibit 24 AIO360 230
13 12
ALSO PRESENT: Exhibit 25 AIO518 through 522 233
14 13
EDDY FERNANDEZ Exhibit 26 AIO545 through 555 237
15 MANNY CHAMIZO 14
15
16 ------
16
17
17
18
18
19 19
20 20
21 21
22 22
23 23
24 24
25 25
Page 3 Page 5
1 INDEX
1 THE COURT REPORTER: The attorneys
2
Witness 2 participating in this deposition acknowledge that I,
3 3 the court reporter, am not present with the witness
ADRIANA FERNANDEZ
4 4 and that I will be reporting the proceedings and
Direct Examination By Ms. Fishfeld 6 5 administering the oath remotely. This arrangement
5
6 6 is pursuant to the Florida Supreme Court
7 7 Administrative Order. The parties and their counsel
PLAINTIFF'S EXHIBITS
8 8 consent to this arrangement and waive any objections
9 Number Description Page 9 to this manner of reporting. Please indicate your
10 Exhibit 1 text messages. Lago 21-22 66
11 Exhibit 2 email chain 11 through 18 93 10 agreement by stating your name and your agreement on
12 Exhibit 3 flyer 102 11 the record.
13 Exhibit 4 Letter of Intent to 129
Purchase 12 MS. FISHFELD: This is Jessica Fishfeld from
14 13 Greenburg Traurig, and I agree.
Exhibit 5 3-1-2018 letter. Bates 468 132
15 14 MS. DE ALEJO: This is Alexandra De Alejo with
Exhibit 6 email chain. Bates 005 139 15 Gray Robinson, counsel for the defendant, as well as
16 through 009
17 Exhibit 7 AIO19 THROUGH AIO24 146 16 counsel for Adriana Fernandez, and we agree as well.
18 Exhibit 8 AIO190 THROUGH AIO192 155 17 THE COURT REPORTER: Ma'am, would you raise
19 Exhibit 9 Purchase and Sale 161
Agreement. AIO49 through
18 your right hand, please.
20 AIO71 19 Thereupon --
21 Exhibit 10 Purchase and Sale Agreement 164
22 Exhibit 11 email chain AIO72 through 173
20 ADRIANA FERNANDEZ
AIO74 21 was called as a witness by the Plaintiff and, having
23
Exhibit 12 Lago28 through Lago31 188
22 been first duly sworn, and responding, "Yes, I do," was
24 23 examined and testified as follows:
Exhibit 13 AIO181 through AIO184 191
24
25
Exhibit 14 text messages 195 25
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1 DIRECT EXAMINATION 1 A He did -- he did not introduce me to Alex
2 BY MS. FISHFELD: 2 Alvarez. I know Alex Alvarez, as I went to school with
3 Q Great. Well, let's begin. 3 Alex Alvarez' son for all my elementary years from
4 Hi, Adriana. Am I pronouncing your name 4 kindergarten to eighth grade, so I do know who Alex
5 correctly? 5 Alvarez is.
6 A Adriana. 6 Q Did Manny tell you that Alex Alvarez was
7 Q And I see Eddy Fernandez is here as well. Good 7 interested in purchasing your property?
8 morning. I am here at Greenburg Traurig. Of course, I 8 A I do not recall if it was Manny Chamizo who told
9 am counsel for the plaintiff. And in the room with me 9 me that he's the one that was interested in the
10 is Mr. Manny Chamizo. 10 property.
11 Adriana, can you please state your complete name 11 Q You did sell the property to Alex Alvarez,
12 for the record? 12 right?
13 A My name is Adriana Rita Garcia -- Fernandez. 13 A Yes, I did.
14 Q So state the name -- 14 MS. DE ALEJO: Just to be clear, when you say
15 A Adriana Rita Fernandez. 15 "you," you're referring to Adriana in her personal
16 Q Okay. And what is your address? 16 sense or you as the defendant All In One Investment?
17 A My address is 9600 Southwest 100 Street, Miami, 17 MS. FISHFELD: I am referring to Adriana as the
18 Florida 33176. 18 managing member of All In One.
19 Q And your phone number, please? 19 MS. DE ALEJO: Okay, thank you.
20 A My cell phone number is (786) 261-1144. 20 BY MS. FISHFELD:
21 Q What is your date of birth? 21 Q And you sold the property to Alex Alvarez
22 A December 13th, 1980. 22 through an LLC he created called 3251 Property, LLC,
23 Q You're a managing member of an entity called All 23 right?
24 In One Investment Properties, LLC? 24 A I did not create an LLC called 3251.
25 A Yes, I am. 25 Q No. Alex Alvarez created that LLC in order to
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1 Q And I will refer to that entity as All In one, 1 purchase the building, right?
2 unless I otherwise indicate. Is that fine? 2 A I believe so.
3 A Yes, it is. 3 Q Well, you sold the property to 3251 Property,
4 Q In June 2019, All In One sold a property at 3251 4 LLC, right?
5 Ponce de Leon, correct? 5 A Yes. I do not have the sales contract in front
6 A Yes. 6 of me or the settlement statement. If that's what
7 Q And do you have personal knowledge about that 7 you're saying we sold it to, then we did sell it to
8 sale? 8 3251.
9 A Yes, I do. 9 Q Okay. Before we get into the specifics of
10 Q What was your general role in that sale? 10 everything, I wanted to go over the timeline with you
11 A I am one of the managing members of All In One 11 so that we can try to get on the same page about what
12 Investment Properties. I own the building that was 12 generally happened when.
13 sold. 13 Is it right that you and -- by "you," unless I
14 Q Did you play an active role in the negotiations 14 otherwise indicate, I'm talking about All In One. Is
15 for the sale of that property? 15 it correct that you purchased the property in December
16 A Yes. 16 of 2016?
17 Q Why didn't All In One pay a real estate 17 A Yes.
18 commission to Manny Chamizo for the sale of that 18 Q And is it right that Vince Lago helped you
19 property? 19 purchase that property?
20 MS. DE ALEJO: Object to form. 20 A Yes.
21 THE WITNESS: He was not our agent. 21 Q And he was your real estate agent in that
22 BY MS. FISHFELD: 22 transaction?
23 Q Was he ever your agent? 23 A Yes.
24 A No, he was not. 24 Q And then in around May 2017, you decided to sell
25 Q Did Mr. Chamizo introduce you to Alex Alvarez? 25 the property?
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1 A No. 1 terms in June 2018 very intensely, right?
2 Q Around when did you decide to sell the property? 2 MS. DE ALEJO: Object to the form.
3 A We had -- from January to June of 2017, we had 3 THE WITNESS: Yes.
4 the property up for leases. We were doing renovations. 4 BY MS. FISHFELD:
5 We never listed the property to sell. We just -- my 5 Q Then still in June 2018, those negotiations
6 husband and I, if we knew that if someone would come in 6 broke down?
7 with an offer, and we would accept it because it's real 7 A They broke down in June of 2018. We never
8 estate, if the offer was good enough we would sell, but 8 signed a contract or went with the sale of the
9 not necessarily did we have it in the market as our 9 property.
10 intention was to move our businesses into that 10 Q Shortly after those negotiations broke down, did
11 building, which we did in December of 2017. 11 Manny send some angry or rude text messages to Eddy
12 Q So you said that you didn't necessarily decide 12 Fernandez?
13 to sell it, but you had in your mind that if you got an 13 A Yes, he definitely did. He sent group text
14 offer that was sufficient, you would consider that 14 messages, including Vince Lago, Roly Benitez, and
15 offer, right? 15 himself. The first one was received on Friday,
16 A Yeah. Everything I own, I would sell if I got 16 June 22nd, 2018, midafternoon. I clearly remember
17 an offer that is sufficient, except my house. 17 because I was getting to my beach condo and I remember
18 Q Did you reach out to Vince Lago to let him know 18 thinking how absurd it was.
19 that you would entertain offers to purchase the 19 Q And I will ask you more questions about that,
20 property? 20 but right now I'm just trying to get our bearings and
21 A No, I did not. 21 go over the timeline.
22 Q Did Eddy Fernandez? 22 A Okay.
23 A I could not speak on behalf of Eddy Fernandez. 23 Q So after those text messages that you just
24 Q Did AIO reach out to Vince Lago to let him know 24 referred to, Vince and Eddy Fernandez got together and
25 that AIO was interested in entertaining offers to 25 smoothed over their relationship?
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1 purchase the property? 1 MS. DE ALEJO: Object to form.
2 MS. DE ALEJO: And just so the record is clear, 2 THE WITNESS: Yes. They met for breakfast.
3 by AIO, you're referring to All In One? 3 BY MS. FISHFELD:
4 MS. FISHFELD: Yes. I'm sorry. All In One. 4 Q Then, is it right that in September 2018, All In
5 THE WITNESS: Yes. 5 One decided to list the property for sale?
6 BY MS. FISHFELD: 6 A In September 2018, Eddy Fernandez asked Vince
7 Q Who on behalf of All In One reached out to Vince 7 Lago if he wanted to list the property. Vince Lago
8 Lago? 8 never agreed to list the property, so as Eddy Fernandez
9 A Eddy Fernandez. 9 is a broker, he listed the property in late
10 Q Okay. Just a moment, please. 10 September -- end of September of 2018 for sale.
11 When did Eddy Fernandez on behalf of All In One 11 Q Then still in September 2018, Liz Diaz reached
12 reach out to Vince to let him know that All In One 12 out to Vince asking if she could contact Eddy directly,
13 would entertain offers to purchase the property? 13 right?
14 A I do not have an exact date. 14 A Yes.
15 Q What's your general recollection? 15 Q And Vince agreed that she could speak to Eddy
16 A I would say probably some time in mid-2017. 16 directly?
17 Q Did Vince Lago introduce you to Manny Chamizo? 17 A If my memory serves me right from the emails we
18 A Yes. 18 have read, yes.
19 Q And then Manny and Vince started showing the 19 Q And Vince also told Eddy that he could speak
20 property and presenting you potential buyers, right? 20 directly to Liz?
21 A Correct. 21 A Yes.
22 Q And then in May or June of 2018, Manny submitted 22 Q And then Eddy and Liz did, in fact, speak in
23 a contract offer from Alex Alvarez? 23 September 2018, right?
24 A Yes. 24 A I believe it was an email that she sent. I
25 Q And then the parties negotiated the contract 25 don't remember.
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1 Q But they communicated about the sale of the 1 Q And for the record, when I refer to the
2 property at that time? 2 property, I am talking about 3251 Ponce de Leon.
3 A Yes. But the price wasn't right for the buyer. 3 A Understood.
4 Q Okay. Then a few months passed and in 4 Q Why did you and Eddy Fernandez create All In
5 March 2019, Eddy Fernandez reached back out to Liz 5 One?
6 Diaz, right? 6 A We created it by advice from our CPA when we
7 A No. 7 were purchasing our first commercial real estate
8 Q Okay. Did Eddy Fernandez ever reach back out to 8 property.
9 Liz Diaz? 9 Q What was the first commercial real estate
10 A Not that I am aware of. 10 property that you purchased?
11 Q Okay. Did Eddy and Liz Diaz ever restart 11 A 3251 Ponce de Leon.
12 negotiations regarding the sale of the property? 12 Q So I understand you're the managing member of
13 A Yes. 13 All In One Investment.
14 Q Okay. When was that? 14 Can you generally describe your responsibilities
15 A March of 2019. 15 in that role?
16 Q And then in June 2019, All In One sold the 16 A We currently own a shopping center, so I deal
17 property to Alex Alvarez' entity that he created? 17 with the property manager that we have. It is not a
18 A Yes. 18 day-to-day job. It's more on a weekly basis we speak
19 Q Okay. Adriana, are you on any medications today 19 to her to see exactly how it's going. And the building
20 that would inhibit your ability to testify truthfully? 20 that we own in Miami, just make sure that rent is
21 A No, I am not. 21 collected. That's it.
22 Q What is All In One? 22 Q Who else is involved with All In One?
23 A What is All In One Investment Properties, is 23 A At this moment, just myself.
24 that your question? 24 Q Was Eddy Fernandez ever involved with All In
25 Q Yes. 25 One?
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1 A It's a business that owns two real estate -- two 1 A Yes, he was.
2 commercial properties at this moment. 2 Q What was his role?
3 Q Is the sole purpose of that entity to purchase, 3 A He also would speak to the management company in
4 own and sell real estate? 4 regards to questions or things he needed to fix in the
5 MS. DE ALEJO: Object to form. 5 shopping center or the commercial building.
6 THE WITNESS: It does not sell real estate. It 6 Q Was he a managing member of All In One?
7 owns the buildings, the commercial buildings. It 7 A We're both managing members of All In One.
8 does not sell. 8 Q You both were?
9 BY MS. FISHFELD: 9 A We both are.
10 Q Okay. So the sole purpose of All In One is to 10 Q Oh, you both are?
11 own commercial real estate? 11 A Yes.
12 A Yes. 12 Q Okay. I thought you said only you are involved
13 MS. DE ALEJO: Object to form. 13 with All In One.
14 BY MS. FISHFELD: 14 A Yes, I am only involved because my husband has
15 Q Does it do anything else? 15 cancer, so he's not working since July of 2019 -- 2020.
16 A No. 16 Q I understand. So Eddy Fernandez is still a
17 Q When was that entity formed? 17 managing member of All In One, but he is not actively
18 A I do not know the date. 18 playing a role in the duties that come with that?
19 Q Was it in the last five years? 19 MS. DE ALEJO: Object to form.
20 A Yes, because we purchased the building in 2016, 20 THE WITNESS: He does. He does respond back to
21 so most likely yes, it would be within the last five 21 some emails. I do live with my husband, so we do
22 years. 22 discuss questions that might arise from our property
23 Q And is it your recollection that that entity was 23 manager or our tenants. But he is not involved in a
24 created shortly before you purchased the property? 24 day-to-day always as he's a cancer patient and he's
25 A Yes. 25 in rehab right now due to his conditions.
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1 Is that clear? 1 those entities?
2 BY MS. FISHFELD: 2 A Yes, I am.
3 Q Yes. I'm sorry to hear about your husband's 3 Q Is Eddy Fernandez a managing member of all of
4 illness and I'm sorry to you, Mr. Fernandez. 4 those three entities?
5 A Thank you. 5 A Yes.
6 Q So you, I understand, have graciously picked up 6 Q How many properties has All In One owned?
7 managing the affairs of All In One during your 7 A Three.
8 husband's illness; is that right? 8 Q What are they?
9 MS. DE ALEJO: Object to form. 9 A 3251 Ponce de Leon, 6780 Southwest 80th Street,
10 THE WITNESS: Yes. 10 4270 in Melbourne, Florida. I don't know the exact
11 BY MS. FISHFELD: 11 address. I believe it's 4270 Minton Road.
12 Q So would it be fair to characterize your role as 12 Q Which of those three properties does All In One
13 a very involved role in the affairs of All In One? 13 still currently own?
14 MS. DE ALEJO: Object to form. 14 A 6780 and 4270 Minton Road.
15 THE WITNESS: Yes. 15 Q When did All In One purchase 6780?
16 BY MS. FISHFELD: 16 A Either June or July of 2019.
17 Q And was that true before July 2009? 17 Q Did you use a real estate agent for that
18 A Before July 2009, the company did not exist. 18 purchase?
19 You said July 2009. That was 11 years ago. 19 A Yes, we did.
20 Q I meant July 2019. 20 Q Who was the real estate agent?
21 A Oh, before July 2019, yes. We're both involved 21 A Eddy Fernandez.
22 in the role of All In One Investment Properties and all 22 Q Did Eddy Fernandez earn a commission?
23 businesses that we have. 23 A Yes.
24 Q So even before July 2019, you and your husband 24 Q How much was the commission?
25 would regularly discuss decisions to be made with 25 A I do not know.
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1 respect to the business? 1 Q Is there a document that you could refer to that
2 A Yes. 2 would refresh your recollection?
3 Q When decisions are made, they're made by both of 3 A Yes, I am sure I could get the sales contract,
4 you? 4 but I do not have that in front of me.
5 A Yes. 5 Q So if you saw the sales contract, then you would
6 Q So you work as a team? 6 know what commission Eddy Fernandez earned on the
7 A We are a team. 7 purchase of 6780?
8 MS. DE ALEJO: Just to be clear, are you 8 A Correct. The sales contract or the settlement
9 referring to decisions made on behalf of the 9 statement would have it.
10 defendant All In One? 10 Q What type of property is 6780?
11 MS. FISHFELD: Yes. 11 A It's a standalone building in South Miami.
12 MS. DE ALEJO: Okay. 12 Q Is it an office building?
13 BY MS. FISHFELD: 13 A Yes, it's an office building.
14 Q So when All In One was entertaining offers to 14 Q When did you purchase 4270?
15 purchase the property, you were personally involved in 15 A December 2019.
16 those decisions, right? 16 Q Did you use a broker to purchase that building?
17 A Yes. 17 A Yes.
18 Q What other businesses or entities do you own? 18 Q Who was it?
19 A I own All In One Mortgage Investments. One 19 A Eddy Fernandez.
20 Realty, LLC. 20 Q Did he earn a commission?
21 Q So in total you own All In One Investment 21 A Yes.
22 Properties, LLC, All In One Mortgage Investments, LLC 22 Q How much was it?
23 and One Realty, LLC? 23 A I do not have it in front of me.
24 A Yes. 24 Q You would want to look at the sales contract to
25 Q Are you the managing member of all three of 25 know?
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1 A Or the settlement statement, to be able to give 1 A I am a branch manager of a mortgage lending.
2 you the exact amount. 2 Q And the mortgage lending company you refer to,
3 Q Okay. What sort of building is 4270? 3 is that All In One Mortgage Investments, LLC?
4 A It's a shopping center. 4 A No. It is Geneva Financial d/b/a All In One
5 Q Like a -- 5 Mortgage Lenders. I do not own that company.
6 A Like a strip mall. Like a strip mall, exactly. 6 Q How long have you -- I'm sorry. Go ahead.
7 Q What sort of tenants are in the strip mall? 7 A No. I was just going to say that I am an
8 A Restaurants, barber shops, nail salon, physical 8 employee.
9 therapist, supermarket, Subway. 9 Q And your title is branch manager?
10 Q So am I correct that All In One is still an 10 A Correct.
11 ongoing business? 11 Q How long have you been employed by the Geneva
12 A Yes. As I mentioned, we own two properties that 12 employer that you referenced?
13 they are both under All In One Investment Properties, 13 A January 2018.
14 so yes, it is an ongoing business. 14 Q Were you always branch manager?
15 Q Do you have any plans to close the business? 15 A No.
16 A At this moment, no. 16 Q I'm sorry?
17 Q Are you planning on purchasing any more 17 A Could you please rephrase your questions in
18 properties? 18 exactly what time frame you're asking what my
19 A No, not at this moment. 19 profession was?
20 Q Are you planning to sell either of the two 20 Q So I understand that you're currently employed
21 properties All In One currently owns? 21 by a mortgage lending entity with the name of Geneva.
22 A Not at this moment. 22 And you were first employed by that entity in
23 Q Where does All In One currently own bank 23 January 2018?
24 accounts? 24 A Yes.
25 MS. DE ALEJO: Object to form. 25 Q What was your title when you were first hired in
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1 Before we get into this, we don't have a judgment 1 January 2018?
2 entered. I don't know how this is relevant, how the 2 A Same title. Branch manager.
3 financial information of the company is relevant at 3 Q Oh, okay. So you haven't held any other roles
4 this time. I am going to instruct the witness not 4 with that employer?
5 to respond. 5 A No.
6 If you have a judgment, then you can go for 6 Q What was your employment before January 2018?
7 post-judgment discovery, but where they have bank 7 A How far back would you like me to go?
8 accounts and any information regarding that is not 8 Q Let's go immediately before your current role as
9 relevant and not proper at this time. 9 branch manager at Geneva.
10 MS. FISHFELD: So for the record, you're 10 A I was a managing member of All In One Mortgage
11 instructing the witness not to answer? 11 Lenders, COO from August 2006 to January 2018.
12 MS. DE ALEJO: You can tell her the bank you 12 Q Okay. Did you hold any other roles other than
13 have it at, but other than that, no other 13 that during that time period?
14 information you can provide. If you want to tell 14 A No. I did own All In One Mortgage Investments
15 her where you have a bank account, fine, but no 15 during that time period as well.
16 other explanation. 16 Q And what are your responsibilities with All In
17 THE WITNESS: First Bank. 17 One Mortgage Investments, LLC?
18 BY MS. FISHFELD: 18 A Just a managing member.
19 Q Well, that was the question. So thank you. 19 Q And can you describe the responsibilities that
20 Is that in Miami? 20 come with that role?
21 A Yes. 21 A I deal with my accountant because we collect
22 Q Are there any other banks that All In One has 22 private money, lend private money, so I deal with my
23 accounts with? 23 accountant making sure that I get payments on a monthly
24 A No. 24 basis of the interest that's due for the mortgages, for
25 Q Adriana, what is your profession? 25 the notes that I have out. That's it. Doesn't take
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1 much time. 1 education?
2 Q Are you a real estate agent? 2 A Yes. I worked in education, I did.
3 A I am not. 3 Q What did you do?
4 Q Are you familiar with the Realtor Code of 4 A A teacher for special education children.
5 Ethics? 5 Q Wonderful. What grades?
6 A I am not. 6 A Six, seventh and eighth grade; students with
7 Q Do you have any other licenses, professional 7 severe autism.
8 licenses? 8 Q Which school?
9 A Do you mean licenses or do you mean, like, 9 A Paul Bell Middle School in Miami, Florida.
10 college degrees? 10 Q Where did you go to college?
11 Q Well, I'd like to hear about your college 11 A For my undergrad, I went to FIU. For my
12 degrees, but first my question is whether you have any 12 master's I went to FIU, and for my specialist I went to
13 professional licenses? 13 Nova.
14 A Licenses? I am a mortgage loan originator. I 14 Q When did you graduate from undergrad?
15 am licensed. 15 A I graduated from undergrad in 2003. My master's
16 Q When did you get your mortgage loan originator 16 in 2005, and my specialist in 2006. You can correct
17 license? 17 that. I had said before 2005. I graduated in 2006
18 A I'm not sure on the exact date, but I would like 18 from my specialist.
19 to guesstimate around 2011. 19 Q What was your major in college?
20 MS. DE ALEJO: I'm going to put on the record, 20 A My major was emotionally handicapped children.
21 Adriana has not had her deposition taken before. 21 My master's was for special education and my specialist
22 You did not go over the rules. Just let her know 22 degree was for higher education administration.
23 that we're not going to guess, we're not going to 23 Q Were you born and raised in Miami?
24 estimate. That is one of the rules for the 24 A Yes, I was.
25 deposition. Since she's never had her depo taken, I 25 Q So we talked a little bit before about how you
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1 just want to put that on there. 1 play an active role in the real estate transactions of
2 THE WITNESS: So I do not know the date of my 2 All In One, right?
3 license. We could look it up in the MLS, if 3 MS. DE ALEJO: Object to form.
4 necessary. 4 THE WITNESS: Yes.
5 BY MS. FISHFELD: 5 BY MS. FISHFELD:
6 Q Is there an entity with which you hang your 6 Q Would you characterize yourself as a savvy real
7 license for mortgage loan originator? 7 estate person?
8 A Yes. The company that I mentioned that I work 8 MS. DE ALEJO: Object to form.
9 for as a branch manager, Geneva Financial d/b/a All In 9 THE WITNESS: I'm sorry, could you please
10 One Mortgage Lenders. 10 repeat the question?
11 Q What is your highest level of education? 11 BY MS. FISHFELD:
12 A I have a specialist degree. 12 Q Would you characterize yourself as a
13 Q What's that? 13 sophisticated real estate person?
14 A What is a specialist degree? 14 MS. DE ALEJO: Object to form.
15 Q Yes. 15 THE WITNESS: No.
16 A It's a degree after you have a bachelor's, then 16 BY MS. FISHFELD:
17 you get a master's and then you can get either a 17 Q Why not?
18 doctorate or a specialist degree, and I have a 18 A Because I do not hold a real estate license.
19 specialist degree in education. My goal was to become 19 Q Okay. Do you understand how real estate
20 a principal one day. 20 transactions happen generally?
21 Q When did you receive your specialist degree? 21 MS. DE ALEJO: Object to form.
22 A 2005. 22 THE WITNESS: Yes, I do have general knowledge.
23 Q Did you work in education after that? 23 BY MS. FISHFELD:
24 A Before that, yes, I was a teacher. 24 Q Do you often use a broker when you buy or sell
25 Q Sorry. Okay. After 2005, did you work in 25 properties?
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1 A I have only purchased two commercial properties 1 Realtor that was listing -- that listed the property
2 and a beach condo and my husband has been the Realtor. 2 for about six months, beginning of 2017, but once we
3 Q And for each of those, did your husband earn a 3 moved in, we did not.
4 commission? 4 Q So who listed the property or the bottom floor
5 A No. 5 for rent in 2017?
6 Q For none of them? 6 A Her name is Thomas Smith.
7 MS. DE ALEJO: Object to form. 7 Q Could you repeat that?
8 THE WITNESS: No. That's not what I said. You 8 A Thomas Smith.
9 asked me for each of those and I said not for each 9 Q Her name is Thomas?
10 of those. 10 A His name is Thomas. Thomas Smith.
11 BY MS. FISHFELD: 11 Q When did you take the first floor off the market
12 Q So for which ones did your husband earn a real 12 for rent?
13 estate commission? 13 A June. I believe it was June 2017.
14 A For the purchasing of 6780 and the purchasing of 14 Q So you first purchased the property in
15 4270. 15 December 2018, right?
16 Q So as you know, we're here today about 3251 16 A No. We purchased the property in December 2016.
17 Ponce de Leon, the property. 17 Q 20 --
18 Can you generally describe that property? 18 A 2016.
19 A It is a standalone office building in Coral 19 Q That's the number I said in my head. I think
20 Gables in a corner. It has about 10,000 square feet, 20 another number came out.
21 three floors, parking garage of about 17 spaces. 21 A Okay.
22 Including parking garage, you'd probably say it had 22 Q Why did you decide to purchase the property?
23 13,000 square feet. It was renovated by us throughout 23 A My husband and I had -- financially had decided
24 the year of 2017. I don't know what else you would 24 it was a good step to do so. We didn't want to
25 like to know about the property. 25 continue leasing. We had the means to do so. So we
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1 Q Does it have individual suites? 1 started looking for a property. Instead of leasing we
2 A We divided the property into four suites. 2 thought it would be a good investment to invest our
3 Q Why did you do that? 3 money in a commercial property.
4 A Because it's the layout of the building. It's 4 Q Approximately, how long were the negotiations to
5 how the building was laid out. It had two suites at 5 purchase the property?
6 the bottom and on the top it was two suites. We just 6 A I was not involved in those negotiations.
7 divided it how the building was when we renovated it. 7 Q Oh, okay. Who on behalf of All In One was
8 Q And so did you then rent out the suites 8 involved in those negotiations?
9 individually to tenants? 9 A Eddy Fernandez.
10 A We were our own tenant. We did not have -- we 10 Q Why weren't you at that time?
11 never had anybody else in the building as a tenant. 11 A Because we owned a mortgage lender, a full-size
12 Q And when you say "we were our own tenant, which 12 mortgage lender and I was involved in all of the
13 entity was a tenant in the property? 13 day-to-day operations when it came to that. So I did
14 A The first floor was vacant. The second floor on 14 not have the time to be involved in the negotiations.
15 one side had One Realty. And the other side had All In 15 I did go see the property. We spoke about it,
16 One Mortgage Lenders. 16 liked it, got with general contractors to see how much
17 Q Why was the first floor vacant? 17 it would cost to do the renovations of the property.
18 A Personal choice of us that we were there and we 18 But when you say "negotiations" with a Realtor, or with
19 did not want to have tenants on the bottom. We didn't 19 commissions, I was not involved with that.
20 want to be the landlord and have tenants on the bottom. 20 Q Okay. For how much did you purchase the
21 We didn't see a need to have to. We didn't have a need 21 property?
22 to rent it out. 22 A 3.8 million.
23 Q So you weren't trying to rent it out? 23 Q Was that a good price?
24 A We did initially before we moved in, but after 24 MS. DE ALEJO: Object to the form.
25 we moved in, we did not. We had -- we were with a 25 THE WITNESS: At that time, in that market,
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1 yes, it was a good price. 1 helped you resolve a permitting issue with the parking?
2 MS. FISHFELD: I'm hearing some echo on your 2 A Yes. But it had nothing to do with the parking
3 end. Are you hearing that? 3 garage. Vince Lago helped us with Kevin Kenney, who is
4 MS. DE ALEJO: I'm hearing it, too. 4 from the City of Coral Gables, get a handicap spot in
5 THE WITNESS: We're hearing it, too. I think 5 the front of our office, but it had nothing to do with
6 it's coming from you. 6 an issue of inside the parking. They did get -- he did
7 Mr. Chamizo needs to be silenced. 7 -- Vince Lago did assist us, handheld us pretty much,
8 BY MS. FISHFELD: 8 to be able to get the city to put a handicap parking
9 Q After you purchased the property in 9 for us in the front of the building on Ponce de Leon,
10 December 2016, did you do some remodeling or 10 which I am sure it's still there if you drive by it.
11 construction work to the property? 11 Q Understood. So I think you kind of already
12 A I wouldn't say some. I would say a lot. 12 covered it, but is there anything else that you can add
13 Q Okay. So describe that for me. 13 to describe how exactly Vince Lago helped you obtain
14 A We renovated about 50 percent of the building. 14 the handicap spot in the front of the building?
15 Q Approximately, how much did that cost? 15 MS. DE ALEJO: Object to form.
16 A 1.1 million. 16 THE WITNESS: Yes. There's emails that were
17 Q Why did you decide to undertake that 17 provided by us and by Vince where you will see that
18 construction work? 18 he advises the city commissioner's office assistant
19 A Because the building was a 1960s time warp. It 19 to help with Kevin Kenney to help us to get a
20 had rugs. Anybody that would walk in there if you had 20 parking lot -- a parking spot there for a handicap
21 means to do it, I think anybody would have gone in and 21 spot. That's it.
22 rehabbed the building if they were going to be putting 22 BY MS. FISHFELD:
23 in their companies in there, where their employees were 23 Q Okay. There came a time when you decided to
24 going to be working on a daily basis and were used to 24 sell the property, right?
25 having a nice comfortable office. I would not move 25 A As I mentioned earlier, there never came a time
Page 35 Page 37
1 them into an office that was not up to par to what they 1 that we decided to sell the property. If we had offers
2 were used to and accustomed to and would be nice for my 2 that were brought to us that we were okay with, we
3 employees. 3 would consider them. Because if we own something and
4 Q You mentioned there was a parking garage. 4 right now, if they would bring me a contract for 6780
5 THE COURT REPORTER: I'm sorry? 5 and it would make sense and I would punch my numbers
6 BY MS. FISHFELD: 6 and speak to my attorney and speak to my CPA and it
7 Q I said that she mentioned that there was a 7 would make sense, I would be willing to sell even
8 parking garage and I wanted to ask some questions about 8 though it might not be listed. So I wouldn't
9 the parking garage. 9 necessarily say that there came a time, it was just if
10 Did there come a time that there was some 10 an offer was there and if the market was there for us
11 problem with the parking situation? 11 to be able to sell a property, we would, except my
12 MS. DE ALEJO: Object to form. 12 home.
13 THE WITNESS: Could you -- I am not sure 13 Q Okay. So you never made a concrete decision
14 exactly what you're trying to ask in regards to the 14 that you wanted to sell the property?
15 parking. There was nothing wrong with the parking 15 MS. DE ALEJO: Object to form.
16 itself, with the parking garage. 16 THE WITNESS: No.
17 You mean like, the indoor parking, if there was 17 BY MS. FISHFELD:
18 something wrong with the indoor parking? 18 Q But if you received an offer that had favorable
19 BY MS. FISHFELD: 19 terms, then you would consider that offer and
20 Q My question was vague because I don't really 20 potentially sell it?
21 know what I am asking either. 21 A Yes. But we never received an offer with
22 I understand there may have been some issue with 22 favorable terms that we agreed with.
23 the permitting for the parking; is that right? 23 Q Well, you did sell the property, right?
24 A No. 24 A Yes, I did.
25 Q Okay. Do you recall a time when Vince Lago 25 Q So were those terms favorable?
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1 A Those terms were favorable, yes. And it was a 1 Q Do you think Vince is a kind person?
2 good time as well and there were properties in the 2 A I don't know him in that manner.
3 market for us to be able to move our companies to. 3 Q Do you think Vince is a professional person?
4 Q Okay. Well, we've been talking about Vince 4 MS. DE ALEJO: Object to the form.
5 Lago, so I'll phrase it like this. You know Vince 5 THE WITNESS: Yes.
6 Lago, right? 6 BY MS. FISHFELD:
7 A Yes. I met Vince Lago once we purchased 3251. 7 Q Do you think Vince is an honest person?
8 Q Did you meet him after you purchased the 8 A I do not know him well enough to answer that
9 property? 9 question.
10 A He came to my office and I went to the City of 10 Q What was the nature of Eddy Fernandez's
11 Coral Gables, his commissioner's office a couple of 11 relationship with Vince Lago?
12 times, for him to assist us with the rehab that we were 12 A Amicable.
13 doing in the building. 13 Q And it was a business relationship?
14 Q Okay. So you didn't know Vince before you 14 A Yes.
15 purchased the property? 15 Q Would you say they were also friends?
16 A No, I did not. 16 A No.
17 Q So was it shortly after you purchased the 17 Q Why did All In One decide to use Vince Lago to
18 property that you met him? 18 help purchase the property as the agent?
19 A No. I met him when we purchased the property, 19 A Because it was -- he's the one that found us the
20 not shortly after. I met him when we purchased the 20 property. He had the property and he said, "I know
21 property. He was the Realtor on the transaction when 21 this property, let's have lunch." Told my husband
22 we purchased the property. 22 "let's go to lunch and let me show you the property."
23 Q So while you were purchasing the property, 23 Q After he helped you purchase the property and
24 that's how you met him? 24 you purchased it, what was your relationship like with
25 A Correct. I did not know him before. We were 25 Vince going forward?
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1 introduced to him when we purchased 3251. 1 A He introduced us to the architect to use. The
2 Q Do you know how Eddy Fernandez knows Vince Lago? 2 City of Coral Gables, he mentioned how the architect
3 A Same exact way I do. We were introduced to him 3 was liked by everybody in permitting there, so he would
4 by Manny Garcia. 4 be a good choice to use. His name is Marshal Bellin.
5 Q Why did Manny Garcia introduce you and Eddy to 5 He brought us to the City of Coral Gables court, and he
6 Vince Lago? 6 introduced us to the individuals there, everybody in
7 MS. DE ALEJO: Object to form. 7 the permitting department and architectural department.
8 THE WITNESS: We were introduced to him because 8 He introduced us to all the commissioners there that we
9 we mentioned to Manny that we were looking for a 9 had just purchased the property on there on Ponce. He
10 property to purchase and we had been searching, 10 walked us over to the fire station to ask if we had any
11 looking for properties, going to visit properties 11 questions. That's the relationship we had with him.
12 and seeing exactly just -- that we needed -- we 12 Q So Vince continued to have a hands-on role with
13 wanted to find a property to purchase, a commercial 13 helping you with respect to the property?
14 property to purchase. And he said, well, I know 14 MS. DE ALEJO: Object to form.
15 this guy, he's a commissioner of City of Coral 15 THE WITNESS: Yes. When it was questions in
16 Gables, he's into real estate, maybe he can help. 16 regards to the rehab, he assisted when need be,
17 Let me introduce you. And that's how it went. 17 which was one of the conversations he had with my
18 BY MS. FISHFELD: 18 husband, that he would assist and make it a smooth
19 Q What was the nature of your relationship with 19 transaction for us.
20 Vince when you first met him? 20 BY MS. FISHFELD:
21 MS. DE ALEJO: Object to the form. 21 Q Did there come a time when All In One told Vince
22 THE WITNESS: The only nature we've always had, 22 Lago that you would be open to receiving offers for you
23 business relationship. 23 to sell the property?
24 24 MS. DE ALEJO: Object to form.
25 BY MS. FISHFELD: 25 Asked and answered.
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1 THE WITNESS: Yes. There was a time. 1 going to eventually look.
2 BY MS. FISHFELD: 2 So it wasn't just Vince who was interested in
3 Q Who told Vince that All In One would be 3 sending -- you know, showing us buyers. It was other
4 interested in receiving offers to sell the property? 4 individuals as well, other Realtors did as well.
5 A That would be Eddy Fernandez. 5 Q Who were those other Realtors that you're
6 Q And when did Eddy communicate that to Vince? 6 referring to?
7 A Sometime in mid to late 2017. 7 A I do not have their exact names.
8 Q Were you involved in that communication? 8 Q How many were there?
9 A Directly with Vince Lago, no. 9 A I do not have an account of how many there were.
10 Q Do you have knowledge about what was said to 10 Q Was it more than five?
11 Vince at that time? 11 A Yes.
12 A My husband and I would speak in regards to what 12 Q Wow. More than ten?
13 numbers we would want, but I never spoke directly to 13 A In what time frame?
14 Vince in regards to any negotiations. 14 Q I mean, I don't know. From the time that you
15 Q So do you know what Eddy communicated to Vince 15 purchased the property to June 2018, how many Realtors
16 with respect to All In One's interest in potentially 16 were trying to help you sell the property?
17 selling the property? 17 A I do not have the exact number.
18 A Yes. That if they had any buyers, and the offer 18 MS. DE ALEJO: Object to the form.
19 was good, that we would be willing to sell. 19 BY MS. FISHFELD:
20 Q Do you know how that communication was made? 20 Q I'm sorry. What was your answer?
21 A No. 21 A I said I do not have an exact number.
22 Q You don't know if it was by phone or by text or 22 Q Okay. Was it more than ten?
23 by email? 23 A I do not know.
24 A No, I do not know the exact form of 24 Q Okay. But definitely, you think more than five?
25 communication how that was made. 25 A Yes.
Page 43 Page 45
1 Q How did Vince respond to Eddy's communication 1 Q Did any of those Realtors present to you
2 that All In One would be interested in receiving offers 2 proposed contracts from potential buyers?
3 to purchase the property? 3 A Yes.
4 A He said, yeah, sure, I'll see what's out there. 4 Q How many contracts were presented to you by real
5 He kept it in mind. 5 estate agents, other than Vince Lago?
6 Q Did either you or Eddy contact any other real 6 A I do not know.
7 estate agents? 7 Q Was it more than five?
8 A Yes. We had several real estate agents really 8 A No, I do not think so.
9 contact us. During that time, it was -- I'm not sure 9 MS. DE ALEJO: I'm just putting it out there,
10 right now how it is for the Coral Gables market, but 10 whenever you get a breaking point, if I can take a
11 during that time, there wasn't too many standalone 11 quick bathroom break. I'd like to do that.
12 buildings with the amount of square feet that that 12 MS. FISHFELD: Perfect. I probably have like a
13 building had and the potential that the building had. 13 couple more questions, then it'll be a good time.
14 So we did have quite a few Realtors reach out to us and 14 MS. DE ALEJO: Okay.
15 go and visit the property. Interested in the property, 15 BY MS. FISHFELD:
16 definitely. 16 Q So the Realtors who presented you proposed
17 Q Were those Realtors representing buyers? 17 contracts, did some of them represent buyers?
18 A Both. They didn't really -- they weren't really 18 A I do not remember.
19 specific. Most of them would say we might have a buyer 19 Q Did some of them represent you?
20 for you, could we go see the property, we want to go 20 A I do not remember.
21 see the property to see how it is. We were in the 21 Q If you accepted one of those proposed contracts
22 middle of a rehab during that time, so it was like bare 22 that were presented to you, did you understand that you
23 concrete walls, nothing, you know. It looked like a 23 would pay a commission?
24 disaster zone, but people wanted to go see. We had the 24 MS. DE ALEJO: Object to the form.
25 plans, the architectural plans how the building was 25 THE WITNESS: I did not accept any contracts on
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1 that building until 2019. Any contracts or any 1 MS. FISHFELD: Okay, this is a good breaking
2 terms that were presented to me by any parties. 2 point. We can take a short break.
3 BY MS. FISHFELD: 3 You want to take what, five minutes?
4 Q Was it your understanding that if you had 4 MS. DE ALEJO: Five works perfect.
5 accepted those contract terms, you would pay a real 5 MS. FISHFELD: Okay.
6 estate commission? 6 (A break was taken from 11:08 a.m. to
7 A No, it was not. 7 11:19 a.m.)
8 Q So it was your understanding that if you 8 BY MS. FISHFELD:
9 accepted a contract from a real estate agent, you would 9 Q Let's go back on the record.
10 not pay that real estate agent a commission? 10 Adriana, what was your agreement with Vince Lago
11 MS. DE ALEJO: Object to the form. 11 with respect to All In One's sale of the property?
12 THE WITNESS: No. Our understanding is it was 12 A I did not have an agreement with Vince Lago.
13 always on top of whatever our net price was, the 13 Q Okay. You told him that you were interested in
14 buyer would pay. 14 receiving offers to purchase the property, right?
15 BY MS. FISHFELD: 15 A I did not tell him.
16 Q Okay. So for every single offer you received to 16 Q Okay. Did Eddy Fernandez tell him that?
17 purchase the property through a real estate agent, the 17 A Yes.
18 buyer would pay the commission? 18 Q What was All In One's agreement with Vince with
19 MS. DE ALEJO: Object to the form. 19 respect to All In One's sale of the property?
20 THE WITNESS: Yes. 20 A We did not have an agreement in any terms.
21 MS. FISHFELD: What is your objection to form? 21 Q So you didn't want him to find a purchaser for
22 Because you're objecting to every question and 22 your property?
23 I don't know what the issue is. 23 A We asked him if he had a buyer that he would be
24 MS. DE ALEJO: I am not objecting to every 24 able to find for the property, but we never discussed
25 question. But when you ask a question that's not 25 with him any exact terms or had any agreements with
Page 47 Page 49
1 specific, I am allowed to object to the form. 1 him.
2 MS. FISHFELD: Of course you're allowed. I am 2 Q Did All In One tell him that he would earn a
3 asking what your grounds are. 3 commission if he successfully procured a buyer?
4 MS. DE ALEJO: Vague and overbroad. That's 4 MS. DE ALEJO: Object to the form.
5 why. That's my objection. 5 THE WITNESS: No, I do not remember.
6 MS. FISHFELD: Okay. 6 BY MS. FISHFELD:
7 BY MS. FISHFELD: 7 Q So it's your testimony that you think Vince Lago
8 Q Is it your understanding that if you accept a 8 would find a purchaser for your property and not expect
9 proposed contract through a real estate agent, that the 9 a commission?
10 buyer will always pay any real estate commissions? 10 A That is not what I said. I said I did not have
11 A It depends on the negotiation of the contract 11 any exact terms with Vince Lago.
12 that is being presented, what terms the contract has of 12 Q Right. I understand that.
13 what you would accept. 13 I am asking: Did you have any expectation
14 As I said earlier, I never accepted or agreed or 14 whether you would pay a commission to Vince Lago if he
15 signed any contract or letter of intent until 2019. 15 brought you a buyer?
16 Q Thank you. 16 A We always had a net price and commissions were
17 A All negotiations are negotiations. Terms can 17 on top of that at buyer's expense.
18 always be changed. Doesn't necessarily -- there's 18 Q What do you mean by commissions were on top?
19 nothing written in stone on how terms for any real 19 A Well, we had a net price. Eddy and I sat down,
20 estate transaction need to be. 20 we did all the numbers, we spoke to our accountant. We
21 Q So the terms of any payment of a real estate 21 figured out what would be the cost if -- how we had
22 commission depend on the specific terms of each 22 just recently sold the property, what would be the cost
23 potential transaction, right? 23 that it cost us to resell the property so soon. And
24 A Correct. Yes. 24 the provisions of getting a 1031 exchange and we set a
25 Q Thank you. 25 number. We said, okay, if we're able to sell it for
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1 this amount, this is what we would sell it for. And we 1 Q How much?
2 would always say -- and you have quite a few documents 2 A One hundred fifteen thousand.
3 that have been provided to you that we would say: This 3 Q Who paid that?
4 is the net price and commissions on top of that. 4 A The seller did.
5 Q And did you ever say that only the buyer would 5 Q How did you meet Manny Chamizo?
6 pay commissions? 6 A I met Manny Chamizo in my office.
7 A Yes, we did. And there's documents that you 7 Q Did Vince introduce you to Manny?
8 have and text messages and documents that say buyers 8 A It was either Vince or Eddy. I did not know of
9 will pay. 9 Manny Chamizo before a day that he came into my office
10 Q I haven't seen those documents. 10 or of him.
11 A Yes. If you look at some text messages from 11 Q Did Eddy meet Manny through Vince Lago?
12 Vince Lago and if you look at letters of intent, you 12 A No. Eddy has known Manny Chamizo for many
13 will also see it as well. They were provided to you. 13 years.
14 Q I have looked at all those documents very 14 Q How did Eddy know Manny?
15 carefully and I don't see that. 15 A From, I believe, it was a mutual friend that
16 Go ahead. 16 they had in common and being in the business so long,
17 (Simultaneous crosstalk.) 17 he knew -- he knew him.
18 A No. No, it's okay. 18 Q Why was Manny looped into the discussions about
19 Q Your husband earned a commission when you 19 selling the property?
20 purchased 6780 and 5270. Who paid that commission? 20 A That's probably a great question to ask Vince
21 A The seller did. 21 Lago. He's the one that looped him in. So maybe you
22 Q Thank you. Did you know that Vince's real 22 want to refer back to Vince and ask him that question.
23 estate experience was typically in commercial real 23 I am not a hundred percent sure why he was.
24 estate? 24 Q Do you have any understanding of why he was?
25 A Yes, that is what he told us when he was 25 A He is a real estate agent.
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1 introduced to us. 1 Q So it's your testimony that Manny was looped
2 Q So what experience did you think that Vince Lago 2 into the negotiations about the sale of the property
3 had with real estate? 3 because he's a real estate agent?
4 A We were advised that he was a real estate agent, 4 MS. DE ALEJO: Object to form.
5 that he was a commissioner of the City of Coral Gables, 5 THE WITNESS: Yes, he is a real estate agent.
6 and that he would be a good person. So that's how the 6 BY MS. FISHFELD:
7 introduction came about. And once we were introduced 7 Q And that's why he was looped into negotiations
8 to him, better said, my husband Eddy Fernandez, was 8 about the sale of the property?
9 introduced to him, he said, I do have this property 9 MS. DE ALEJO: Object to form.
10 that's listed, seems like it might suit your needs. 10 THE WITNESS: Yes.
11 Let's meet up for lunch, I believe it was, and let me 11 BY MS. FISHFELD:
12 show you the property. 12 Q Did you tell Manny that you would be open to
13 Q I actually misspoke before. Did you know that 13 entertaining offers to purchase the property?
14 Vince's real estate experience was typically in 14 A I did not personally speak to Manny in regards
15 residential real estate? 15 to any negotiations.
16 A No. I did not know him before the transaction, 16 Q Did Eddy tell Manny that he was looking to
17 so I did not know anything of him. I just knew of him 17 entertain offers to purchase the property?
18 when they introduced me to him and he said he had this 18 A Yes, he did.
19 potential property. I did not do any sort of research 19 Q Did Manny agree to bring him some potential
20 on who Vince Lago was, on how much properties he had 20 buyers for the property?
21 sold or -- he just had a property that we were 21 A Yes, he did.
22 interested in. 22 Q Did you and Eddy understand that Manny had a lot
23 Q Did Vince Lago earn a commission when you 23 of experience selling commercial real estate in Miami?
24 purchased the property? 24 A Yes. He was a real estate agent.
25 A Yes, he did. 25 Q And did you and Eddy understand that Manny knew
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1 a lot of people involved in the real estate market in 1 Manny Chamizo or Vince Lago.
2 Miami? 2 Q You testified that Eddy knew Manny before he
3 MS. DE ALEJO: Object to form. 3 spoke with Manny about finding a buyer for this
4 THE WITNESS: Yes. That is what Vince said. 4 property. Have you or Eddy ever done business with
5 BY MS. FISHFELD: 5 Manny before?
6 Q So is that why Vince looped Manny into the 6 A I have never done business with Manny before. I
7 efforts to procure a buyer for the property? 7 could not speak on behalf of my husband as I do not
8 MS. DE ALEJO: Object to form. 8 recall hearing of the name of Manny Chamizo before this
9 THE WITNESS: Yes. He is a real estate agent. 9 all started. I did not know of him, hear of him or
10 BY MS. FISHFELD: 10 even know he existed.
11 Q So in short, Manny was looped into the efforts 11 Q So as far as you know, Eddy and Manny Chamizo
12 to procure a buyer for the property for the purpose of 12 had never done business together?
13 finding a buyer for the property, not some other 13 MS. DE ALEJO: Object to the form.
14 purpose, right? 14 THE WITNESS: Correct. I do not know.
15 MS. DE ALEJO: Object to form. 15 BY MS. FISHFELD:
16 THE WITNESS: Correct. To find a buyer for the 16 Q As far as you know, has Eddy ever tried to do
17 property, not to represent us. 17 business with Manny before negotiating the purchase or
18 BY MS. FISHFELD: 18 sale of the property?
19 Q Well, okay, let me unpack that. 19 A No.
20 You understand that Manny was looped into the 20 Q Do you know how much you would save by not
21 negotiations to sell the property for the purpose of 21 paying a commission when you sell the property?
22 bringing you a potential buyer for the property? 22 MS. DE ALEJO: Object to form.
23 MS. DE ALEJO: Object to form. 23 THE WITNESS: That would all depend on the
24 THE WITNESS: Yes. Vince asked Manny if he had 24 terms of the property. That is a vague question. I
25 any buyers for this property as Eddy had told Vince 25 do not know. You would have to be more specific
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1 that if he had any buyers, and terms were correct, 1 because terms, as I mentioned previously, could
2 we would be willing to sell. Just like other 2 change depending on the property, what type of
3 Realtors brought us buyers, if terms were right, we 3 property, the market we're in, the need of the end
4 were willing to sell. The property was not listed. 4 user or the buyer or the seller. I do not have an
5 BY MS. FISHFELD: 5 exact number to be able to provide to you.
6 Q And Eddy spoke directly to Manny, right? 6 BY MS. FISHFELD:
7 A Yes. 7 Q Have you ever been involved in a real estate
8 Q About finding a buyer for the property? 8 transaction where the buyer paid the commission of the
9 A Yes. 9 seller's broker?
10 Q And Manny agreed to find a buyer for the 10 A As I mentioned previously, I have only been
11 property? 11 involved in three transactions. I'm not a real estate
12 MS. DE ALEJO: Object to the form. 12 agent. So I am not involved in sales or purchases of
13 THE WITNESS: Yes. 13 properties, any type of properties, on a normal basis.
14 BY MS. FISHFELD: 14 Q You actually testified that you did play a very
15 Q Did you expect that if Manny found a buyer for 15 active role in the purchase and sale of the property.
16 the property, that he would be paid a commission for 16 A Correct. But you're asking me a general
17 doing so? 17 question if I know of any. And that's why I was
18 A Depending on the terms that we had, Manny would 18 specific to advise you that I have only been part of
19 be paid commissions, but always for it to be above the 19 the ones that I mentioned. I'm not a real estate
20 net that we needed to make and at buyer's expense. 20 agent. So I do not have a general knowledge of how all
21 Q And the commission, like you testified, is based 21 transactions happen. I could only speak for the ones
22 on the terms that are negotiated by that transaction, 22 that I have been part of.
23 right? 23 Q For the ones that you have been a part of, did
24 A Correct. The terms that are negotiated and 24 the buyer ever pay a commission of the seller's broker?
25 accepted. No terms were negotiated or accepted with 25 A Yes.
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1 Q Which one? 1 in regards -- I am more familiar with lending, how
2 A 3251 Ponce de Leon, the property you have in 2 the lending process goes and documents needed for a
3 question. 3 mortgage loan, not for a real estate transaction.
4 Q Okay. Any others? 4 BY MS. FISHFELD:
5 A No. 5 Q When you decide whether to approve a mortgage
6 Q For the other real estate transactions that you 6 loan in connection with a real estate transaction, are
7 were personally involved in, did the seller pay the 7 you privy to whether there is a real estate agent
8 seller's broker? 8 making a commission?
9 A In two of them -- I guess in three of them, yes, 9 A As operations, I do not approve loans. I have
10 and in one of them, no. 10 employees that work in my office, which are called
11 Q And the one you're referring to is 3251, right? 11 underwriters. They are the ones that approve loans. I
12 A Correct. 12 personally do not approve any loans.
13 Q So in every other real estate transaction that 13 Q In the loans that you process, are you privy to
14 you've been a part of, the seller paid the seller's 14 whether there's a real estate agent making a commission
15 broker? 15 on the real estate transaction?
16 MS. DE ALEJO: Object to form. 16 A Once again, I am not a processor. I am
17 THE WITNESS: Correct. Because they had a 17 operation. So I do not process any loans. I have
18 broker that was representing them, correct. 18 processors in my office that process the loans. I do
19 BY MS. FISHFELD: 19 not touch loans or handle them on a daily basis in
20 Q Thank you. Have you ever been involved in a 20 regards to the process and the steps and milestones
21 real estate transaction where the seller had a broker, 21 that are necessary to get that loan to closing.
22 but the seller's broker received no commission at all? 22 Q So what do you do?
23 A As I mentioned previously, I have only been 23 MS. DE ALEJO: Object to form.
24 involved in four transactions, if you consider the 24 BY MS. FISHFELD:
25 purchase and a sale. 25 Q What is your employment role?
Page 59 Page 61
1 Q That has nothing to do with my question. My 1 A I am a branch manager.
2 question is have -- 2 Q What are the responsibilities in that role?
3 A I already answered you that question and I 3 A The responsibilities in that role of a branch
4 responded and gave you the answer. I told you how 4 manager are making sure -- it's more with the sales
5 three of them, the seller paid his broker and one of 5 staff, making sure if they need any assistance, I am
6 them did not. It's the same question. 6 there to assist them. I make sure that the pipelines
7 MS. FISHFELD: Just a minute. 7 are running smoothly, that loans are closing on time,
8 THE WITNESS: Thank you. 8 that my staff is working on the loans that need to be
9 (A break was taken from 11:37 a.m. to 9 worked on. I have weekly meetings, follow-ups, I --
10 11:38 a.m.) 10 that's what it is. It is more of a managing role.
11 BY MS. FISHFELD: 11 Q Okay. So your familiarity with real estate
12 Q You're a mortgage loan originator, right? 12 transactions is limited to the four real estate
13 A Yes, I am. 13 transactions that you personally have been involved in?
14 Q And in that role, do you review real estate 14 MS. DE ALEJO: Object to form.
15 transactions? 15 THE WITNESS: Mortgage lending is in the real
16 A No, I do not because I am in operations. So I 16 estate. So there is familiarity. Depends on the
17 am not -- I am a licensed loan originator, but I do not 17 specific of the question that you have, that I would
18 sign any loan applications, so I do not review any 18 be able to answer it to the best of my knowledge on
19 sales contracts. 19 what I do on a daily basis.
20 Q So you don't feel like you are familiar with 20 BY MS. FISHFELD:
21 real estate transactions generally? 21 Q Well, I've been asking you questions about the
22 MS. DE ALEJO: Object to form. Asked and 22 typical practice in real estate transactions and you've
23 answered. 23 been saying that you're only familiar with the four
24 THE WITNESS: No. I am familiar with real 24 that you were involved in.
25 estate transactions, but not specific transactions 25 A You specified in commercial transactions and I
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1 had not been in any commercial transactions and I do 1 not using a real estate broker, right?
2 not lend in commercial lending either. 2 A Well, my husband is a real estate broker, so
3 Q Okay. So let me see if I understand. So your 3 it's not necessarily saving money, it's just he has the
4 familiarity with commercial real estate transactions is 4 knowledge and we have the tools available. We are able
5 limited to the four commercial real estate transactions 5 to look at everything else that everybody has because
6 that you have personally been involved with? 6 we have the same tools that are available for any
7 A Correct. Yes. Definitely. 7 commercial property. Because we have access to it due
8 Q And your understanding of residential real 8 to his license.
9 estate transactions, is that broader? 9 Q When you say that you have access to all the
10 A Yes. 10 tools that you would need through your husband, who's a
11 Q In what sense? 11 real estate agent, what tools are you referring to?
12 MS. DE ALEJO: Object to the form. 12 A We had -- we have subscriptions to a few
13 THE WITNESS: It's broader in the fact that I 13 commercial tools. I don't know the exact names of
14 know how -- I know how to read a real estate sales 14 them. I believe LoopNet, CREX. There was a few of
15 contract. The times for inspections, the closing 15 them that we would pay monthly fees to be able to get
16 dates, where it says the escrow, where it has the 16 access to these.
17 sales price, the signatures, addendums that are with 17 And we also had like -- and that's how we would
18 residential sales contracts. 18 be able to know what properties were on the market.
19 BY MS. FISHFELD: 19 Even before we even purchased the property in December
20 Q And are you familiar with commissions that are 20 of 2016, we never had a Realtor that was helping us
21 paid on real estate transactions? 21 purchase the property. It was Eddy. And then he got
22 A Yes. They all -- it varies depending on the 22 introduced to Vince and that's why we went with Vince
23 contract, if it's for sale by owner, or if it's a 23 for this property, but we never had anybody
24 listed property. You know, there's different -- it's 24 representing us. We went and looked because we didn't
25 not always a set fee that you see on both sides. It 25 need to. Eddy is a broker.
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1 depends. You would have to just read the contract and 1 Q So you mentioned that at least five real estate
2 see exactly. Sometimes one person is represented by 2 agents contacted you about potential buyers to buy the
3 two people, sometimes it's a for sale by owner or 3 property.
4 sometimes commissions vary. It all depends on the 4 Is it your testimony that all of those real
5 contract that you have and that you're reviewing. 5 estate agents were representing the buyers?
6 Everything is not verbatim. 6 A From my understanding, yes, they were, because
7 Q When you decided that you would be open to 7 they came to look at the property with individuals or
8 selling the property, why didn't you and Eddy just try 8 by themselves to see the property, how it was before
9 to sell it yourself? 9 presenting it.
10 MS. DE ALEJO: Object to form. 10 Q Okay. Let's look at some documents.
11 THE WITNESS: Well, we did. That's why we had 11 A Sure. She's going to give them to me in paper
12 other Realtors bring buyers to us. I never said we 12 form, right?
13 didn't. We did. We had buyers. We never had this 13 MS. DE ALEJO: Yes.
14 property exclusively listed with anybody. We had 14 Are you starting with Exhibit 1?
15 buyers -- we had Realtors that brought us buyers and 15 MS. FISHFELD: Yes.
16 presented offers. We definitely did. 16 MS. DE ALEJO: I just printed them out for
17 BY MS. FISHFELD: 17 ease.
18 Q But it's your testimony that you never had a 18 MS. FISHFELD: I think I'm still going to share
19 real estate agent that represented you at any point in 19 my screen.
20 the sale of the property? 20 MS. DE ALEJO: I would ask that you do that so
21 MS. DE ALEJO: Object to form. 21 that we make sure we're all on the same page.
22 THE WITNESS: Correct. We never had anybody 22 Again, because you didn't go through the
23 represent us. 23 instructions or like the rules of a deposition, I
24 BY MS. FISHFELD: 24 just want to let Adriana know that you're allowed to
25 Q Okay. Because you could save a lot of money by 25 review the document, ask questions about it, but
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1 take your time to review it. And then let her ask 1 commission in Eddy's text message?
2 her questions. Take your time. If you need to read 2 A He does not specify. But if you read the -- if
3 the whole thing, read the whole thing. That's 3 you go through the story line on the first text, it
4 perfectly acceptable. 4 says there, "if we force the buyer to pay the
5 BY MS. FISHFELD: 5 commission." That is what Eddy was asking, for the
6 Q Okay. On my screen is a document that I'd like 6 buyer to pay the commission, not for us.
7 to enter as Exhibit 1. And it is Lago 21 to 22. I am 7 Q So Vince was asking you as the seller to pay a
8 not saying all of the numbers. 8 seller's commission and Eddy did not refute that in
9 (Plaintiff's Exhibit 1 was marked for 9 this text message, right?
10 identification.) 10 MS. DE ALEJO: Object to form.
11 BY MS. FISHFELD: 11 THE WITNESS: Vince is not asking us for the
12 Q I am not saying all the zeros, but it's Lago 21 12 seller to pay it. He is saying that he feels that
13 to 22. Take a look at this document. 13 we would lose the buyer if we force him, for the
14 Now, you're not on this text message and I 14 buyer to pay the commission. That's what Vince is
15 understand that, but I'd like to hear your 15 saying preview to the conversation he had with Eddy
16 understanding of what it means or whether you were 16 when Eddy had advised him that the buyer had to pay
17 involved in any of the decisions or communications that 17 the commission. That is why we go about this text
18 were being made. 18 message.
19 This is a text message between Vince and Eddy. 19 BY MS. FISHFELD:
20 And so based on this text message on March 5th, 2018, 20 Q So --
21 Vince texted Eddy, "I just spoke to Manny. His buyer 21 A Nowhere does Eddy agree to pay the commission.
22 is going to request that the seller pay the commission. 22 If I read correctly, I do not see that it says that
23 Counter at 5.9 firm. I have a feeling we lose the 23 Eddy agrees to pay the commission.
24 buyer if we force the buyer to pay the commission." 24 Q And you also don't see that he's saying the
25 And then Eddy responds, "Net to us 5.8 million. 25 buyer must pay the commission in his text message,
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1 All commissions go on top." 1 right?
2 So in this text message, did Eddy refute that 2 A In Eddy's text message, no. But if you read the
3 the seller would pay all commissions on top? 3 text message chain --
4 MS. DE ALEJO: Object to form. 4 Q I am asking about Eddy's text message. I
5 THE WITNESS: In this text message, Eddy -- he 5 understand what you think Vince's text message says.
6 wrote "All commissions go on top." If I read the 6 Eddy does not say that the buyer must pay the
7 previous one it says, we wanted the buyer to pay it, 7 commissions in his text message, right?
8 so the buyer would have to pay the commission. 8 A He says, "all commissions go on top."
9 BY MS. FISHFELD: 9 Q Right. And when Vince is saying that his
10 Q I'm sorry, what? 10 buyer -- Manny's buyer is going to request that the
11 A In the text message it says, "all commissions go 11 seller pay the commission, commission to whom? The
12 on top." What Eddy's response is, "Net to us 5.8. All 12 buyer's broker or the seller's broker?
13 commissions go on top." 13 MS. DE ALEJO: Object to form.
14 Q So he's saying all commissions go on top, 14 She's not a party to this text message.
15 meaning the buyer and the seller's commissions? 15 THE WITNESS: I do not know.
16 A Right. They go on top. He does not specify who 16 MS. DE ALEJO: So, you know...
17 is paying it, but if you read the previous text, we had 17 MS. FISHFELD: You don't know?
18 advised Vince, that the buyer to pay it, and Vince is 18 THE WITNESS: I do not know.
19 trying to convince us that the seller -- that the buyer 19 BY MS. FISHFELD:
20 is not going to accept that, that we should change it. 20 Q Okay.
21 Q Yes. And Eddy responded that all commissions 21 A We cannot assume.
22 would go on top, right? 22 Q In Vince's text message, at the bottom it says,
23 A Correct. That the buyer would pay the 23 "Another option is that we counter at 5.85. Buyer pays
24 commission. 24 their commission, seller pays their commission."
25 Q Where does it say that the buyer would pay the 25 So the seller had a broker in this transaction,
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1 right? 1 Seems to me that there was a seller's commission. Is
2 A I do not remember. 2 that your understanding too?
3 Q Okay. You're not sure whether the seller had a 3 MS. DE ALEJO: Object to form.
4 broker or not? 4 BY MS. FISHFELD:
5 A I do not know exactly what contract this text 5 Q Adriana, you're reading this text message. Is
6 message is based on. 6 it your testimony that the seller didn't have a broker?
7 Q Whether the seller had a broker or not is based 7 MS. DE ALEJO: Object to form.
8 on the terms of that individual proposal, right? 8 THE WITNESS: That is not my testimony. That's
9 A Correct. Because every contract or letter of 9 not what I said.
10 intent would have different terms. 10 BY MS. FISHFELD:
11 Q So for one offer, maybe you didn't have a 11 Q So based on these text messages, in March 2018,
12 broker, but for another offer, maybe All In One did 12 the seller All In One, had a broker, right? We can
13 have a broker, right? 13 agree on that?
14 MS. DE ALEJO: Object to form. 14 MS. DE ALEJO: Object to form.
15 THE WITNESS: You mean a broker representing 15 THE WITNESS: If you read the text messages
16 All In One. Is that what you mean? 16 that Vince says, it believes that the seller would
17 BY MS. FISHFELD: 17 have been us. So it is to say that there was a
18 Q Correct. 18 broker that was representing us and providing -- I
19 A Yes, correct. 19 don't know what they were providing. If it was a
20 Q When Eddy says in his text message, "All 20 letter of intent, if this was just a phone call.
21 commissions go on top," what's your understanding of 21 I'm not sure. I do not know.
22 what he meant by that? 22 BY MS. FISHFELD:
23 A That he needed net 5.8 million and his 23 Q Thank you. So we've established that All In One
24 understanding was that the buyer's commission had to be 24 had a broker at this point.
25 paid by the buyer. 25 And is it also true that it appears that the
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1 Q I thought your testimony was that the seller's 1 seller's broker would be paid a commission?
2 commission also had to be paid by the buyer? 2 MS. DE ALEJO: Object to form to the
3 A Yeah. All commissions. He writes there all 3 nonquestion that counsel is testifying. And then
4 commissions. 4 object to the form of the question.
5 Q So both the buyer and the seller's commission 5 MS. FISHFELD: Limit to form, please, like you
6 would be paid by the buyer? 6 instructed me during Vince's deposition.
7 A Right. 7 MS. DE ALEJO: Well, just don't testify on the
8 Q So you did have a broker in this transaction? 8 record and I won't need to object to that.
10 THE WITNESS: Once again, I do not know what 10 Q Adriana, is it true that the seller's broker
11 sales contract or if this is even in reference to a 11 would be paid a commission by someone at this point?
12 sale contract or if this was a letter of intent or 12 A Yes.
13 was this a verbal -- a verbal phone call or this was 13 Q In March 2018?
14 an email. I have not been provided with a document 14 A Correct.
15 to go back to see where these text messages and what 15 Q And the seller's broker was who?
16 time frame this was and what it was relevant to. I 16 A That's a great question. I do not know.
17 do not know. 17 Q Okay. I also see in Eddy's text message the
18 BY MS. FISHFELD: 18 same text that we've been looking at. "Leaseback of a
19 Q The time frame is March 5th, 2018. You can see 19 year or less to find a new building."
20 that right there on the text message. 20 Do you know what that means?
21 A Are you able to provide me a sales contract that 21 A Yes. We had two companies running in that
22 we had on that date that we could reference, so then it 22 building, so we needed to be there -- lease the
23 would be easier for me to answer your question? 23 property for a year to give us time to be able to find
24 Q Not at this time. I am talking about Eddy's and 24 a property to move to. So that's why it was placed
25 All In One's intent based on these text messages. 25 there.
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1 We were not actively looking for a property as 1 Q Go ahead, Adriana.
2 we didn't really have a need to sell the property. 2 A I mean, if you have the contract or the letter
3 That's why 3251 was not listed. Once -- if there was 3 of intent --
4 favorable offers, that's when we started doing due 4 Q No. No. No.
5 diligence and that's when we started looking for 5 Is it your testimony that Vince when he says
6 property, to see where we could move to. And that's 6 "let me speak with their agent," that he was referring
7 why Eddy would ask for a leaseback of a year or less to 7 to Manny?
8 find a new building. Because we were a running company 8 MS. DE ALEJO: Object to form.
9 that needed to be working. Our employees needed a 9 THE WITNESS: Yes.
10 place to work, so we needed to find a place. We were 10 BY MS. FISHFELD:
11 not going to sell without us finding a building or 11 Q Okay. So Manny and Vince were working as a team
12 leasing back the building for a certain period of time 12 at this point, March 2018?
13 for us to be able to give us the opportunity to find a 13 A I never received any letter of intent or sales
14 new building to move our company to. 14 contract that had them as a team leading any sort of
15 Q Did Vince know that you were concerned with 15 commission.
16 having a building to move into? 16 So I mean, they definitely did speak to each
17 A Yes, he did. 17 other and would bring buyers together to the office,
18 Q Did Manny know that you were concerned with 18 but I'm not sure if the buyer was either Manny's or if
19 finding a building to move into? 19 it was Vince's. I was not privy to any of those
20 A I personally did not speak to Manny in regards 20 conversations between them and any agreements they had
21 to that, but we did have emails with him advising him 21 between them.
22 that we did need to find what we would call a plan B. 22 Q So you know that Manny and Vince were working
23 Where would we go? 23 together in some capacity, but you just weren't sure
24 Q Next in the text message thread Vince says, "Let 24 about the specifics of that arrangement?
25 me speak with our agent." 25 A Exactly. I was never provided any information
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1 Do you see that? 1 in regards to how their -- specifics how they were
2 A Yes, I do. 2 working together or never even provided -- even in any
3 Q Who is their agent that he's referring to? 3 letter of intents, they were never, that I received.
4 A I don't know. 4 There was nothing of them ever splitting anything. So
5 Q But it wasn't Manny, right? 5 I'm not sure. I don't know. I don't know what they
6 A I do not know. 6 had. I guess that's something that Manny and Vince
7 Q Well, Vince says at the top, "I just spoke to 7 know, what agreements they had with each other.
8 Manny. His buyer is going to request that the seller 8 Q But they would bring buyers to you together,
9 pay the commission." 9 right?
10 And then Eddy responds and then Vince says, "Let 10 A Not all the time.
11 me speak with our agent." 11 Q How many times?
12 A So I guess Manny was the buyer's agent. 12 A I cannot give you how many, but I could -- I
13 Q Well -- 13 could advise that there was times that Manny would come
14 A Because if it's his buyer, is it referring to 14 by himself. There was times that Vince came by
15 Manny? So was -- 15 himself. I'm not sure if they were -- I'm not privy to
16 Q You think that Vince would refer to Manny as 16 any of the conversations among -- between them two. So
17 their agent even though he just referred to him by his 17 I do not know if Vince just came by himself because
18 name? 18 Manny couldn't or Manny came by himself because Vince
19 MS. DE ALEJO: Object to form. 19 couldn't. That, I'm not sure. Like, I can't give you
20 She's already said she's not a party to this text 20 that answer. I do not know.
21 message. You're asking her to speculate as to what 21 Q So at least once, I'll say at least once, Manny
22 is meant by a different text. She's just trying to 22 and Vince brought a buyer to you together?
23 answer your question. She's not a party to the 23 A Yeah. They came to the office together a couple
24 text. It's simple. 24 of times, yes.
25 BY MS. FISHFELD: 25 Q And at least once Vince brought you a buyer by
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1 himself? 1 Q Did he take photos of the property?
2 A Yes. 2 A I do not know.
3 Q And at least once Manny brought you a buyer by 3 Q Did Manny research the sales prices of
4 himself? 4 comparable properties in the surrounding area?
5 A I'm not sure. I'm not sure if Manny brought -- 5 A As a real estate agent, I would believe that
6 I'm sorry, I do not know. 6 under your profession, that is what you need to do if
7 Q Okay. So the only times you can recall when 7 you're interested in showing a buyer a property. I
8 Manny brought you a buyer, it was in conjunction with 8 would have to assume that he did.
9 Vince? 9 MS. DE ALEJO: One of the rules of deposition
10 A Well, there's one time that Manny represented a 10 is we're not to assume; don't speculate.
11 buyer on an LOI that I just recently reviewed and that 11 THE WITNESS: He did not provide to me, Adriana
12 Vince was not representing that same buyer. 12 Fernandez, he did not provide any CMA of the
13 Q So at least once Manny brought you a buyer by 13 property that I owned at that time, 3251.
14 himself? 14 BY MS. FISHFELD:
15 A But Vince was involved as well. That's why I 15 Q Is it your understanding that Manny provided
16 went back and I'm not sure if this -- when you said 16 CMA's to Eddy?
17 this, because if you go to the top message it says, "I 17 A I do not know.
18 just spoke to Manny," his buyer. So it's as if he's 18 Q Did Manny reach out to his network to find a
19 representing the buyer. 19 buyer for the property?
20 Then he says, "Let me speak with their agent;" 20 A Yes, he did as he brought some potential buyers.
21 that's why it was as if the buyer is Manny. I do not 21 Q Did Manny present contract offers to you for the
22 know. 22 sale of the property?
23 Q Okay. So you can't recall an instance when 23 A Yes.
24 Manny brought you a buyer by himself when Vince was not 24 Q How many?
25 involved? 25 A I believe it was two.
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1 A Not to me personally. 1 Q What was the first one?
2 Q So to All In One? 2 A The first one was Red Bridge, was the buyer. I
3 A Not that I can recall. 3 believe he represented the buyer.
4 Q So it seems to you that Manny and Vince were 4 Q What was the second one?
5 working as a team to find All In One a buyer? 5 A The second one was Alex Alvarez.
6 A Correct. But I'm not privy to any conversations 6 Q Did Manny represent Alex Alvarez?
7 that they had. They did not explain to us anything -- 7 A No, he did not. Elizabeth Diaz did.
8 you know, what their understanding was. I'm unaware. 8 Q Did Manny represent the seller in that
9 Q Do you know what sort of work Manny did to try 9 transaction?
10 to procure a buyer for the property? 10 A Yes, he did.
11 A I do not know the exact work that he did. But 11 Q Did Manny assist with the negotiations of the
12 he did have conversations with real estate agents as he 12 terms of the sale to Alex Alvarez?
13 brought individuals to show them the property. So he 13 MS. DE ALEJO: Object to form.
14 had conversations with real estate agents. That is his 14 THE WITNESS: Yes, he did, in part with our
15 profession. He's a commercial real estate agent. 15 attorney, which is the one that revised because we
16 Q Did he show the property to potential buyers? 16 were presented this offer. This was not a sales
17 A Yes, he did. 17 contract that we sat with Manny to do. This was an
18 Q How many times? 18 offer that was presented to us by the buyer.
19 A I cannot recall the amount of times. 19 So we had our attorney review and our attorney went
20 Q At least once? 20 back and forth with changes that we wanted.
21 A Yes. 21 Negotiations fell through.
22 Q More than twice? 22 Then Manny just forwarded like the terms that we had
23 A Yes. 23 been speaking with our attorney that we wanted and
24 Q More than five times? 24 that he was -- he was in the loop. He knew the
25 A I don't think so. 25 changes that we wanted on the contract. But nothing
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1 ever came to fruition. We were never able to 1 language on the contract. He was definitely privy to
2 proceed with the contract because the terms were 2 the conversations that were occurring, but we had
3 never accepted by us and the contract was cancelled. 3 attorneys. Once you have an attorney, your real
4 Well, the contract was never signed, just 4 estate, you know, whoever -- you know, both parties had
5 negotiations were cancelled. Just an email sent 5 attorneys. So attorneys communicate with attorneys.
6 that we were no longer looking forward to closing on 6 Q I understand. So the attorneys were
7 the property. 7 communicating about the terms of the sale and Manny's
8 BY MS. FISHFELD: 8 role was limited to the real estate agent for All In
9 Q Who was your attorney that helped you with the 9 One?
10 negotiations of the sale to Alex Alvarez that you're 10 MS. DE ALEJO: Object to form.
11 referring to? 11 THE WITNESS: Yes.
12 A Oh, Troy Nader. The Law Office of Troy Nader. 12 BY MS. FISHFELD:
13 Q Did Manny speak with Troy Nader about the 13 Q You said "yes"?
14 negotiations? 14 A Yes. I said yes.
15 A I'm not sure if they had any verbal phone calls, 15 Q When a prospective buyer submitted an offer to
16 but he was in a few emails. 16 All In One, did the buyer submit it directly to you or
17 Q Okay. So Manny would communicate with Mr. Nader 17 Eddy?
18 about the terms of the potential sale? 18 A In what case?
19 MS. DE ALEJO: Object to form. 19 Q Well, let's take -- you're right. Actually,
20 THE WITNESS: You have the copy of those, and I 20 let's limit this to the Alex Alvarez offer.
21 believe it was only about one or two communications 21 Was Alex Alvarez represented by a real estate
22 he had with my attorney. My attorney dealt directly 22 agent?
23 with Luis Montello, which was the attorney 23 A Yes.
24 representing the buyer. 24 Q And who was that?
25 BY MS. FISHFELD: 25 A I had just mentioned it earlier. Elizabeth
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1 Q So the answer is yes, Manny communicated with 1 Diaz.
2 Mr. Nader about the negotiations and the terms of the 2 Q Was Alex Alvarez represented by any other real
3 potential sale? 3 estate agent?
4 MS. DE ALEJO: Object to the form. 4 MS. DE ALEJO: Object to form.
5 THE WITNESS: Yes. I said one or two times. 5 THE WITNESS: Not that I am aware of.
7 Q Approximately, how long did Manny assist with 7 Q When Alex Alvarez' agent, Liz Diaz, submitted an
8 the negotiation of the terms of the sale to Alex 8 offer to purchase the property, did she submit it to
9 Alvarez? 9 Manny?
10 A From my -- it was -- we were in June -- in June 10 A I do not know if she submitted it to Manny or
11 of 2018. 11 Vince. You would have to ask them.
12 Q Was it, approximately, a month? 12 Q Well, did you see the offer received from Liz
13 A Probably like a little less. Like three weeks. 13 Diaz on behalf of Alex Alvarez?
14 Not even because we were given the contract, I believe 14 A From Elizabeth Diaz, no, I did not.
15 on June 4th, and this thing ended on June 20th. So you 15 Q You never saw an offer from Liz Diaz on behalf
16 can't say a month. You would have to say probably 16 of Alex Alvarez?
17 approximately about two and a half weeks. 17 A Yes, of course I did, but I thought you were
18 Q So from, approximately, June 4th to June 20th 18 asking me if she presented it to me directly.
19 Manny was involved in the negotiations of the terms of 19 Q Well, yeah. I mean, that's what I'm getting at.
20 the sale of the property? 20 You at some point reviewed and received an offer
21 A He was the Realtor who was involved more 21 from Alex Alvarez through Liz Diaz, right?
22 hands-on with both attorneys. They were the ones that 22 A Correct. But it was not through Liz Diaz. It
23 were more hands-on trying to change because we were 23 was an offer that Liz Diaz presented, I believe, to
24 just, you know, changing the terms. Agreeing to what 24 Manny and Vince and then they presented it to Eddy and
25 they had to say or us disagreeing, changing the 25 me.
22 (Pages 82 - 85)
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1 Q Okay. Did you meet with Manny in person to 1 spoke and I'm sure he attempted, like any business
2 discuss the terms of that offer? 2 transaction, he would speak and he would give his input
3 A Yes, I did. 3 as a Realtor wanting to close a transaction.
4 Q Why? 4 Q Did you submit a counteroffer to Alex Alvarez?
5 A Because we needed to go over the contract. They 5 A We did with -- we submitted that counteroffer
6 had a very tight turnaround. It was like the same day 6 with quite a few revisions, not some, quite a few
7 by 5 p.m., which is impossible. And -- 7 revisions and it was ongoing. It wasn't necessarily --
8 Q And because he was your real estate agent, 8 it was a lot of back and forth between the attorneys,
9 right? 9 so it wasn't just one counteroffer; these are six
10 A At that moment, he provided the contract. He 10 things we want to change and they accepted. There was
11 came and represented us with these buyers, so we did 11 a lot of negotiations between both our attorneys. Our
12 not have any agreement with him. 12 counsel would call us. We would speak to him and et
13 Q But he was your real estate agent at that point 13 cetera, et cetera. But we never -- we never were able
14 for the Alex Alvarez offer? 14 to agree on the terms of that contract. We never
15 A For that sales contract that we did not sign or 15 signed any contract with Alex Alvarez in 2018.
16 accept, yes, it's his name on it. 16 Q But you did ultimately sign a contract with Alex
17 Q Okay. How many times did you meet with Manny to 17 Alvarez in 2019, right?
18 go over the contract terms? 18 A Yes, we did.
19 A I could probably remember twice, I believe. I'm 19 Q Did Manny know about that?
20 not too sure. But there was email communications with 20 A Manny ever reached out to us after that
21 our attorney and with me personally, maybe twice. 21 happened. He never continued the relationship. He
22 Q And those meetings were in person, right? 22 never brought us another buyer. He never -- never
23 A Yes. He came to the building, in the conference 23 called us besides the text messages that he sent to my
24 room in the building on 3251. 24 husband in a group that he advised that next time he
25 Q Manny drove to your office building for two 25 would see my husband, he would beat him up and that --
Page 87 Page 89
1 in-person meetings to go over the offer from Alex 1 you know, just a bunch of foul language that I didn't
2 Alvarez? 2 really think an old man would be sending to another man
3 A Yes. 3 in regards to that. It was really out of character, I
4 Q And, approximately, how long was the first 4 believed. But yes, Manny did send quite a few awful
5 meeting? 5 text messages to us, but he never -- he never called us
6 A I'm not sure of the time frame. 6 again to represent us as a buyer. There was no
7 Q Was it more than about an hour? 7 continuation of him wanting to sell the property. He
8 A Most likely. I don't think it would go much 8 just got upset, would send us text messages usually
9 more than that. 9 during happy hour time, send my husband text messages.
10 Q And, approximately, how long was the second 10 And those text messages lasted for a very long time.
11 meeting? 11 Q What do you mean by they lasted for a very long
12 A The second meeting, that I recall, was by myself 12 time?
13 and it was just probably 30 minutes. 13 A The text messages? He did group text messages.
14 Q Did you ever discuss with Manny the terms of the 14 He included Roly Benitez, Vince Lago and Eddy. He sent
15 contract offer by email? 15 text messages -- the first one was June 22nd, 2018. I
16 A Yes. He was -- he was cc'd in some emails and 16 clearly remember because we were getting to my beach
17 then there was emails with the attorneys directly that 17 condo and I had my husband's phone. We had been
18 nobody was cc'd on, not even myself or even Eddy. 18 getting the bags out of the car and I read the text
19 Q Did you ask Manny his input and opinion on the 19 message and I was, like, oh, you've got to be kidding
20 terms of the contract offer? 20 me. This is absurd. Someone, you know, telling my
21 A I do not recall me asking him for his input in 21 husband he's going to beat him up, that the next time
22 regards to the terms. I do not recall. 22 he sees him -- and my husband is not in the best of
23 Q Did he provide his input and his opinions on the 23 health, so as you could imagine, that would make
24 terms? 24 anybody -- not my husband, but it made me nervous that
25 A Oh, definitely. He's a Realtor. I'm sure he 25 if Manny would see him he'd go through with his
23 (Pages 86 - 89)
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1 harassing text messages that he sent. 1 Chamizo, some in group format that Vince Lago spoke
2 He continued doing that, and then the last one 2 about in last week's deposition harassing my husband
3 that I could recall was September of 2019 while my 3 and threatening my husband. Yes, those are the
4 daughter, Eddy and I were on our way to meet my cousins 4 dates.
5 in Disney World because we were going to go to 5 BY MS. FISHFELD:
6 Halloween in Magic Kingdom and he continued sending 6 Q So there was at least one text message from
7 text messages to my husband letting him know what an 7 Manny to your husband on June 22nd, 2018.
8 asshole he was, that things were going to get bad for 8 And then there was at least one text message in
9 him, et cetera, et cetera. 9 September of 2019 and in between that time, how many
10 Q So there was one text message on June 22nd, 10 other, approximately, text messages did your husband
11 2018. And then the next one was in September 2018? 11 receive from Manny Chamizo?
12 A No. Those are the two I can tell you exact 12 A I would say about a handful of them.
13 dates because I clearly recall because I was holding 13 Q Okay. Were they about the sale of the property?
14 the phone. I was holding it and I was in possession of 14 A I mean, you could interpret them in that way.
15 my husband's phone. 15 Q In response to the handful of text messages that
16 One, because we were changing. We were getting 16 you're testifying your husband received from Manny
17 to the beach and I had his phone and he was putting 17 between June 2018 and September 2019, did your husband
18 down the luggage and the other one was because I was 18 ever tell Manny that he had restarted negotiations with
19 holding the phone and we were driving to Orlando, so I 19 Alex Alvarez?
20 had Waze on and I saw it. 20 A No, he did not.
21 There was quite a few that were during that 21 Q We were talking before about the revisions that
22 time, but those are the two that I can give you 22 you and Eddy had to the offer from Alex Alvarez.
23 specific dates of when they occurred. 23 When you communicated those revisions, did you
24 Q So other than June 2018 and September 2018, 24 submit them through Manny?
25 there were other text messages that your husband 25 A No. The revisions were submitted through Troy
Page 91 Page 93
1 received from Manny? 1 Nader. He's the one that sent them all.
2 A Yes. I am currently under investigation 2 Q Okay, I am going to show you another document.
3 represented by attorneys for text messages that Manny 3 MS. DE ALEJO: Is this Exhibit 2?
4 Chamizo has been identified as the individual sending 4 MS. FISHFELD: Yes.
5 text messages to my husband after he found out that 5 (Plaintiff's Exhibit 2 was marked for
6 when my counsel responded to your law firm and advised 6 identification.)
7 that my husband was undergoing cancer treatment for his 7 MS. FISHFELD: It's 12:35. I was thinking
8 squamous cell keratinizing carcinoma, the police 8 around 1:00 we'll take a lunch break, if that's
9 detective already had that it is Manny Chamizo that 9 fine.
10 sent these text messages to me and that they're coming 10 MS. DE ALEJO: Yes, that's good.
11 from his home. 11 BY MS. FISHFELD:
12 Q Okay. Those that you're referring to were after 12 Q So this document I'd like to enter as Exhibit 2.
13 this litigation was initiated, right? 13 It's marked Bates-stamped AIO11 to 18.
14 A Yes, the initial one. 14 So, Adriana, why don't you take a moment to look
15 Q Adriana, listen carefully to my question. My 15 over the document and let me know when you feel ready
16 question is: Between June 2018 and September 2018, 16 to talk about it.
17 were there other text messages sent to your husband by 17 A I've already reviewed this before. I am ready.
18 Manny Chamizo? 18 Q All right. So I want to go to the end of the
19 MS. DE ALEJO: Object to form. Asked and 19 exhibit, bottom of AIO18, or not the bottom, just
20 answered. 20 AIO18. And it's an email from Manny with the email
21 THE WITNESS: Yeah. The dates that I gave you 21 address of flacommercial@gmail.com.
22 were not September of 2018, it was September of 22 You understand that to be Manny Chamizo?
23 2019. 23 A One hundred percent.
24 So from June 2018 to September 2019, over a year, my 24 Q And it's to Matt Bales. Do you know who Matt
25 husband received several text messages from Manny 25 Bales is?
24 (Pages 90 - 93)
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1 A No, I do not. 1 tenants. We needed to find somewhere to work from. So
2 Q Okay. Now go to AIO14. And there's an email 2 yes, that's going to be a common theme throughout.
3 dated May 16th, 2018, from Darnie Labrozzi. Do you 3 Q Now go to AIO12. And at the bottom of that
4 know who Darnie Labrozzi is? 4 page, there's an email dated May 17th, 2018, from
5 A From reviewing these documents, she was a 5 Manny. And it says, "Moving the ball forward. Slowly,
6 Realtor that represented a buyer. 6 but moving forward. See language for your lease as
7 Q And in this email from Darnie to Matt Bales, 7 part of the sale."
8 May 16th, 2018, in the second paragraph it says -- 8 Did Manny do a lot of work moving the ball
9 well, in the first paragraph it says, "Edmund would 9 forward and negotiating the sale of the property?
10 like to add the following to the contract." 10 MS. DE ALEJO: Object to form.
11 Do you understand that to be a reference to Eddy 11 THE WITNESS: Okay, you're going back now to a
12 Fernandez? 12 different contract, correct? Because this has
13 A Edmund? 13 nothing to do with the one you were questioning me
14 Q Yeah. 14 before.
15 A No, I do not. 15 BY MS. FISHFELD:
16 Q Okay. 16 Q Right. This appears to be a different potential
17 A Is there someone else named Edmund? I'm not 17 offer.
18 sure. 18 A Yeah. This is a different potential offer and
19 Q I think it was a reference. 19 he provided language for a lease that he was providing
20 A I don't think so. I don't think so because if 20 really to -- if you read further, and there's various
21 you continue reading, it says that -- it says, "Sorry 21 emails when it comes to this. This is the language
22 this has taken a little bit, but we are still in the 22 that he was providing the listing -- the buyer's agent
23 works with executing the sale of Edmund's building. 23 so the buyer's agent can present us an offer with this
24 Since the contract is contingent on him selling as 24 lease language. But nothing was ever accepted from us
25 well." 25 and we really did not have, in this contract, there was
Page 95 Page 97
1 So I do not believe that Edmund is Eddy 1 really not much negotiations that went back and forth
2 Fernandez. I think that's an incorrect assumption. 2 on this.
3 Q So in the second paragraph of this email, it 3 Q So Manny was providing proposed language to the
4 says, "He would like the contract to state somehow that 4 buyer's agent, right?
5 owner will be renting a certain amount of space back to 5 A Correct, to present us -- for the buyer's agent
6 him. He needs this for his financing. I spoke to 6 to present us the offer. At this moment, we had not
7 Manny about this and he said to please contact him to 7 been presented the offer yet.
8 word this so the seller is also in agreement." 8 Q So Manny was communicating with the buyer's
9 And the subject line of this email is "3251 9 agent on All In One's behalf?
10 purchase contract." 10 MS. DE ALEJO: Object to form.
11 Do you understand this to be a conversation 11 THE WITNESS: Yes.
12 about AIO's desire to stay in the building after the 12 BY MS. FISHFELD:
13 sale of the building? 13 Q As a real estate agent?
14 A Yes. 14 MS. DE ALEJO: Object to the form.
15 Q Okay. So as of May 16th, 2018, All In One was 15 THE WITNESS: Yes.
16 interested in renting back a portion of the property 16 BY MS. FISHFELD:
17 from whomever purchases it, right? 17 Q So now on at least two potential offers, Manny
18 A We always were. How I had mentioned previously, 18 Chamizo was acting as All In One's real estate agent,
19 we always were because we had company that worked 19 right?
20 there, so we needed time to find a property. So that 20 MS. DE ALEJO: Object to form.
21 is why the language is there. And there was nothing in 21 THE WITNESS: Yes, he did. He attempted to
22 the market at that time for us to move to so we needed 22 present this, but this never went -- went through.
23 time to be able to find something to be able to move to 23 I don't even know if we ever got the complete
24 as it wasn't just a vacant building or a building that 24 purchase sales contract for this back in May of
25 we had tenants. We had -- you know, we were the 25 2018.
25 (Pages 94 - 97)
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1 BY MS. FISHFELD: 1 contract yet. We were just reading things that he
2 Q I understand. But on at least two negotiations 2 was going to be sending over to the listing agent to
3 that we've looked at, Manny Chamizo was acting as All 3 prepare the sales contract. So we just -- somebody
4 In One's real estate agent, right? 4 that thoroughly reads everything, so I was trying to
5 MS. DE ALEJO: Object to form. 5 make sure that they understood who was going to
6 THE WITNESS: Yes, but we had no exclusivity 6 be -- the seller was not the same entity that was
7 with Manny Chamizo or Vince Lago. 7 going to lease the suite. So once -- if Manny was
8 BY MS. FISHFELD: 8 already sending them the language for the lease, it
9 Q Okay. So back to my question. As All In One's 9 would make sense to them and they wouldn't have to
10 real estate agent in this negotiation, did Manny do a 10 say, well, Manny, you sent me this lease information
11 lot of work to move the ball forward? 11 and now you're going back and changing it to a
12 MS. DE ALEJO: Object to form. 12 different language. So I was just trying to assist
13 THE WITNESS: From these emails that he 13 Manny so he would know the difference in entity.
14 provided that neither Eddy or I were cc'd on, it 14 That's what my email says.
15 seems that it started on April 17th and ended on 15 MS. FISHFELD: Move to strike as nonresponsive.
16 May 17th. 16 BY MS. FISHFELD:
17 Now, we did not ever go back and do any negotiations 17 Q You testified that it was appropriate in this
18 on our behalf or review the contract to say we're 18 transaction to negotiate the terms through your real
19 not going to accept this or change this on this. It 19 estate agent, right?
20 just -- just went away. It never went into any sort 20 A Yes.
21 of going back and forth to see exactly what language 21 MS. DE ALEJO: Object to form.
22 we were going to change or anything like that. I 22 THE WITNESS: Yes, I did.
23 think you'll realize that by reviewing what was 23 BY MS. FISHFELD:
24 provided. 24 Q And as a general matter, it's appropriate to
25 BY MS. FISHFELD: 25 negotiate through your real estate agent, right?
Page 99 Page 101
1 Q So my question is: Did Manny Chamizo do a lot 1 MS. DE ALEJO: Object to form.
2 of work to move the ball forward in the negotiations? 2 THE WITNESS: Yes, it is.
4 THE WITNESS: I do not know. 4 Q You don't negotiate directly with the potential
5 BY MS. FISHFELD: 5 buyer, right?
6 Q When you scroll to the later email threads by 6 A It depends on the initial transactions. Once we
7 scrolling up, Eddy responded to Manny. "Manny, I'm 7 purchased 3251, that Vince represented us, we have
8 sure once the lease has all the information, it should 8 emails that Eddy, which was the buyer, spoke directly
9 work. Thank you. Have a great weekend." 9 with the seller and just cc'd Vince in regards to
10 And then you respond to that email saying, 10 negotiations. So I guess it all depends, Jessica. It
11 "Manny, please clarify to the buyers that the entity 11 really all just depends on the situation.
12 selling the building is a different entity than the one 12 And sometimes your attorney -- on the other
13 that will lease the suite." 13 contract, our attorney was the one that was negotiating
14 Do you see that? 14 more the terms and was in communication with their
15 A Yes, I do. 15 attorney because both parties had attorneys.
16 Q Why didn't you just email the potential buyer 16 Q So once a real estate broker brings you a
17 directly? Why did you ask Manny to clarify that for 17 potential buyer, you as the seller, typically
18 the buyer? 18 communicate through your real estate agent, right?
19 A Why would I if Manny is the one that's 19 MS. DE ALEJO: Object to form.
20 presenting this offer to us? 20 THE WITNESS: Yes, you communicate through your
21 Q Okay. And it's appropriate to negotiate through 21 real estate agent, but sometimes the buyer's
22 your real estate agent, right? 22 representative might email you directly asking you
23 MS. DE ALEJO: Object to form. 23 for documents.
24 THE WITNESS: For this transaction at this 24 BY MS. FISHFELD:
25 point, yes, we were -- we didn't even have a 25 Q Okay. So sometimes even though you're
26 (Pages 98 - 101)
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1 represented by a real estate broker, the buyer might 1 A Yes, I do.
2 talk directly to the seller, right? 2 Q Why does it direct a viewer of this flyer to
3 A Yes. Yeah, I think that that would be 3 contact Manny Chamizo for additional information about
4 reasonable to say. 4 the property?
5 Q That doesn't mean that your broker is no longer 5 MS. DE ALEJO: Object to form.
6 your broker, right? 6 THE WITNESS: Because Manny Chamizo wanted to
7 A No, it does not. 7 make a commission on the property and sell the
8 Q Okay. All right. Going back to things that 8 property.
9 Manny did in an attempt to procure a buyer for the 9 BY MS. FISHFELD:
10 property, did Manny ever create marketing materials for 10 Q Yes. I see on here, "100 percent renovated
11 the property to advertise the property? 11 offering price, $5,650,000."
12 A Reading the documentation that was presented, he 12 Do you see that?
13 never emailed it to me directly, but I did see in the 13 A Yes, I do.
14 discovery that you provided a flyer that he did create. 14 Q So it is your recollection that at some point
15 It wasn't sent to me, Adriana Fernandez, directly, but 15 the price was $5,650,000?
16 I did just recently review it. I don't recall seeing 16 A I don't remember.
17 it before. And I could assure you he didn't send it to 17 Q You don't remember the offering price being
18 me directly because I looked through all my emails for 18 around $5.6 million?
19 anything to deal with Manny Chamizo and it was not 19 A We never listed the property, so I do not
20 there, but yes, I have seen this flyer. 20 remember the exact price. The price did change
21 Q So I'm putting on the screen Exhibit 3, a 21 depending on the market, depending on the rehab we had
22 document I'd like to mark as Exhibit 3. 22 already done to the property, sales around. So it's
23 (Plaintiff's Exhibit 3 was marked for 23 not necessarily -- we never had an exact price. I
24 identification.) 24 believe if you look at all the documents provided, the
25 BY MS. FISHFELD: 25 sales price was never affirmative, exact sales price.
Page 103 Page 105
1 Q Is this the flyer that you're referring to? 1 Because everything was a negotiation to see.
2 A Yes, it is. 2 The property was never -- it was never -- it was
3 MS. DE ALEJO: Let me hand the document to the 3 never listed. We never had an exclusive listing for
4 witness, please. 4 this property to put it for sale or any sign outside
5 MS. FISHFELD: Sure. 5 that we were selling the property with a certain sales
6 BY MS. FISHFELD: 6 price on it.
7 Q Have you had an opportunity to review Exhibit 3? 7 Q So do you recall that the price started off at a
8 A Yes, I did. Thank you. 8 certain price, but at some point your asking price went
9 Q So is it your understanding that Manny created 9 up?
10 this? 10 A Yes, definitely. It was -- there was definitely
11 A Yes. It has his name. It has his name on it, 11 a different sales price in mid-2017 when the property
12 yes. 12 hadn't been fully renovated. It was definitely a lower
13 Q And this is a flyer advertising the property, 13 sales price because there was a lot still needed to be
14 right? 14 done in the building. So the price -- it was, you
15 A Yes, it is. 15 know, it was -- it changed. The price was never a set
16 Q For the purpose of procuring a buyer for the 16 price for that building.
17 property? 17 Q Okay. So at some point you and Eddy gave Manny
18 A Yes. 18 an offer price of $5,650,000.00, right?
19 Q Do you know when Manny created this flyer? 19 MS. DE ALEJO: Object to form.
20 A I do not know. 20 THE WITNESS: I did not.
21 Q On the bottom of the flyer it says, "For 21 BY MS. FISHFELD:
22 additional information, please contact Manny Chamizo 22 Q Did Eddy?
23 III." And it has his phone number and his email 23 A I do not know.
24 address and his physical address there. 24 Q As a real estate agent representing All In One
25 Do you see that? 25 trying to procure a buyer, do you think Manny would've
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1 put an offer price on here that he didn't get from you 1 A Yes.
2 or Eddy? 2 Q Who did he talk to?
3 MS. DE ALEJO: Object to form. 3 A The brokers that -- the buyers that he brought.
4 THE WITNESS: I do not know. 4 Q And --
5 BY MS. FISHFELD: 5 A I'm not privy to any conversations that he had
6 Q And to review, you testified that Manny created 6 with any brokers. I was not cc'd in any emails or text
7 this flyer for the purpose of procuring a buyer and 7 messages or ever, you know, met with him with any other
8 earning a commission, right? 8 brokers. So I am unable to answer that question
9 A Yes. 9 because I do not know exactly who he spoke with on his
10 MS. DE ALEJO: Object to form. 10 free time.
11 BY MS. FISHFELD: 11 Q Well, it wasn't his free time, right? It was on
12 Q I have a few more questions and I think we will 12 your behalf?
13 break for lunch. 13 A Well, on his time. What I am trying to say is
14 We went over some of the work that Manny did to 14 on his time. I'm not with him. I do not know.
15 procure a buyer for the property. 15 Q Okay. So not having been, you know, copied on
16 Is there any other work that Manny did to 16 his emails or present for all of his conversations, did
17 procure a buyer that we haven't gone over? 17 you generally have an understanding that Vince was
18 MS. DE ALEJO: Object to form. 18 reaching out to people in his network in order to find
19 THE WITNESS: I'm not sure, as I did not 19 a buyer for the property?
20 communicate with Manny on the phone in regards to 20 A I've been asked not to assume, so I cannot
21 this. 21 answer that question. I don't know.
22 BY MS. FISHFELD: 22 Q You have no idea whether Vince Lago was doing
23 Q But you communicated with him through emails, 23 anything to find you a buyer for the property?
24 right? 24 A I just know how I had mentioned before, that he
25 A Correct. Which I believe we've shown the emails 25 did come to the property with buyers that he was
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1 that you have and we provided everything that we have. 1 representing. He showed the property. He did send us
2 Q You copied Manny on almost all of your emails 2 letter of intent and information that, you know,
3 regarding the sale of the property, right? 3 interested parties of the property. That, I do know.
4 MS. DE ALEJO: Object to form. 4 Q And he presented some contract offers to you?
5 THE WITNESS: If he had involvement in it, yes, 5 A I do not have contracts from him. It was letter
6 I did. 6 of intents that we have in the documents we reviewed.
7 BY MS. FISHFELD: 7 Q Approximately, how many letters of intent did
8 Q What sort of work did Vince Lago do to try to 8 Vince Lago present to you?
9 procure a buyer for the property? 9 A I do not have an exact number.
10 A Vince Lago sent us, I think -- I don't know. He 10 Q Was it more than two?
11 sent us definitely a few letters of intent and he 11 A I'm not sure.
12 showed the building. 12 Q Okay. Was it at least one?
13 Q Around how many times did he show the building? 13 A Yes, definitely one. Yes.
14 A A couple of times. 14 Q Okay. Did Vince Lago present to you letters of
15 Q So at least twice? 15 intent in conjunction with Manny Chamizo as a team?
16 A Yes. 16 A No. Like when you mean as a team, you mean that
17 Q Do you think more than twice? 17 they would put both their names and put like slash
18 A I'm not sure. I do not know. 18 commission, whatever amount like that? Is that what
19 Q Did he take photos of the property? 19 you mean?
20 A I do not know. 20 Q No. I mean were they -- it doesn't have to be
21 Q Did he research the sales prices of comparable 21 any formal arrangement, but did they generally appear
22 properties in the surrounding area? 22 to be working together to find a buyer for the
23 A I do not know. 23 property?
24 Q Did he talk to other brokers in order to find 24 A I mean, they definitely spoke with each other in
25 someone who was interested in purchasing the property? 25 regards to it. I'm not sure if every buyer that each
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1 of them brought was something that they had spoken that 1 THE WITNESS: Yes. That would be favorable and
2 it was together or not. I was not privy to all of 2 necessary if we had not found a property to purchase
3 those conversations. That's not my... 3 and move into. It would all depend on the time and
4 Q So did it appear that the Alex Alvarez offer was 4 what we had.
5 brought by Manny and Vince as a team? 5 BY MS. FISHFELD:
6 A They both came one day in regards to that offer, 6 Q Did Manny try to find you a replacement
7 yes. 7 property?
8 Q Okay. So the Alex Alvarez offer was presented 8 A He did.
9 to you by both Manny and Vince? 9 Q What did he do?
10 A Yes. I'm not sure exactly who forwarded it to 10 A Do you want me to go ahead?
11 us, if it was Vince or Manny, but they were both on the 11 Q Yes. I was going to ask you: What did he try
12 email chain. 12 to do to find you a replacement property?
13 Q Okay. Did Vince Lago create any marketing 13 A No problem.
14 material to advertise the property for sale? 14 Yes, he did. In June of 2018, he sent over a
15 A Not that I am aware of. 15 few properties which had already been properties that
16 MS. FISHFELD: All right. Well, this is a good 16 Eddy and I had been looking at. Because Eddy and I had
17 stopping point. 17 already been looking at properties to move to.
18 Shall we take 30 minutes to have lunch? 18 Then Eddy asked him if he had any pocket
19 MS. DE ALEJO: Yes. Okay, sounds good. Thank 19 listings or properties that were not on the market yet
20 you. 20 that he knew they were going to be sold because nothing
21 MS. FISHFELD: Thank you. 21 that was currently on the market that Eddy had the
22 (A break was taken from 1:03 p.m. to 22 access to look at that was listed, were properties that
23 1:42 p.m.) 23 we were interested in purchasing.
24 BY MS. FISHFELD: 24 So he did send a few properties and picked up
25 Q Let's go on the record. 25 Eddy, took him to lunch with Vince and showed him some
Page 111 Page 113
1 Adriana, let's talk about All In One's concerns 1 properties, but the properties that he showed him, none
2 with finding a place to conduct business after you sold 2 were favorable to us because they all needed some rehab
3 the property. 3 to the property. So the numbers -- you know, after
4 A Okay. Sure. 4 Eddy and I reviewed the properties and what work they
5 Q When you first came into contact with Manny 5 would need, we realized that they were not properties
6 regarding the sale of the property, did you have this 6 that we would be able to purchase because of time
7 concern about making sure that All In One had a 7 that -- you know, for them to be ready for us as to how
8 building in which to conduct business after the sale? 8 long it would take for any of those rehabs on those
9 A Yes. We always had that concern. 9 buildings.
10 Q And was it ever an option for you to find a new 10 Q What criteria were you looking for in a
11 building to move into before selling the property? 11 replacement property?
12 A No. That was never an option. 12 A We were looking for a standalone building.
13 Q Okay. You always wanted to lease a portion of 13 Preferably we wanted less square footage than we
14 the property back from the buyer? 14 currently had. And we were open -- we were open to the
15 A No. We wanted to be sure that we would have a 15 areas Manny and Vince showed us in the Coral Gables,
16 place to go. So either we would have a sale and 16 but Eddy and I did do some extensive research and, you
17 purchase within the same time frame to be able to move 17 know, we went up all the way to like 117th Avenue,
18 or we would lease. 18 Southwest Kendall, South Miami, just different areas to
19 What we didn't want to have at that point was to 19 see what we would find because we really wanted a
20 own two separate commercial properties. 20 standalone building and not a -- like not to purchase a
21 Q So you wanted a buyer who would agree to lease a 21 condo, like a suite. We didn't want that.
22 portion of the property back to All In One's affiliate 22 Q So your key criteria were a standalone building
23 for a period of time while you searched for another 23 and less square footage than the property you were
24 property to move into? 24 currently in?
25 MS. DE ALEJO: Object to form. 25 A Correct. Yes.
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1 Q Were there any other criteria that were 1 frame.
2 important to you? 2 But, yes, we definitely were wanting to lease
3 A The areas. We had areas that we didn't -- you 3 back a portion of the building and it would be paid to
4 know, we wanted to stay either in the Gables or South 4 the seller for a time frame until we found a property.
5 Miami or Dadeland, Kendall area, but not too far West 5 Q When you say that there were varying
6 Kendall. Those were requirements. It wasn't: All 6 negotiations surrounding the lease, what are you
7 Miami-Dade County would be okay moving somewhere. 7 referring to?
8 Q Did Manny talk to you about the criteria you 8 A Well, earlier this morning, you showed one of
9 were looking for in a replacement property? 9 your -- earlier this morning you showed a text message
10 A To me personally, he did not speak, but he was 10 stating that it was a year that we asked for a lease.
11 aware in conversations of what we were -- of what we 11 I recall another one might have been six months. So
12 were looking for. 12 that's what I mean, that there was nothing set in
13 Q How was he aware of what you were looking for? 13 stone. It depended on the time of the negotiation what
14 A I believe with conversations that Eddy had with 14 we were looking for and how fast, you know, we thought
15 Vince and emails with Vince and Manny in regards to 15 we would be able to get out of the building.
16 that. 16 Q In June 2018, when Manny and Vince were
17 Q So Eddy told Manny the criteria that you were 17 negotiating with Liz Diaz for the sale of the property
18 looking for in a replacement property? 18 to Alex Alvarez, was Mr. Alvarez open to leasing you a
19 MS. DE ALEJO: Object to form. 19 suite in the building?
20 THE WITNESS: Yes, I am sure that he told Manny 20 A Could you repeat the question, please?
21 and Vince both. They both picked him up to show him 21 Q In June 2018, when Manny and Vince were
22 properties, but none were suitable for our needs. 22 negotiating the sale of the property to Alex Alvarez,
23 BY MS. FISHFELD: 23 was Alex Alvarez open to leasing you a portion of the
24 Q Did Manny send you emails about potential 24 building?
25 replacement properties? 25 A Yes, he was.
Page 115 Page 117
1 A Yes. Like I mentioned earlier, he sent emails 1 Q How many months was he willing to rent a portion
2 with the properties and then he came and picked up Eddy 2 of the building to you for?
3 with Vince, took him to lunch, and took him to show a 3 A I do not know the exact months.
4 few properties, an afternoon. 4 Q Was the number of months important to All In
5 Q Were any of the options that Manny presented to 5 One?
6 you as a replacement property interesting to you at 6 A I'm sure it was at that point because we needed
7 first? 7 to find a plan B. We needed to find a place to move
8 A No. Unfortunately, no, because they needed a 8 our company to.
9 lot of -- they needed a lot of work to be done. So 9 Q And did Manny work to negotiate terms of the
10 none of them were interesting. 10 lease that were acceptable to All In One?
11 Q So in order for you to find a replacement 11 A If we go back to the emails between the
12 property for you to move into, is it right that you 12 attorneys, you will see in the emails that the
13 wanted to lease back a portion of the property to 13 attorney -- where my attorney sends their attorney the
14 whoever purchased the property? 14 terms of the negotiations that we had. And one of the
15 MS. DE ALEJO: Object to form. 15 sections that we were negotiating had to do with the
16 THE WITNESS: Yes. 16 lease.
17 Is there anything different to this question to the 17 What occurred was the buyer, Alex Alvarez,
18 question you had asked previously? 18 cancelled the transaction. Vince and Manny went back
19 BY MS. FISHFELD: 19 and attempted -- at that point, Manny sent emails
20 Q No. 20 directly to the attorney of the buyer to continue
21 What terms were you looking for in the lease? 21 negotiations because the buyer had cancelled. But the
22 A We wanted to lease a section of the upstairs. 22 initial -- it wasn't that he created the negotiations
23 There were various negotiations back and forth. I 23 that were sent. It was a forward that he had -- the
24 believe it was -- I don't know the exact price per 24 language was created by our attorney to negotiate with
25 square foot and I don't recall the exact terms and time 25 their attorney, which then after the negotiations, we
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1 received an email -- better said, Eddy and I received 1 acceptable to All In One?
2 an email from our attorney, a forward from his 2 A I don't know exactly every specific term, but at
3 attorney, the buyer's attorney stating that they were 3 that moment, not everything was acceptable that we
4 cancelling the contract, which then, in fact, the 4 wanted. We did not have a plan B. There was no
5 moment that Eddy got it, I believe within a couple of 5 property out there that we could move to to be able to
6 minutes he forwarded it to Manny and Vince so they 6 run our business.
7 could be aware and they requested to speak -- Vince 7 So Eddy and I, after there was an affidavit in
8 requested to speak with Eddy the following day. 8 regards to an escrow that was being negotiated by our
9 And then they spoke and then Manny attempted to 9 attorney, I don't know if you've been privy to that
10 get the buyer's lawyer to agree to the terms that we 10 email, and that is why we decided not to proceed
11 had, that our attorney had done for us, not Manny, our 11 because they would not accept the affidavits.
12 attorney. 12 So how they did not accept the affidavit, Eddy
13 Q So Manny was negotiating with the buyer's 13 sent out an email, apologized to all parties that we
14 attorney to try to get you the lease terms that you 14 would not proceed with the sales contract, and let's
15 wanted? 15 keep in mind, this sales contract was never executed by
16 MS. DE ALEJO: Object to form. 16 Eddy and I. We never accepted any of these terms, nor
17 THE WITNESS: It was not -- you're stuck on 17 his signature nor mine were ever on any document
18 lease terms, but if we look at the documents, it was 18 presented to us by Vince or Manny Chamizo.
19 about eight different changes that my attorney 19 Q Well, we disagree on that point, actually. I
20 requested that needed to be changed. So it was not 20 think you know that.
21 only the lease. There was different negotiations 21 A You disagree that I signed?
22 that needed to be completed and we were going back 22 Q Yes. I think that you signed a contract that is
23 and forth with Manny. I explained things to Manny; 23 almost identical to the one that Manny Chamizo
24 Manny explained things to the -- to the parties 24 presented to you.
25 involved, not necessarily were they negotiations 25 A No, it is not.
Page 119 Page 121
1 that Manny did, but Manny did forward them and 1 MS. DE ALEJO: Let her ask a question.
2 attempted to get them to approve those negotiations. 2 BY MS. FISHFELD:
3 But we did not go through with the sales contract. 3 Q Well, we'll take a look at it. You can show me
4 BY MS. FISHFELD: 4 how it's different.
5 Q So there were some terms of the contract. One 5 A Sure.
6 was the lease section, but there were other sections 6 MS. DE ALEJO: I'm going to move to strike.
7 also. 7 You know, you're not asking questions. You're just
8 And Manny was highly involved in trying to get 8 testifying as to your belief and your opinion.
9 the contract to a deal between you and Alex Alvarez? 9 BY MS. FISHFELD:
10 MS. DE ALEJO: Object to form. 10 Q Is it right that the reason you didn't sign the
11 THE WITNESS: After the contract had already 11 contract that was presented to you by Manny Chamizo for
12 been cancelled by the buyers, he got involved to see 12 Alex Alvarez to purchase the property was because the
13 if he could save the contract because the buyers had 13 timing wasn't right?
14 cancelled the contract. 14 MS. DE ALEJO: Object to form.
15 BY MS. FISHFELD: 15 Asked and answered.
16 Q So even after the buyer purported to end 16 THE WITNESS: Not only was the timing not
17 negotiations, Manny still stepped in and tried to save 17 right, the terms were not right. We did not come to
18 the deal, right? 18 an agreement with the terms that were being provided
19 MS. DE ALEJO: Object to form. 19 to us. So that's why. It was not only the time, it
20 THE WITNESS: He attempted, but it did not 20 was also the terms.
21 work. 21 BY MS. FISHFELD:
22 BY MS. FISHFELD: 22 Q What terms? What terms were you not able to
23 Q Okay. Why didn't it work? What wasn't 23 come to an agreement on?
24 sufficient? 24 A We were not able -- both parties were not able
25 What were the remaining terms that were not 25 to agree with all the changes that we wanted on the
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1 contract in regards -- 1 Q And it's an affidavit. Who is the affiant?
2 Q What changes? 2 A In the email it's called an affidavit. To me,
3 A -- in regards to escrow being held. 3 it would be an addendum to the contract, but they refer
4 Q So the reason why you didn't sign the contract 4 to it as an affidavit.
5 in June 2018 was because you couldn't agree on what 5 Q Okay. Do you know what an affidavit is?
6 escrow would be held? 6 A Yes.
7 MS. DE ALEJO: Object to form. 7 Q So was there an affidavit or was it a typo?
8 THE WITNESS: That's not what I said. I said 8 MS. DE ALEJO: Object to form.
9 that we could not agree in regards to the timing was 9 THE WITNESS: The email said it's an affidavit.
10 not correct. There was terms that were not 10 As I said, to me, it is an addendum to the contract.
11 accurate, that were not acceptable on our behalf, 11 BY MS. FISHFELD:
12 and there was negotiations going back and forth with 12 Q Okay. So the reason you didn't sign the
13 our attorney in regards to an escrow, if he would 13 contract that was presented to you in June 2018 by
14 hold escrow, if they would pull back after 90 days, 14 Manny is because the parties were not able to come to
15 who would be able to get the escrow back, et cetera, 15 an agreement on the terms for the seller to stay in the
16 et cetera, that the buyer at that moment did not 16 property for a period of time after the sale; is that
17 want to sign and did not agree with. So how they 17 right?
18 did not agree with, that is why we did not proceed 18 MS. DE ALEJO: Object to form.
19 with this sales contract. And an email -- 19 THE WITNESS: That is not the only reason.
21 Q I am not totally clear, so I'm going to try to 21 Q Is that one reason?
22 ask it in a way that I can understand. 22 A That is one reason, yes.
23 A Sure. 23 Q What's another reason?
24 Q The reason you didn't sign the contract in 24 A The timing at that moment was not good, as we
25 June 2018 was because you could not agree to terms on 25 did not find a property to be able to move into, and
Page 123 Page 125
1 who would hold the escrow? 1 there was nothing in the market for us to move to.
2 A No, that's not accurate. It's not who would 2 We went and we saw properties. We looked for
3 hold the escrow. They had, I believe it was 600,000 in 3 properties. Manny and Vince picked us up. There was
4 escrow that they were going to be putting -- they had 4 nothing we liked. So we were not under contract. We
5 down. And there was an affidavit that was going to be 5 had the ability to say "we don't want to proceed," and
6 signed in regards to how many days the buyer would have 6 that's what we did.
7 in that property, that we would be able to -- that us 7 Q That has nothing to do with the question I am
8 as the sellers would be able to stay in that property 8 asking you.
9 or be able -- or be able to go out of the property. So 9 I am asking you for the reasons why you did not
10 we did not want the seller -- the buyer to be able to 10 sign the contract that was presented to you by Manny
11 back out when we were already getting into other 11 Chamizo in June 2018.
12 another contract because they had a time frame. 12 I have: Weren't able to come to the terms for
13 So they, when I say "they," I mean our attorney 13 the buyer to stay on the property. You said that was
14 and the buyer's attorney did not come into an agreement 14 one reason.
15 with the affidavit that we provided. 15 You said another reason was that the timing was
16 Q What -- 16 not right.
17 A Is it possible to bring up what I'm speaking 17 Were there any other reasons?
18 about because she keeps asking me the same question and 18 A Yes.
19 not knowing what we're talking about? 19 MS. DE ALEJO: Object to form.
20 Q I don't know what you're talking about. 20 THE WITNESS: We would have to look at the list
21 What affidavit are you referring to? 21 that the attorney sent. There was issues as well
22 A It's an email that is between Troy Nader and 22 with the commission, the language that my attorney
23 Luis and there's an attachment in regards -- it's an 23 sent to the seller's attorney was not the language
24 affidavit. They call it an affidavit, in regards to an 24 that was put correctly on the sales contract that
25 escrow of 600,000. 25 was sent to us for review.
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2 Q Okay. So another reason why you didn't sign the 2 Q Adriana, if you were asking for the buyer to pay
3 contract that was presented to you in June 2018 was 3 for the real estate commissions, why didn't you care
4 because of the commission terms? 4 how much the amount of commissions was?
5 A Correct. 5 A Because we knew that we needed to make the
6 Q What was wrong with the commission terms? 6 contract favorable for the buyer to agree to the terms.
7 A The commission terms were -- the commission 7 Q Okay. What's another reason why you didn't sign
8 terms said for seller to pay and we were asking our 8 the contract that was presented to you in June 2018, if
9 attorney for it be buyer's to pay. And when our 9 there is any other reason?
10 attorney sent it to their attorney, their attorney 10 MS. DE ALEJO: Object to form.
11 wrote the word "seller," which our attorney never 11 THE WITNESS: I do not remember.
12 specified that the seller would pay the commission. 12 BY MS. FISHFELD:
13 Q When did your attorney change the contract to 13 Q So you don't remember any other reason why you
14 say "buyer"? 14 did not sign the contract that was presented to you in
15 A He never -- he never changed the contract, as 15 June 2018, other than the ones that we've already gone
16 our attorney did not have the Word document of the 16 over?
17 contract. He sent emails with corrections to the 17 A Yes.
18 contract where he reduced the commissions on the 18 MS. DE ALEJO: Object to form.
19 contract. 19 BY MS. FISHFELD:
20 Q So you're saying he didn't input changes 20 Q And that's that you didn't come to terms on how
21 directly in the Word document. He expressed the 21 long the buyer would stay in the property after the
22 changes he wanted via email? 22 sale, is one, right?
23 A Correct. He sent an email and he listed -- he 23 A Yes. Correct.
24 listed the changes and he would list, like, the 24 Q The timing was not right is another, right?
25 section -- like the section -- whatever the section was 25 A Correct.
Page 127 Page 129
1 and the change that he wanted. 1 Q And the commission terms for the real estate
2 Q And one of the changes he wanted was about the 2 agents, right?
3 commissions to the seller's agent? 3 A Correct. And you're missing that we didn't find
4 A To both agents. 4 a replacement property.
5 Q To both the seller and the buyer's agents? 5 Q And because you wanted to find a replacement
6 A Yeah. There was no specific that it was one or 6 property?
7 the other. 7 A Correct.
8 Q What were the changes that your attorney asked 8 Q Any other reasons?
9 for on your behalf? 9 MS. DE ALEJO: Object to form.
10 A For the commissions to be reduced to 100,000 10 THE WITNESS: No, that is it.
11 each. 11 The replacement property needed to be found because
12 Q And that request came from All In One, right? 12 we were going to be doing a 1031 exchange so we
13 A Yes, from Eddy and I. We advised our attorney. 13 needed to make sure for tax purposes that we had a
14 Q So All In One wanted the commission terms to say 14 replacement property as you're just given a
15 that All In One would pay $100,000 to the seller's 15 six-month period to be able to find a replacement
16 broker and $100,000 to the buyer's broker? 16 property for the amount that you're selling the
17 MS. DE ALEJO: Object to form. 17 building for. So we needed to make sure that we
18 THE WITNESS: No, that's not what I said. 18 would find a replacement property and most likely, a
19 We advised our attorney that we wanted the buyers to 19 second property to be able to meet the 1031.
20 pay the hundred thousand and the hundred thousand. 20 BY MS. FISHFELD:
21 Our attorney sent an email with corrections; didn't 21 Q All right. I'm bringing up what I would like to
22 specify. And the buyer's attorney wrote "seller 22 enter as Exhibit 4.
23 will pay a hundred and a hundred." That is one of 23 (Plaintiff's Exhibit 4 was marked for
24 the reasons we did not accept the contract and did 24 identification.)
25 not move forward and did not sign the contract. 25 MS. FISHFELD: Alex, do you want to give her a
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1 copy of it? 1 (Plaintiff's Exhibit 5 was marked for
2 BY MS. FISHFELD: 2 identification.)
3 Q Take a moment to look it over and let me know 3 BY MS. FISHFELD:
4 when you're ready. 4 Q Take a look and after you've reviewed it, tell
5 A I will. Thank you. 5 me what this is.
6 I was able to read it. I am ready. 6 A I will. Thank you.
7 Q Okay, what is this? 7 THE WITNESS: Once we finish the questioning
8 A This is a letter of intent presented to All In 8 for this exhibit, could I take a five-minute break
9 One Investments Properties, LLC to Eduardo and Adriana 9 because I didn't go during lunchtime?
10 Fernandez where Vince Lago represents the buyer 10 MS. FISHFELD: Absolutely.
11 Imprenta Management. 11 THE WITNESS: Thank you. I'm ready whenever
12 Q Did Vince submit this to you and Eddy? 12 you are.
13 A I'm not sure if he submitted it to me directly, 13 BY MS. FISHFELD:
14 but mostly likely it would've been to Eddy. 14 Q So what is this?
15 Q If you go to Page 473, there's a section called 15 A This is a letter of intent presented to All In
16 "brokerage." 16 One -- All In One Investment Properties, Eduardo
17 A Yes. 17 Fernandez and Manny Chamizo copied.
18 Q And it says, "Purchaser warrants and represents 18 Q So it says in the address line "All In One
19 to be represented only by real estate broker Vince 19 Investments Properties, LLC and/or Eduardo Fernandez."
20 Lago, agent for RESF. Seller will pay a real estate 20 That's your husband, correct?
21 commission at closing of 3 percent of the purchase." 21 A Yes.
22 A Okay. 22 Q "CO Manny Chamizo III." What do you understand
23 Q So was it your understanding that the seller, if 23 "CO" to mean?
24 these terms were accepted, the seller would pay to 24 A I believe it's care of.
25 Vince Lago a commission of 3 percent of the purchase 25 Q And so why is this letter of intent addressed to
Page 131 Page 133
1 price? 1 All In One, care of Manny Chamizo?
2 A Yes. That's what was presented to us in this 2 A I do not know.
3 letter of intent, but we did not sign this letter of 3 Q Is it because you were represented by Manny as a
4 intent. We never agreed or accepted any of these 4 real estate broker?
5 terms. And this is nonbinding. 5 MS. DE ALEJO: Object to form.
6 Q It says that the purchaser is represented by 6 THE WITNESS: We were not represented by Manny
7 Vince Lago. But wasn't it your understanding that 7 Chamizo as a real estate broker. Manny Chamizo was
8 Vince was representing you as the seller? 8 informed that we were interested in selling this
9 A No. 9 property, if he had any buyers or knew anybody. So
10 MS. DE ALEJO: Object to form. 10 I'm sure as you showed before, that he prepared
11 THE WITNESS: No, that is not accurate. 11 priors. Maybe this person knew that he was -- that
12 We advised Vince that we were wanting to sell the 12 he knew something about this property that was not
13 property if he had any buyers, just like we advised 13 listed and he sent him this information. And
14 other Realtors in the Miami market that we were 14 maybe -- I'm not sure if these buyers ever came to
15 interested in selling. We did not have it listed 15 the office to look at the property or not, but we
16 exclusively with anybody. We had Realtors just like 16 never agreed or accepted this.
17 Vince, that would, if we would speak to them, and we 17 BY MS. FISHFELD:
18 advised them we're interested in selling. 18 Q All right. So it's your testimony you have no
19 So when this came, Vince was representing a buyer 19 idea why it says "All In One, care of Manny Chamizo"
20 that he brought to us. He was not representing the 20 there?
21 seller. He was representing a buyer. 21 MS. DE ALEJO: Object to form.
22 BY MS. FISHFELD: 22 THE WITNESS: It's not that I have no idea,
23 Q I'm showing you Exhibit 5. I'd like to enter 23 it's that this Realtor must have sent it to Manny
24 this as Exhibit 5. 24 Chamizo in regards to maybe conversations that he
25 25 had. I would have to say I do not know as I'm not
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1 able to assume. 1 changes you wanted was that the transaction would be
2 BY MS. FISHFELD: 2 closed and the deed and possession of the property
3 Q So does it appear that this buyer who submitted 3 would be delivered -- not from 60 days, you changed it
4 this letter of intent believed that Manny Chamizo was 4 to 30 days, right?
5 All In One's real estate agent? 5 A Yes.
6 MS. DE ALEJO: Object to form. 6 Q And then on the top of AIO470, there's a
7 THE WITNESS: Yes, that's what it appears. 7 handwritten note that "Seller will continue to show and
8 BY MS. FISHFELD: 8 accept backup offers until due diligence period is
9 Q You describe this as a letter of intent 9 completed."
10 addressed to All In One. But do you see handwritten 10 Is that another term that you wanted to change?
11 edits? 11 A Yes.
12 A Yes. That's my handwriting. 12 Q And Eddy Fernandez' initials are there?
13 Q That's your handwriting. 13 A Yes.
14 So we're looking at section one. There's a 14 Q And then Section 9 says, "The seller shall be
15 handwritten edit there, right. 15 responsible for payment of a real estate fee for 3
16 A Yes, where I change the sales price from 5.6 to 16 percent of the purchase price."
17 5.8 and Eddy Fernandez initialed. I had Eddy initial. 17 Do you see that?
18 Q So did you send these edits back to the 18 A Yes, I do.
19 potential buyer? 19 Q So you didn't change that, right?
20 A This -- I would say that these edits were sent 20 A But it is changed. That's why I said you don't
21 back to -- I'm not sure if the potential Realtor and 21 have the latest form of this. It was changed. So if
22 Manny Chamizo and Eddy were included in the email. I 22 you would be able to show us the updated form that was
23 do not know who was party to that email, how many were 23 sent, you would see that it was changed.
24 on that email that this was sent back to. 24 Q Yes, I have many questions about that change,
25 Q But this is All In One's counteroffer, right? 25 actually, and we'll get to that.
Page 135 Page 137
1 A There were various ones. I don't think you have 1 But in this iteration that I received at first
2 the final draft of this. There's other ones that 2 from you and your lawyer, there's no changes to Section
3 supersede this one. 3 9, right?
4 Q Is this a counteroffer by All In One? 4 A Correct.
5 MS. DE ALEJO: Object to form. 5 Q So you were willing to pay a 3 percent real
6 THE WITNESS: This is -- well, we never signed 6 estate commission at this time, right?
7 it, but these are terms that we requested and after 7 MS. DE ALEJO: Object to form.
8 this, we requested more changes in regards to this. 8 THE WITNESS: This had not been agreed or
9 BY MS. FISHFELD: 9 accepted. We did not sign this.
10 Q So this is a letter of intent submitted by the 10 BY MS. FISHFELD:
11 buyer marked up by you and Eddy Fernandez? 11 Q No. No. It wasn't agreed and accepted. But
12 A Correct. 12 you were negotiating and you sent back some changes and
13 Q And the purpose of the edits is to communicate 13 you didn't change that you were willing to pay 3
14 to the potential buyer the changes that you wanted, 14 percent of the purchase price to a Realtor, didn't you?
15 right? 15 A Correct. At that moment, we did not.
16 A Yes. Correct. 16 Q At that moment you were willing to pay a
17 Q And one of the changes that you asked for was, 17 brokerage fee, right?
18 you changed the purchase price from 5.6 million to 18 MS. DE ALEJO: Object to form.
19 5.8 million? 19 THE WITNESS: At that moment, we did not change
20 A Correct. 20 it.
21 Q And another change is that you wanted the -- you 21 BY MS. FISHFELD:
22 changed the due diligence period from 45 days to 22 Q At that moment you were willing to pay a 3
23 30 days, right? 23 percent brokerage fee?
24 A Yes, that's what it shows. 24 MS. DE ALEJO: Object to form.
25 Q And the closing date, Section 5, one of the 25 THE WITNESS: At that moment, we did not change
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1 Number 9. 1 A Yes, I do.
2 BY MS. FISHFELD: 2 Q What is it?
3 Q And you didn't change it because at that point 3 A It's communications back and forth with Manny,
4 you were willing to pay a brokerage fee? 4 myself, Eddy; revisions we did to the letter of intent.
5 MS. DE ALEJO: Object to form. 5 And that's it.
6 THE WITNESS: At that moment, we did not change 6 Q And Vince Lago, right?
7 Number 9. 7 A Yes. He is the Yahoo mail.
8 BY MS. FISHFELD: 8 Q Let's go to the bottom of the last page of this
9 Q Thank you. 9 document AIO9. It's an email dated March 9th, 2018,
10 Isn't it your practice, Adriana, to not change 10 from you, right?
11 terms of a contract when really you plan on changing 11 A Yes.
12 them down the line? 12 Q And it says, "Good morning, please see attached
13 MS. DE ALEJO: Object to form. 13 LOI with revisions we did. If you have any questions,
14 THE WITNESS: I really do not review contracts 14 please contact Eddy."
15 on a daily basis, so I wouldn't tell you if that is 15 Well, this email was being sent to Manny,
16 my practice. I would tell you that this was a 16 correct?
17 negotiation going back and forth. And I am sure 17 A It doesn't say who it is, but he's the one that
18 that you're aware that once you review a document 18 responds back to her, so yes, it was sent to him.
19 for the first time, you might put some changes and 19 Q Do you remember sending this email?
20 realize that additional changes need to be done the 20 A Yes. Yeah.
21 second time. 21 Q Well, did you send it to Manny?
22 And at the end, I did not agree or accept any of 22 A Right. But what I could not tell you is if
23 these terms. So many changes could have happened 23 maybe it was Manny, Vince and Eddy that were on the
24 from the initial changes that we did on this 24 email because it doesn't tell me who it was. I did
25 document. 25 send it to Manny because Manny does respond back around
Page 139 Page 141
1 BY MS. FISHFELD: 1 afterwards.
2 Q I'm not aware of that. Take a look at 2 Q You definitely sent it to Manny, but you don't
3 Exhibit 6, please, and let me know when you're ready to 3 remember if Vince and Eddy were also copied?
4 answer questions about it. 4 A Correct, because it doesn't show it. Correct.
5 A I don't have it yet. 5 Q It appears you're saying, "Please see attached
6 (Plaintiff's Exhibit 6 was marked for 6 LOI."
7 identification.) 7 So it appears you attached an LOI. Is that what
8 BY MS. FISHFELD: 8 you understand, too?
9 Q Okay. 9 A Yes.
10 MS. DE ALEJO: What is the Bates? 10 Q Which LOI were you attaching to your email? Do
11 MS. FISHFELD: AIO5 through AIO9 and it's Tab 11 you know?
12 6. 12 A It would have to be something to do with the ARA
13 I completely forgot you wanted to take a break. 13 Property Holdings because that's what was during that
14 THE WITNESS: Yes, I did. 14 time.
15 MS. FISHFELD: Let's do that now. I'm sorry, 15 Q Which one?
16 so sorry. 16 A ARA Holdings, the letter of intent you just
17 THE WITNESS: I'll be quick. 17 questioned me on.
18 MS. FISHFELD: It's fine. 18 MS. DE ALEJO: Let the record reflect, she's
19 (A break was taken from 2:30 p.m. to 19 referring to Exhibit 5.
20 2:34 p.m.) 20 MS. FISHFELD: Thanks.
21 BY MS. FISHFELD: 21 THE WITNESS: I'm not sure if it's that exact
22 Q We're on Tab 6. Adriana, let me know when 22 copy or the ones with the other revisions. But it's
23 you're ready to talk about it. 23 to deal with them because even in the language of
24 A Go ahead. 24 the email throughout, it corresponds with that
25 Q Okay. Do you recognize this document? 25 letter of intent.
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1 BY MS. FISHFELD: 1 A That's what Manny says on the email.
2 Q Okay. So then Manny writes back on March 12th, 2 Q So I asked you before what did Manny think the
3 2018, "Please note I reviewed the LOI counteroffer and 3 brokerage section needed to be changed to and you
4 I wanted to comment before I sent it to the buyer." 4 referred me to the next paragraph.
5 So he's referring to a counteroffer from All In 5 So is it that it needed to be changed that All
6 One to ARA, correct? 6 In One would pay Vince and Manny, and the buyer would
7 A Yes. 7 pay his own broker?
8 Q "The price at 5.8 is fine and I am comfortable 8 MS. DE ALEJO: Object to form.
9 saying they will probably pay it. 30 days DD is fine 9 THE WITNESS: That is what Manny is suggesting
10 as well, but 30 to close is too soon and you should say 10 for us to change it to.
11 '30 days with an option to extend for say, 10 days'." 11 BY MS. FISHFELD:
12 Do you understand him to be talking about the 12 Q So then look at the next email, and that's on
13 edits, the edits that you made to the letter of intent 13 AIO7, an email on March 13th, 2018, from Eddy
14 that we just went over? 14 Fernandez. And it says, "Good evening, Manny. Thank
15 A Yes. Up to right now, yes. 15 you for bringing us this offer. Today, March 13th, we
16 Q And then the last sentence of this email is, 16 must stay at 5.8 as I've mentioned with all commissions
17 "You left the brokerage where the buyer's broker is 17 on top." What did you understand that to mean?
18 making 3 percent of the sale, which needs to be 18 A I understood that to be that the buyer would pay
19 changed." 19 the commissions.
20 So what did you understand that sentence to be 20 Q What is that based on? What about that sentence
21 referring to? 21 makes you think that the buyers would pay the
22 A The brokerage just showed that the buyer's 22 commissions?
23 broker was making 3 percent of the sale. 23 A Because I speak with my husband and I know what
24 Q Okay. So is it true that the counteroffer we 24 we wanted in regards to this transaction, and that's
25 reviewed as Exhibit 5, is the same document that Manny 25 why I sent them the marked-up one that said buyers to
Page 143 Page 145
1 is discussing in this email? 1 pay.
2 A Yes. 2 Q So it's your testimony that saying "we must stay
3 Q Okay. Why did he think that the brokerage 3 at 5.8 million as I've mentioned with all commissions
4 section needed to be changed? 4 on top," means the buyer will pay your brokers'
5 MS. DE ALEJO: Object to form. 5 commissions?
6 THE WITNESS: Well, if we continue reading his 6 A Yes, that is what we referenced in this email.
7 email, we could see what he thought. He wrote, "I 7 Yes, that's what we said.
8 had mentioned that the sellers pay all the broker 8 Q Okay. So Manny and Vince were your brokers, but
9 fees. However, I think they will accept you saying 9 you expected the buyer to pay them, not the seller?
10 that you pay your brokers Vince and I, and the buyer 10 MS. DE ALEJO: Object to form.
11 pays his broker. Please revise and return so I can 11 THE WITNESS: Yes, that's what we said. We
12 get it to them this afternoon." 12 said that they would have the buyers pay.
14 Q So he's referring to a conversation with you 14 Q Okay. So there's no dispute that Manny and
15 and/or Eddy that the seller will pay all broker fees, 15 Vince were your brokers in this transaction?
16 right? 16 A In this transaction, no.
17 MS. DE ALEJO: Object to form. 17 Q No, there's no dispute, right?
18 THE WITNESS: I do not know. 18 A No, there's no dispute. But we never had a
19 BY MS. FISHFELD: 19 transaction. These are just letters of intent that
20 Q Okay. And he's saying that he thinks the buyer 20 were never agreed or accepted, just like we received
21 might accept you paying your brokers and the buyer 21 this from Vince and Manny, which, in essence, I believe
22 paying his own broker, right? 22 this was Manny, not Vince, we received from other
23 A Yes, that is what he writes in the email. 23 Realtors. They did not exclusively represent us.
24 Q And it says that your brokers are Vince and 24 Q Did you have any other offers other than the
25 Manny, right? 25 ones presented to you by Vince and Manny?
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1 MS. DE ALEJO: Object to form. 1 'at and upon closing and ending with the purchase
2 Asked and answered. 2 price.' Please replace with 'as agreed to by the
3 THE WITNESS: Yes, we had other letters of 3 seller and the two brokers.' Each broker will be
4 intents that were provided and I believe we had one 4 entitled to a commission of $100,000 or a total
5 other offer. 5 commission of $200,000 upon the closing of this
6 BY MS. FISHFELD: 6 transaction," right?
7 Q All right. Let's go to Exhibit 7, please. 7 A Correct.
8 (Plaintiff's Exhibit 7 was marked for 8 Q It doesn't say anything about changing the terms
9 identification.) 9 to be that the buyer will pay the commissions rather
10 BY MS. FISHFELD: 10 than the seller, right?
11 Q Okay. 11 A Correct.
12 A I know. I am ready when you are. 12 MS. DE ALEJO: Object to form.
13 I know this email. 13 THE WITNESS: But it does not say that the
14 Q So you recognize this email? 14 seller will pay.
15 A Yes. This is the email that I referenced back 15 BY MS. FISHFELD:
16 about an hour ago when my attorney sent directly to the 16 Q In the email it doesn't say anything about who
17 buyer's attorney, the changes that were needed 17 will pay, right?
18 initially on the contract for 3251 in June of 2018. 18 A It does not specify.
19 Q So this is an email thread between you Manny, 19 Q So whoever was agreeing to be responsible to pay
20 Troy Nader, Vince Lago and Eddy Fernandez, right? 20 the brokerage commissions would be whatever is written
21 A These are -- not necessarily were we all 21 in that iteration of the contract, correct?
22 together in the emails because it initially starts with 22 MS. DE ALEJO: Object to form.
23 just Troy and Luis Montello, when Troy sends him the 23 THE WITNESS: It was to change into the buyer
24 changes nobody is cc'd in that email. 24 to pay.
25 Then he forward -- he forwarded it to Eddy and 25 BY MS. FISHFELD:
Page 147 Page 149
1 myself, and then we sent it to Vince -- we sent it to 1 Q What do you mean? It doesn't say anything about
2 Manny for him to be involved and Vince as well and then 2 changing it to the buyer?
3 that's where Manny responds back and I respond back in 3 A That's why we didn't agree once it was sent back
4 the same email thread of Tuesday, June 5th, 2018. 4 to us.
5 Manny's responses are in blue. And my responses are in 5 Q So you made some changes to the brokerage
6 black, highlighted in yellow. 6 commission, right?
7 Q And so for the record, who is Troy Nader? 7 MS. DE ALEJO: Object to form.
8 MS. DE ALEJO: Objection. 8 BY MS. FISHFELD:
9 Asked and answered. 9 Q Right?
10 THE WITNESS: He is an attorney that 10 A Yes, there was a change, yes, as it's noted in
11 represented us reviewing the sales contract. 11 Number 5.
12 BY MS. FISHFELD: 12 Q And you did not change who would pay the
13 Q And who is Luis Montello? 13 brokerage commissions, right?
14 A He is the attorney that represented Alex 14 MS. DE ALEJO: Object to form.
15 Alvarez, 3251. 15 THE WITNESS: It was not changed.
16 Q So let's go to the very first email in the 16 BY MS. FISHFELD:
17 thread in the back of this document. It starts on 17 Q Correct. So then let's go up to the next email
18 AIO23. 18 in this thread, which begins at AIO21. And it's a
19 So this email is from your attorney to the 19 June 5th, 2018, email from Manny to Troy Nader, Vince
20 buyer's attorney laying out some changes you want to 20 Lago, Adriana Fernandez and Eddy Fernandez, right?
21 the contract, right? 21 A Yes.
22 A Yes. 22 Q And Manny says, "Good afternoon, all. I
23 Q Okay. And Number 5 on his list, which is 23 reviewed last night's comments to the buyer's attorney.
24 communicating, it says, "Section 16. Brokerage 24 In an effort to have a meeting of the minds, please
25 commission. Please delete the sentence starting with 25 note below."
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1 So what is your understanding of what Manny is 1 extension of 60 days for a total of five months."
2 communicating in this email? 2 So is it correct that Manny is saying the buyer
3 What is the purpose for his email, I should say? 3 can give you 60 days' tenancy with the option to extend
4 A He reviewed the changes and wanted to give his 4 for another 60 days?
5 opinion on the changes that we were requesting. 5 A No. He said that they could give us 90 days
6 Q And he was trying to move the ball forward in 6 with a possible one-time extension of 60 days.
7 order to make a deal happen? 7 Q Okay. Is that not what I said? Probably not.
8 MS. DE ALEJO: Object to form. 8 A You said 60, 60.
9 BY MS. FISHFELD: 9 Q So Manny was saying he would be able to
10 Q I mean, why did he provide his comments here? 10 negotiate for All In One to stay in a lease for
11 A I'm not exactly sure why he provided -- I mean, 11 90 days, right?
12 I guess he wanted to provide his input to us exactly 12 A I'm sorry. Could you repeat your question?
13 with the revisions that we requested, what -- you know, 13 Q Manny was saying that he would be able to
14 what he thought of them because he expressed his 14 negotiate a minimum of 90 days for a lease, right?
15 opinions in blue. 15 A He said they can do -- is give you 90 days with
16 Q And so it's because he wanted to try to get a 16 possible one-time extension of 60 days, for a total of
17 meeting of the minds, right? 17 five months. Well, because 90 plus 60 is five months.
18 A Yes. That's what he writes in the email. He 18 Q So Manny is saying he can negotiate for you a
19 writes, "In an effort to have a meeting of the minds, 19 five-month lease?
20 please note below" and then he expresses his opinion on 20 A Correct. Well, three-month lease and then a
21 some of the questions that we asked. 21 possible extension of two to equal five months, yes.
22 Q And I think you already said that his opinions 22 Q And then you write in yellow -- you write in
23 are written in blue font and then your responses to his 23 black highlighted in yellow, "Since we started showing
24 opinions are in black font highlighted in yellow, 24 this building, we had always mentioned we need up to a
25 right? 25 year with an opt-out clause with a 30-day notice."
Page 151 Page 153
1 A Yes, that's correct, Jessica. 1 So at this point, you wanted a year lease,
2 Q So let's look at Number 2. 2 right?
3 A Okay. 3 A Correct. Right. Just like what our attorney
4 Q And so now we're reading Number 2, which are the 4 had requested in the changes that are in black.
5 changes requested by your attorney. And it says, 5 Q And at that time, you weren't willing to accept
6 "Section 15. Post-closing occupancy. Seller is not 6 a lease for a five-month term?
7 occupying the property. As mentioned, the above tenant 7 A No.
8 is occupying the property. Please change the word 8 Q No, that's correct, right?
9 'seller' to 'tenants'. The tenant cannot vacate in 9 A No, that is correct.
10 90 days. The tenant is requiring one year tenancy with 10 Q Then the email above this back and forth --
11 the right to terminate earlier upon giving 30 days' 11 A Which email?
12 notice." 12 MS. FISHFELD: I am looking for it.
13 So you were requesting that you have tenancy in 13 BY MS. FISHFELD:
14 the building for up to a year with the right to 14 Q So the email that's on AIO20, it's another email
15 terminate earlier upon notice, right? 15 from Manny responding to your comments, and he gives
16 A Yes. 16 some input and then at the end he says, "I think that
17 MS. DE ALEJO: Object to form. 17 the best way to get us all off the ledge is to have a
18 BY MS. FISHFELD: 18 face-to-face with the buyer, explain each person's
19 Q And then Manny writes in blue his opinion on 19 viewpoint and see how we can move this forward. I
20 that, which is, "The buyers need the space for their 20 would invite your attorney to attend via telephone, if
21 business and they cannot give you a year. As I 21 not in person. Let me know if we can meet today at
22 mentioned in our meeting, this deal is set to close in 22 5 o'clock at your office with the buyer."
23 30 days and they are hard in 16 days. So the search 23 So what did you understand Manny to be saying in
24 for your next property starts on day 16. The most they 24 this email?
25 can do is give you 90 days with a possible one-time 25 A That he wanted to meet with the buyer and us at
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1 5 o' clock in our office. 1 A I am ready whenever you are. I don't know if
2 Q Did you have a face-to-face meeting with the 2 you're waiting for me.
3 buyer at your office? 3 Q Do you recognize this document?
4 A No, we didn't. We did not that day. No, we did 4 A Yes.
5 not. 5 Q What is it?
6 Q Did you have a phone call? 6 A It's exchange of emails between the attorney --
7 A I did not. From reading this, Eddy and him were 7 both attorneys in regards to the revisions requested on
8 going to have a conversation around 5:00 p.m., but we 8 the proposed contract.
9 were not in the office. We were leaving the following 9 Q Let's go to the very first email in the thread
10 day to Washington, D.C. for an award ceremony for my 10 which starts on AIO191.
11 daughter, so we were not able to have a face-to-face 11 A Yes.
12 meeting with them. 12 Q June 14th, 2018. It's an email from Luis
13 Q And then Manny asks again, "Can we gather 13 Montello and it's an email to Troy Nader, right?
14 everyone up at 5:00 p.m. in the office?" 14 A Yes, it is.
15 So he was really trying to get everyone in the 15 Q "It is my understanding that the parties have
16 same room to try to iron out these final details, 16 agreed that seller will have the right to extend the
17 correct? 17 closing for up to 90 days and to eliminate the post-
18 A Correct. And that's when I respond back letting 18 closing lease."
19 him know that I had already left for the day. I was 19 So the buyer had agreed to postpone the closing
20 running a few errands because I was leaving the next 20 for 90 days so you could stay in the building, right?
21 day, which he was aware of because I had said it in 21 A Yeah, that's what it says.
22 previous emails. 22 Q And then the second-to-last sentence says, "I
23 Q And then it says, "Eddy will call you," right? 23 trust the attached agreement is in order. And if it
24 A Right. 24 is, please have your client sign it and then return it
25 Q Do you know if Eddy did speak with Manny by 25 to me for my client's execution."
Page 155 Page 157
1 phone? 1 So the buyer's attorney believes that you guys
2 A I'm pretty sure if I said Eddy will call you, he 2 had a deal, right, essentially?
3 would've called him. 3 A Essentially, that's what he believes.
4 Q But you're not sure if that did happen or not? 4 Q The next email is from Troy Nader, your
5 A I am not sure. That was not part of that 5 attorney, to Luis Montello, the buyer's attorney,
6 conversation. 6 right?
7 Q So you wouldn't be able to answer a question of 7 A Yes, it is.
8 what exactly was discussed during that phone call? 8 Q June 15, 2018?
9 A I would not be able to. 9 A Yes.
10 Q So in this email thread, it's a key part of the 10 Q Right?
11 negotiations how long All In One will be able to lease 11 That's right, right?
12 a portion of the property, right? 12 A Yes, yes.
13 A Yes. 13 Q And he outlines three issues/hurdles that the
14 Q And Manny was really pushing to find terms that 14 seller has with the contract, right?
15 were acceptable for you, right? 15 A Yes.
16 A Manny was lowering the terms that were 16 Q Okay. The first remaining issue that All In One
17 acceptable to us. We wanted one year and he explained 17 had with the current version of the contract is that
18 his reasoning on why he thought the most he could get 18 Section 6 has language about post-closing lease that
19 was five months. 19 needs to be removed.
20 Q Okay. Let's go to Tab 8, please, to be entered 20 What is he referring to there?
21 as Exhibit 8. 21 MS. DE ALEJO: Object to form.
22 (Plaintiff's Exhibit 8 was marked for 22 THE WITNESS: He is referring to the post-
23 identification.) 23 closing lease that needed to be removed from the
24 BY MS. FISHFELD: 24 sales contract. They had done a 90-day extension of
25 Q Okay. 25 closing date.
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1 BY MS. FISHFELD: 1 any reason whatsoever will result in the deposit being
2 Q So you did not want the 90-day extension of 2 automatically turned over to my client the seller."
3 closing? 3 A Correct. After they got these revisions, that
4 A Yes, we did. You'll see in Number 3 our 4 is when the buyer's attorney sends an email to our
5 concerns about it. 5 attorney advising them that they will not be
6 Q Sorry, I am a bit confused. So you did want the 6 proceeding.
7 90-day closing extension? 7 Q And the next sentence of Troy's email says, "My
8 A Closing extension. 8 client and I are open to any suggestions that you might
9 Q You did want that? You did want that, Adriana? 9 have. The good news is that we are getting closer and
10 A Yes, we wanted the extension of the closing 10 we now have a motivated buyer and seller."
11 date. 11 So at this point, the parties were really close
12 Q I see why I was confused. 12 to making a deal, right?
13 Number 1 in Troy's email says, "Section 6 has 13 MS. DE ALEJO: Object to form.
14 language about post-closing lease that needs to be 14 THE WITNESS: If the changes that we wanted
15 removed." 15 were done, we were close to making a deal. But as
16 So you wanted to remove language about a post- 16 you can see on this email, we still had changes that
17 closing lease from the contract, right? 17 need to -- had to be agreed upon which were not at
18 A Correct. 18 the end agreed-upon by the buyer.
19 Q And then Number 2 is, "The closing date of 19 BY MS. FISHFELD:
20 September 6th needs to be changed to September 22nd," 20 Q So you were really close to coming to a deal
21 right? 21 except there were three issues that needed to be
22 A Yes. 22 resolved?
23 Q And then he says, "I believe we will have a 23 MS. DE ALEJO: Object to form.
24 contract in place by next week." 24 THE WITNESS: There were three issues that the
25 Do you see that? 25 attorney advised the buyer's attorney that needed to
Page 159 Page 161
1 A Yes, I do. 1 be resolved.
2 Q So your attorney also believed you were really 2 BY MS. FISHFELD:
3 close to coming to a deal, right? 3 Q And the seller's attorney was communicating
4 A Yes. 4 those on your behalf, right?
5 Q And then Number 3 is, "Our main concern is the 5 A Yes.
6 following." 6 Q And then the next email is from Luis Montello,
7 What is this talking about? What is your 7 the buyer's attorney, to Troy Nader, your attorney, on
8 understanding of what Number 3 in this list of 8 June 16th, 2018. And it says, "Troy, my client has
9 issues/hurdles means? 9 decided not to proceed."
10 A What it means is that if we would find another 10 So is it right that your understanding is that
11 property and we would be in a contract to purchase the 11 the buyer decided not to proceed because he was not
12 other property, these buyers still had time to be able 12 willing to agree to signing an affidavit that after the
13 to get out of the contract. And even though they had 13 due diligence period was over, failure to close for any
14 6,000 in good faith deposit in escrow for this 14 reason whatsoever would result in a deposit being
15 purchase, they would obviously be able to use 15 automatically turned over to All In One?
16 everything in their power to be able to get their 16 A Yes.
17 attorney to request for the return of deposit. And 17 Q Let's go to Tab 9 and it will be Exhibit 9.
18 then All In One Investments Properties would be stuck 18 (Plaintiff's Exhibit 9 was marked for
19 with two properties instead of one. 19 identification.)
20 Q And then the last sentence of Number 3 is the 20 MS. DE ALEJO: What's the Bates stamp?
21 affidavit issue that I had some confusion about 21 MS. FISHFELD: AIO49 to 71.
22 earlier. "One thought is that your client sign an 22 BY MS. FISHFELD:
23 affidavit after the due diligence period is over 23 Q Let me know when you're ready to talk about it.
24 stating that your client has satisfied itself with the 24 A I will. Just give me one minute; I am reviewing
25 inspections and acknowledges that failure to close for 25 it.
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1 I am ready, Jessica. Thank you. 1 says, "As Vince and I mentioned, this is the last
2 Q Do you recognize this document? 2 chance we have to engage the buyer."
3 A Yes, I do. 3 Do you see that?
4 Q What is it? 4 A Yes, I do.
5 A It's emails, including Manny, Eddy, Vince, and 5 Q So both Vince and Manny were talking to you
6 Elizabeth. Also, emails that Troy Nader and Luis 6 about trying to make this deal work, right?
7 Montello are part of. And I'm not sure, maybe you 7 A Not to me. I did not speak to them.
8 could clarify if the sales contract that is attached to 8 Q Okay. And then the last line says, "Ball is in
9 this email was sent to Manny Chamizo from Luis on 9 your court."
10 June 18th. 10 So do you understand that to mean that it was up
11 Q Okay. So let's look at the email on AIO49 from 11 to All In One whether it wanted to close this deal?
12 Manny on June 19, 2018. And it says, "Eddy, as 12 MS. DE ALEJO: Object to form.
13 discussed, I reached out to the seller's attorney to 13 THE WITNESS: Yes. That is what he is telling
14 make all the changes your attorney originally wanted 14 Eddy. I was not cc'd in this email.
15 were included." 15 BY MS. FISHFELD:
16 So my first question is: When he says he 16 Q Let's go to Tab 10.
17 reached out to the seller's attorney to make all the 17 (Plaintiff's Exhibit 10 was marked for
18 changes your attorney originally wanted, do you 18 identification.)
19 understand that he meant to say I reached out to the 19 BY MS. FISHFELD:
20 buyer's attorney? 20 Q Which will be introduced as Exhibit 10, please.
21 MS. DE ALEJO: Object to form. 21 A Ready when you are.
22 THE WITNESS: Yes, I understand what he meant 22 Q Adriana, do you recognize this document?
23 in the email. 23 A Yes.
24 BY MS. FISHFELD: 24 Q What is it?
25 Q And what do you understand him to be saying in 25 A It's a marked-up sales contract.
Page 163 Page 165
1 this email? 1 Q It's a draft purchase and sale agreement dated
2 A The changes that had been sent to the attorney 2 June 14th, 2018, right?
3 by the other attorney, he forwarded them to the 3 A Yes.
4 attorney to make the changes on the contract. 4 Q And there's some draft changes in this document?
5 Q So he was trying to convince the buyer's 5 A Yes, there is. Most of them are in bright from
6 attorney to make all the changes that your attorney 6 the sidelines in red.
7 wanted? 7 Q Whose edits are those?
8 A That's what he requested. Yes, he did request. 8 A I am not able to assume, so I do not know.
9 Q Did All In One request that Manny do that? 9 Q You don't remember?
10 A I do not remember. 10 A I don't.
11 Q It says, "As discussed." So -- 11 Q Okay. So based on the changes that are being
12 A To Eddy. That's not to Adriana. 12 made, you're not sure who was making these changes?
13 Q So it seems like Manny and Eddy had a 13 A It seems the changes on this marked up would
14 conversation about this at some point? 14 have been done by my attorney.
15 MS. DE ALEJO: Object to the form. 15 Q Why do you think that?
16 THE WITNESS: I do not know. 16 A Because they provided us the contract. So I
17 BY MS. FISHFELD: 17 don't think that they would mark up all these things if
18 Q Even though the buyer had said my client has 18 the contract was provided to us by the buyer; they
19 decided not to proceed, Manny was trying to save the 19 wouldn't have so many changes.
20 deal, right? 20 Q So if you go to AIO438, and you look at Section
21 A Yes. 21 15, it says, "Intentionally left blank." And someone
22 Q And what's your understanding of why he was 22 input that as a draft change. And then in a comment
23 trying to save the deal? 23 bubble I see the language that had been deleted and the
24 A To be able to close on a commercial transaction. 24 language that was deleted relates to All In One's
25 Q And then the last -- well, the next sentence 25 ability to lease a portion of the property.
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1 Do you see that? 1 Q We're back at Section 15 that we touched on a
2 A Yes, I do. I see that. 2 moment ago. If you look in the comment bubble that
3 Q So do you think that the buyer's attorney made 3 shows the text that was deleted, the text is about All
4 these comments? 4 In One's desire to lease a suite in the building,
5 MS. DE ALEJO: Object to the form. 5 right?
6 THE WITNESS: I do not know. 6 A Correct, yes.
7 BY MS. FISHFELD: 7 Q It provides that All In One shall have the
8 Q Because it wouldn't make sense for your attorney 8 option to lease a portion of the property for up to 90
9 to remove the lease provisions that you wanted in the 9 days, right?
10 contract, right? 10 A Uh-huh.
11 A I do not know. 11 Q And rent shall be $33,600 per month?
12 Q Okay. Was this the last iteration of the 12 A Uh-huh.
13 contract that was exchanged between All In One and Alex 13 Q And the lease for up to 90 days was not enough
14 Alvarez in June 2018? 14 for All In One at that time, right?
15 MS. DE ALEJO: Object to form. 15 A I do not remember.
16 THE WITNESS: I do not know. This is dated 16 Q Let's go to Page AIO438. Oh, we're already
17 June 14th, and you provided in your previous exhibit 17 there.
18 that Manny Chamizo received a contract on June 19th, 18 Go to the next section, Section 16. It's a
19 so I do not know. 19 section about brokerage. And it says, "Buyer and
20 BY MS. FISHFELD: 20 seller each represent and warrant to the other that
21 Q Okay. Go to page AIO429. 21 neither has had any dealings with any person, firm,
22 A Okay. 22 broker or finder other than One Sotheby's International
23 Q And Section 4C is entitled "Closing Date" and 23 through its agent Manny Chamizo III, seller's broker
24 there are some edits made to that section. 24 and ERD Investments, LLC through its agent Elizabeth
25 Was there a point of contention between All In 25 Diaz, buyer's broker."
Page 167 Page 169
1 One and the buyer relating to the timing of the 1 So in this transaction Manny Chamizo was the
2 closing? 2 seller's broker, right?
3 MS. DE ALEJO: Object to form. 3 A Yes.
4 THE WITNESS: Could you please repeat the 4 Q And Elizabeth Diaz was the buyer's broker?
5 question? 5 A Yes.
6 BY MS. FISHFELD: 6 Q And it says, "As agreed to by seller and
7 Q Was there a point of contention between All In 7 brokers, upon and at the closing, seller shall pay each
8 One and the buyer relating to the timing of the 8 broker a commission of $100,000 for a total commission
9 closing? 9 of $200,000," right?
10 MS. DE ALEJO: Object to form. 10 A Yes. That's what it says.
11 THE WITNESS: Yes. 11 Q Okay. So at this point in the negotiations, on
12 BY MS. FISHFELD: 12 June 14th, 2018, All In One was willing to pay each
13 Q What was it? 13 broker, the seller's broker and the buyer's broker,
14 A We requested in our last email a 90-day 14 $100,000 each, right?
15 extension. Across this whole contract it says, "ML 15 MS. DE ALEJO: Object to form.
16 draft, June 14, 2018, marked." The buyer's attorney's 16 THE WITNESS: I do not know.
17 name was Luis Montello. I'm not sure if the ML is for 17 BY MS. FISHFELD:
18 him. 18 Q Well, this is a draft contract that was being
19 Q Yeah. Okay. Was this point of contention that 19 negotiated between your attorneys, right?
20 we just spoke about regarding the closing date, was 20 A Yes, it is. But it hadn't been accepted and we
21 that significant to All In One? 21 still had terms that we were changing, so I do not
22 A Yes, it was because we needed the time to be 22 know.
23 able to find a property, so yes, it definitely was. 23 Q Right. But there's no changes to Section 16,
24 Q Now go to Page 438, AIO348. 24 right?
25 A Yes, I am here. 25 A I do not know who made these changes to this
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1 contract on that date. 1 MS. DE ALEJO: Object to form of the question.
2 Q That's not my question. There are no changes to 2 THE WITNESS: We would have to compare both to
3 Section 16? 3 see exactly if the sales -- I am not sure if the
4 A Correct. But I do not know who made the changes 4 sales prices were done; the lease language might be
5 to that contract on that date. 5 different. We would have to go one by one and check
6 Q So at this point, All In One was willing to pay 6 every section to see what was different.
7 a hundred thousand dollars to the seller's broker and 7 BY MS. FISHFELD:
8 the buyer's broker? 8 Q So nothing significant stands out in your mind
9 MS. DE ALEJO: Object to form. 9 of what was different?
10 Asked and answered. 10 MS. DE ALEJO: Object to form.
11 THE WITNESS: No, because we didn't accept 11 Mischaracterizes the testimony.
12 this. 12 THE WITNESS: That's not what I said.
14 Q But you were negotiating these terms, were you 14 Q I didn't characterize any of your testimony. I
15 not? 15 asked you a question.
16 A Yes. We were going back and forth with the 16 The question is: Does anything significant
17 attorneys. 17 stand out in your mind that was different from this
18 Q Right. And the terms that you were negotiating 18 contract and the one that you signed with Alex Alvarez
19 had that the seller would pay both brokers, right? 19 less than a year later?
20 MS. DE ALEJO: Object to form. 20 A Well, we had a lease provision on the one that
21 THE WITNESS: That is what it says on this 21 we signed with Alex Alvarez, time periods were
22 contract. It's not what we agreed on. 22 different. I believe sales price was also different
23 BY MS. FISHFELD: 23 that we closed. Those are the things that stand out.
24 Q Well, you didn't make any changes to it? 24 Q All right. So the lease provisions and the
25 A We -- 25 sales price are the things that stand out in your mind
Page 171 Page 173
1 MS. DE ALEJO: Object to form. 1 that were different from this contract and the one that
2 Do you have a question? 2 you signed less than a year later?
3 THE WITNESS: We never proceeded with an 3 MS. DE ALEJO: Object to form.
4 executed contract. We never went forward. 4 THE WITNESS: Yes.
6 Q So you never sold the property to Alex Alvarez? 6 Q Okay. Let's go to Tab 11.
7 A Yes, I did. As you're aware, I sold the 7 (Plaintiff's Exhibit 11 was marked for
8 property to Alex Alvarez in June of 2019. I am talking 8 identification.)
9 about the contract that you're having me review, which 9 BY MS. FISHFELD:
10 is a contract which says a draft on June 14th, 2018, 10 Q This will be Exhibit 11, please. Do you
11 that is not signed by myself or my husband, which are 11 recognize this document?
12 the only individuals that could sign on behalf of All 12 A Give me a second; I don't have it in front of
13 In One Investment Properties. 13 me.
14 Q So in June 2018, you were working on a contract 14 Yes, we're good. Let's go.
15 with Alex Alvarez, and it provided that the seller 15 Q You recognize this document, right?
16 would pay for the broker fees. And in less than a year 16 A Yes. Yes, I do.
17 later, you have a contract with Alex Alvarez and it 17 Q What is it?
18 says that you don't have any broker, right? 18 A It's an email that -- it's a continuation of, I
19 MS. DE ALEJO: Object to form. 19 believe, it was your Exhibit 10, probably, or 9. It's
20 THE WITNESS: Yes. The contract that we closed 20 just a continuation of the email. That's what it is.
21 on does not have a broker representing us. 21 And it's when we emailed -- so you have the initial --
22 BY MS. FISHFELD: 22 Luis sending Manny an email, Manny sending us an
23 Q What else was different about that contract that 23 email -- sending Eddy the email letting him know this
24 you signed, other than you removed Manny as your 24 is the last chance, ball is on his court. And then
25 broker? 25 Eddy responds back the following day letting him know
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1 that we're not moving forward. 1 kept on realizing through the months that they sent us
2 Q So Manny told Eddy that this was his last chance 2 letters of intents, not only them, but other Realtors
3 to engage the buyer, right? 3 sent us letters of intents, and Eddy and I and our
4 A Yes. And the ball was on Eddy's court, yes. 4 assistant would be looking at properties and seeing if
5 Q And then Eddy emailed Manny and copied Vince 5 there was anywhere that we could take our office to.
6 Lago and Elizabeth Diaz. And he said, "After giving 6 We realized that there was really nothing in the market
7 this contract serious consideration, we have decided 7 at the time. There was nothing in the market and then
8 not to accept the contract." 8 we understood why we had so many people that wanted
9 So Eddy said that he had given this contract 9 that building and they had that constant interest even
10 serious consideration. Were you and Eddy seriously 10 though we didn't have the building listed. So that's
11 considering entering into this contract? 11 what he means by the timing was not right. It wasn't
12 A Yes. We took our time looking at everything and 12 right.
13 looking at all of the provisions and getting -- 13 Q So he's saying that the reason why you couldn't
14 reviewing everything, spending time with our attorney 14 accept the contract is because the timing was not
15 going over the contract that been presented to us by 15 right, right?
16 the buyer's agent. And we also spoke with our attorney 16 MS. DE ALEJO: Object to form.
17 in regards to 1031. We did a lot of due diligence. So 17 THE WITNESS: That's what it says.
18 yes, I would say that we had a serious consideration 18 BY MS. FISHFELD:
19 for this contract. 19 Q And he says three months ago, it would've been a
20 Q And there were a lot of negotiations back and 20 different story. What did he mean by that?
21 forth to try to make this deal, right? 21 A I do not know what he means exactly by three
22 MS. DE ALEJO: Object to form. 22 months ago it would've been a different story.
23 THE WITNESS: Within that two-and-a-half week 23 Q So this was really a timing issue, right?
24 period, yes. 24 A This was a timing issue and we never were able
25 BY MS. FISHFELD: 25 to agree on terms that were favorable to us and that we
Page 175 Page 177
1 Q And Manny was involved in those negotiations, 1 accepted and a timing issue has to do not only with the
2 right? 2 time, but where are we going to go, how are we going to
3 A Yes. As Manny was, as Elizabeth Diaz, as Alex 3 do this? We already had filed tax returns on that
4 Alvarez, as Vince Lago, as Luis Montello and Troy 4 property, losses we had put for that property. What
5 Nader. 5 was going to be the tax? So there was a bunch of
6 Q And everyone was working hard to try to iron out 6 different components. It was not: We're going to sell
7 the details of the contract terms? 7 this, we're going to make money and we're done. You
8 A Everybody was working to try to figure this out. 8 have to look at the whole picture and see exactly how
9 Q And you came very close to a deal, right? 9 we were going to be able to move forward.
10 MS. DE ALEJO: Object to form. 10 Eddy and I, when we make decisions, we sit down,
11 THE WITNESS: We did not agree with what was 11 we review everything. We look at the pros, we look at
12 provided to us, so that's why we did not accept the 12 the cons. Yes, this contract was a good contract, but
13 contract. 13 there were terms that we couldn't accept and at that
14 BY MS. FISHFELD: 14 moment, we couldn't move forward with the contract.
15 Q But you came close to coming to a deal, right? 15 The timing was not right. We couldn't move forward
16 MS. DE ALEJO: Object to form. 16 with a contract with having all these other open-ended
17 THE WITNESS: Yes, we came close, but we did 17 items that we had not been able to resolve.
18 not come to any -- any deal. 18 Q So all of the components you're talking about:
19 BY MS. FISHFELD: 19 You didn't have place to go, you couldn't get the lease
20 Q And then he says, "Unfortunately, the timing is 20 ironed out, it all came out to it wasn't a good time
21 not right and as I mentioned, three months ago it 21 for you to sell the property, right?
22 would've been a different story." 22 MS. DE ALEJO: Object to form.
23 What did Eddy mean when he said the timing is 23 BY MS. FISHFELD:
24 not right? 24 Q Is that right?
25 A We didn't -- we didn't find the property. We 25 A Yes, that's what I said. And that's what the
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1 email says, too. 1 BY MS. FISHFELD:
2 THE COURT REPORTER: Can we take a five-minute 2 Q But it's your testimony, even though that's what
3 break? 3 the draft contract said, you had no intention of ever
4 MS. FISHFELD: Let's take a five-minute break 4 paying Manny and Vince a commission?
5 starting now. 5 MS. DE ALEJO: Object to form.
6 (A break was taken from 3:43 p.m. to 3:50 6 BY MS. FISHFELD:
7 p.m.) 7 Q Is that your testimony?
8 MS. FISHFELD: You guys are ready? 8 MS. DE ALEJO: Mischaracterizes the testimony.
9 THE WITNESS: Yes. 9 THE WITNESS: That's not what I am saying. I
10 BY MS. FISHFELD: 10 am saying that the contract, that specific contract,
11 Q All right. We were discussing Exhibit 11. The 11 we wanted the buyer to pay broker for the seller and
12 next sentence of Eddy's email says, "Manny and Vince. 12 for the buyer, the commission in this specific
13 Thank you for all of your hard work and we are truly 13 contract that you're speaking to me about.
14 sorry for the results of this contract." 14 BY MS. FISHFELD:
15 Why did Eddy say this to Manny and Vince? 15 Q Right. So it's your testimony that even though
16 A Because they worked on this contract that we 16 the draft contract says All In One will pay the broker,
17 were no longer going forward with. 17 really you did not intend to pay a broker fee?
18 Q Manny and Vince had put in a lot of hard work to 18 MS. DE ALEJO: Object to form.
19 try to make this deal, right? 19 THE WITNESS: We never finished negotiations,
20 MS. DE ALEJO: Object to form. 20 so I cannot assume what would have happened with
21 THE WITNESS: Yes. He puts there, "Thank you 21 this contract as we never agreed or accepted to any
22 for your hard work." 22 of the terms of this contract.
24 Q And he says, "We are truly sorry for the results 24 Q But the contract that we reviewed and you agree
25 of this contract." 25 you came really close to coming to a deal, says that
Page 179 Page 181
1 Why did Eddy apologize to Manny and Vince? 1 All In One will pay the broker fees; is that right?
2 A I'm sure he felt bad that we didn't sign the 2 A Yes, it did say that.
3 contract and that they were on these emails and 3 Q Okay. After this email on June 20th, 2018, from
4 speaking to us in regards to the sales contract that we 4 Eddy apologizing to Manny and Vince, did you believe
5 never were able to come to terms with and agree on. 5 that negotiations with Alex Alvarez had ceased?
6 Q And because if All In One had signed that 6 A Yes, they had. If you reference the email, Eddy
7 contract, All In One would've paid Manny and Vince a 7 addresses Elizabeth, which was the broker for the buyer
8 hundred thousand dollars, right? 8 and said, "I apologize to your client and you. At this
9 A No. As I had said previously, it was our 9 time our building will not be in the market."
10 intention that the buyer would pay the real estate 10 Q After this email of June 20th, 2018, did you
11 commission. 11 receive any other offers to purchase the property?
12 Q Even though the contract said that All In One 12 A I do not remember.
13 would pay it? 13 Q So earlier today you told me that All In One had
14 MS. DE ALEJO: Object to the form. 14 received a handful of other offers from other real
15 THE WITNESS: The contract was never signed or 15 estate agents. To your recollection, were those all
16 accepted by either Eddy or myself. 16 before June 20th, 2018?
17 BY MS. FISHFELD: 17 A I do not remember as we did list the property at
18 Q So the draft contract that you were negotiating 18 the end of September of 2018. We listed the property
19 that you came very close to signing, said that All In 19 under Eddy Fernandez and we had -- and we created an
20 One would pay Manny and Vince a hundred thousand 20 offering memorandum. So we did have prospective buyers
21 dollars, right? 21 come to the property.
22 MS. DE ALEJO: Object to the form. 22 Q You referenced earlier some text messages that
23 THE WITNESS: Yes. But that is a draft 23 you remember Manny sending to your husband in June
24 contract. That is not an accepted or agreed-upon 24 2018.
25 contract. 25 A Yes. They were on June 22nd, 2018, a Friday.
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1 Yes, he sent group text messages. 1 on a trip, maybe nine times in my life. I do not Roly
2 Q Who was on the group text message? 2 Benitez. If I see him today, I don't even know if I
3 A Vince Lago, Roly Benitez, Eddy Fernandez, Manny 3 would recognize him because I haven't seen him in
4 Chamizo. 4 probably, maybe -- I don't know, more than seven years,
5 Q Who is Roly Benitez? 5 I would say.
6 A Roly Benitez is a man that Eddy was friends with 6 Q So you and your husband went on a weekend trip
7 since elementary school and worked with -- worked for 7 with Roly Benitez at some point?
8 until 2006. 8 A Yes. When my husband and I first started
9 Q And what happened between Roly Benitez and your 9 dating, yes, because he worked for the same company.
10 husband in 2006? 10 He worked for Roly Benitez and Roly Benitez had a
11 A Eddy left the company that Roly Benitez used to 11 company trip on a Memorial weekend of 2006. And we
12 own and opened up his own company and the friendship 12 went to Montana, horseback riding, white water rafting.
13 dwindled. 13 Q I don't really need to know the details.
14 Q So is it true that Roly Benitez and your husband 14 A You're asking me about the trip. I'm just
15 no longer get along? 15 telling you.
16 A They do not speak to each other. They are not 16 Q I'm not asking you about the trip.
17 friends. 17 And then your husband left Roly Benitez'
18 Q Is it true that they are nemeses? 18 company, right?
19 MS. DE ALEJO: Object to the form. 19 A Yes. They got into an argument. They did not
20 THE WITNESS: I mean, we as a couple have ran 20 agree on certain things and Eddy left in the summer of
21 into Roly Benitez, have said "hi" to Roly Benitez 21 2006.
22 and have had no issues personally or business with 22 Q And he left on bad terms, right?
23 Roly Benitez since Eddy left there in 2006. He has 23 MS. DE ALEJO: Object to form.
24 not acted in any wrong way towards Eddy or Eddy 24 THE WITNESS: I'm not sure if they were bad
25 towards him. 25 terms or not. I am not the right person to ask.
Page 183 Page 185
2 Q But you mentioned that the friendship dwindled, 2 Q Well, you said they got into a disagreement,
3 right? 3 right?
4 A Yes, it did because my husband left the company 4 A Yeah. But in business you might get into a
5 and they were in disagreements. So they are no longer 5 disagreement in regards --
6 friends. But I would not use the word "nemesis." 6 Q And it resulted in them no longer speaking to
7 Maybe that's why Manny Chamizo put him on the text 7 each other?
8 message, to maybe instill fear in my husband while 8 A Yeah, correct. Like any employee that might
9 Manny was telling my husband that he was going to beat 9 leave a company.
10 him up, and next time he would see him, to watch out 10 Q After the text messages on June 22nd, 2018, that
11 for him. Maybe that's why. Maybe Manny, your client, 11 you referenced, did Vince and Eddy continue to have a
12 decided to instill fear like he has been doing to us 12 cordial relationship?
13 this whole entire time during also this legal suit that 13 A Vince -- after the text messages -- that same
14 we have right now. Maybe you should ask your client 14 day of the text messages, Eddy called Manny and Manny
15 that. 15 didn't answer and he called Roly and Roly didn't
16 Q So is it true that Roly Benitez does not like 16 answer. Vince didn't answer either. And Vince -- Eddy
17 your husband? 17 texted Vince and Vince told him, oh, I don't know,
18 A I do not know Roly Benitez, so I would not know 18 let's go and have -- let's go and have breakfast.
19 if he likes him or doesn't like him. How I said, I 19 And they went to go have breakfast. First he
20 know that they are not friends. 20 said let's go -- my husband said, well, let's go to the
21 Q You don't know Roly Benitez? 21 place in the Gables. He said, no, no, I don't want to
22 A No. I met my husband in 2005. I probably saw 22 go because I don't want to go there because I don't
23 Roly Benitez in 2005 till 2006 before my husband left, 23 want to be part of a scene. My husband asked, what
24 maybe a handful of times. That's it. And one was a 24 scene? He said, well, Roly and Manny go and have
25 weekend trip. So if you want to count the days we were 25 breakfast there a lot; let's meet somewhere else that
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1 they're not there. 1 pick up from there.
2 So they met on U.S. 1 at Bagel Emporium right by 2 So go ahead, Marlene, and read back to us the
3 U.M., and Eddy asked him why would Manny, you know, 3 four questions and answers and then I'll pick up
4 send those text messages. And then that's where Vince 4 from there.
5 advised my husband that Manny, you know, sometimes has 5 (Thereupon, the requested portion of the record was
6 habits of maybe drinking a little too much alcohol, so 6 read back by the reporter as above recorded.)
7 he gets liquid courage. And he has some financial 7 BY MS. FISHFELD:
8 issues. So, you know, worry about it. I am asking him 8 Q Let's go to Exhibit 12. This will be Tab 12.
9 to take me off the text. 9 A I am ready, Jessica.
10 So Vince asked in that group chat if he could be 10 Q Okay, now my computer is having issues sharing
11 please removed from the group chat. And Manny did -- 11 my screen, but I understand that you have the document
12 eventually did remove him from the group chat and Roly 12 there and I have a copy here. So let's just go through
13 never responded to those text messages. Didn't say 13 this, if you don't mind.
14 anything back in that time frame in June of 2018. 14 A No, I do not. I do have the paper copy.
15 Q So back to my question that I asked you: After 15 MS. DE ALEJO: Just identify the Bates-stamped
16 those text messages, did Vince and Eddy continue to 16 number.
17 have a cordial relationship? 17 MS. FISHFELD: This is Exhibit 12. Lago28 to
18 A Yes. They went to breakfast that time. They 18 Lago31.
19 probably texted a few times, and I think that after 19 (Plaintiff's Exhibit 12 was marked for
20 that, they really didn't -- they really didn't speak 20 identification.)
21 much. But there was never anything malice towards -- 21 BY MS. FISHFELD:
22 towards Vince or anything like that. He was always 22 Q Adriana, there's a September 4, 2018, text to
23 fine. We just -- he didn't continue communications 23 Eddy to Vince on Lago29, right?
24 with him. 24 A Yes, there is.
25 Q And Eddy did not continue communications with 25 Q "Adriana and I have decided to live 3251 Ponce
Page 187 Page 189
1 Vince? 1 de Leon." Is it your understanding that he intended to
2 A No, not that Eddy didn't continue. There was 2 say "we decided to list 3251 Ponce de Leon"?
3 just nothing going back and forth. We have the text 3 A It is my understanding that he wanted to say
4 messages from them. 4 Adriana and I have decided to sell 3251.
5 Q Well, didn't Eddy ask Vince to help him list the 5 Q And next it says, "Our asking price will be
6 property after that? 6 $6,450,000."
7 A Yes, he did. That's why I said for a couple of 7 Why is the asking price higher now than it was
8 months they did speak before, but after that, we 8 before?
9 haven't spoken to Vince in a very long time. 9 A Some time has passed. At that moment, Eddy had
10 Yes, in September of 2018, Eddy reached out to 10 run some CMAs and that was the asking price that we
11 Vince asking Vince if he wanted to list the property. 11 came up with.
12 He followed up with Vince about two or three times. 12 Q Okay. And it says, "There will be a 4 percent
13 Vince said, I am going to look at the CMA, et cetera, 13 total commission for selling and listing broker."
14 et cetera. 14 What do you understand Eddy to be saying with
15 Then Vince didn't get back to Eddy. So Eddy 15 that sentence?
16 told Vince, well, if Eddy gave the price to Vince, 16 A That there would be a 4 percent total commission
17 Vince said, oh, I think you're pricing yourself out of 17 for selling and buying broker, as selling and listing
18 the mark -- 18 is one in the same. I believe it was just an error in
19 (A recess was taken at 6:03 p.m. due to Internet 19 Eddy's part that he wrote "selling and listing" instead
20 interruption, after which the following proceedings 20 of putting "selling and buying broker."
21 were had:) 21 Q Okay. So at this point in time, September 2018,
22 MS. FISHFELD: All right. This is Jessica 22 All in One was willing to pay a commission to both the
23 Fishfeld. Our deposition had a disconnection and we 23 seller's broker and the buyer's broker, right?
24 are now going to have Marlene read back to us the 24 A Yes, as long as our sales price would be
25 last few questions and answers and we're going to 25 6.4 million.
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1 Q And then the text message said, "I am reaching 1 negotiation of the contract that had been offered for
2 out to you, if you would like not to list this 2 3251.
3 building, we will list it ourself." 3 Then in September, about two months
4 Do you understand that to mean that Eddy is 4 after September 19th, 2018, Elizabeth Diaz, which
5 asking him if he wants to list the property for All In 5 represented Alex Alvarez, sends an email to Eddy that
6 One? 6 he -- that she had spoken to Vince Lago and that he had
7 A Yes. 7 advised her that we were going to be listing the
8 Q And he says, "I don't intend on giving out this 8 property for 6.4 million.
9 listing to anybody else." 9 Elizabeth goes on to say in the email that Eddy
10 Do you understand what Eddy meant by that? 10 had a contract in hand for 6 million, gave information
11 A Yes. That if this wasn't -- if Vince did not 11 in regards to property sold in the Gables, price per
12 want to list the property, which, in fact, he didn't 12 square feet, if Eddy believed that it would merit them
13 want to, as Eddy would not reach out to another 13 getting together and concluding a transaction.
14 commercial broker to list the property. He would just 14 Q All right. Let's stop there. In this email
15 list it himself as he is a broker and as he did. 15 that you're referring to from Liz Diaz she says, "Eddy,
16 Q So Eddy and Vince at this point in time, in 16 you have contract in hand that we have both spent time
17 September 2018, they still had an amicable business 17 and money preparing. Why not consider this instead of
18 relationship, right? 18 starting the process all over again?"
19 A Yes, they did. 19 Do you understand that to mean that Liz was
20 Q Even following the aggressive or rude text 20 reaching out to Eddy to restart negotiations regarding
21 messages that your husband received from Manny Chamizo? 21 the sale of the property to Alex Alvarez?
22 A Yes. When those text messages were received, 22 MS. DE ALEJO: Object to form.
23 Vince apologized to Eddy for him being in the middle of 23 THE WITNESS: Yes, that was her intention, but
24 it and that he wanted no part in it. He didn't want to 24 we did not go through.
25 be part of anything that Manny had to say and that's 25 BY MS. FISHFELD:
Page 191 Page 193
1 why he had been requested to be taken out of the text 1 Q And then the next email is from Eddy to Liz on
2 message. 2 September 19, 2018, saying, "Good afternoon, Elizabeth.
3 Q Why didn't Eddy just list the property himself 3 I have received authorization from Vince to go ahead
4 at this time? Why did he ask Vince if he wanted to 4 and talk to you."
5 list it? 5 And then the next email is from Liz to Eddy on
6 A Because Vince had previously brought buyers to 6 September 19th, 2018, saying -- sorry.
7 Eddy, so he was asking him if he wanted to list it. 7 The next email is from Liz to Vince on
8 Q All right. Let's go to Tab 13. 8 September 19th, 2018, forwarding him that communication
9 (Plaintiff's Exhibit 13 was marked for 9 with Eddy saying, "FYI. See below."
10 identification.) 10 Do you see that?
11 BY MS. FISHFELD: 11 A Yes.
12 Q Okay. 12 Q Vince responds to Liz that same day saying,
13 A I am ready whenever you are. 13 "Good luck. Let's strike a deal. Maybe you have
14 Q I'm going to try to share my screen a little 14 better luck."
15 bit. It's still giving me a little trouble. 15 Do you understand that Vince is telling Liz that
16 A I have the paper copies of them. 16 he hopes that she could communicate with Eddy and close
17 Q Okay. I was able to get it to work. So we are 17 the deal that you all had been working on?
18 on Exhibit 13 and this is AIO181 to 184. 18 MS. DE ALEJO: Object to form.
19 Do you recognize this document? 19 THE WITNESS: There was no -- there were no
20 A Yes. 20 contracts that we agreed upon and my interpretation
21 Q What is it? 21 is that he is wishing her luck with us if we would
22 A It is a continuation of an email that Eddy 22 accept whatever it is she is trying -- whatever
23 initially -- Eddy on Wednesday, June 20th, 2018, sent 23 contract she's trying to fair price-wise to see if
24 an email to Manny, Vince, Elizabeth and myself to 24 she would have better luck with us, as we didn't
25 advise that we no longer are going to proceed with the 25 accept any of the terms or agreed on the terms
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1 provided to us back in June. 1 A Yes, I do see that.
2 BY MS. FISHFELD: 2 Q Why did Eddy ask Liz to email him the email from
3 Q So based on this email, Vince is hoping that you 3 last year when Vince said that they could negotiate
4 are able to come to terms with Alex Alvarez, right? 4 together?
5 A I cannot speak on behalf of Vince or what Vince 5 A I do not know.
6 meant to say by that email. 6 Q Did you have any understanding what he meant by
7 Q All right. 7 that when he sent it?
8 A He is wishing her luck with us, saying, like, 8 A No, I did not.
9 maybe you have better luck. 9 Q And do you have any understanding today of what
10 Q And did she have better luck with you? 10 he meant when he sent that?
11 A In September 2018, she did not. The buyer would 11 A No, I do not.
12 not go through the sale price that we had on the 12 Q Scroll down to Page 370, AIO370, and there's a
13 property. 13 text from Liz March 19, 2019, "Due to the rain, my tour
14 Q But a few months later, she did have better 14 just got postponed for Thursday so you could be at your
15 luck, right? 15 office at 12:30."
16 MS. DE ALEJO: Object to form. 16 Do you understand that Liz Diaz was saying that
17 THE WITNESS: The following year she did. 17 she meant to say "I can be at your office at 12:30"?
18 BY MS. FISHFELD: 18 A Yes, I do.
19 Q In this email Vince isn't saying that he's no 19 Q Okay. And did you, in fact, meet with Liz Diaz
20 longer involved in those negotiations. Does he say 20 at your office on Thursday or around that Thursday?
21 that? 21 A I do not remember the exact date, but I could
22 A He doesn't specify if he's involved or not 22 say that I did meet with her in March of 2019 in my
23 involved. 23 office.
24 Q Well, in fact, he says let's strike a deal, 24 Q And was that meeting about the potential sale of
25 right? Do you see that? 25 the property to Alex Alvarez?
Page 195 Page 197
1 A Yes, but that depends on the interpretation of 1 A Yes.
2 the person that's reading it. 2 Q Do you recall who was at that meeting with Liz
3 Q Why did Liz forward this September 19th email 3 Diaz in March 2019?
4 from Vince to Eddy the following year? 4 A If, in fact, the meeting was on March 19th and I
5 A I do not know. 5 said I will be here in the office, then for that
6 Q Okay. Let's go to Tab 14. 6 meeting it was only I, because if not, I would have put
7 (Plaintiff's Exhibit 14 was marked for 7 "we" will be here on the response back for the
8 identification.) 8 March 19, 2019, but Eddy and I also did meet with her.
9 BY MS. FISHFELD: 9 Q Okay. So you recall a meeting in person at your
10 Q For the record, it's AIO367 to 377 and it's 10 office with Liz Diaz, you and Eddy?
11 Exhibit 14. 11 A Yes.
12 Is this a group text message thread between you, 12 Q And did you discuss the potential sale of the
13 Eddy and Liz Diaz? 13 property to Alex Alvarez?
14 A Yes, it is. 14 A Yes.
15 Q Was this copy of a text message produced from 15 Q Approximately, how long was that meeting between
16 your phone? 16 you Eddy and Liz?
17 A Yes. 17 A I don't know.
18 Q Is husband forever Eddy Fernandez, Eddy 18 Q Did you invite Vince to that meeting?
19 Fernandez? 19 A I did not.
20 A Yes. 20 Q Did you tell Vince about the meeting?
21 Q If you go to AIO370, do you see the text message 21 A I did not.
22 from March 19, 2019, from Eddy to the group text 22 Q Did you tell Manny about the meeting?
23 message which includes Liz Diaz? "Please email me the 23 A I did not.
24 email from last year when Vince said we could negotiate 24 Q Do you know if either Eddy or Liz told Manny or
25 together." 25 Vince about the meeting?
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1 A I do not know. 1 Q Did you sign this contract on behalf of All In
2 Q Did you tell Manny that you were communicating 2 One Properties, LLC?
3 with Liz Diaz about the potential sale of the property 3 A Yes, I did.
4 to Alex Alvarez? 4 Q And as the managing member of All In one, you
5 A Manny never reached out to me or to Eddy ever 5 have authority to enter into contracts on behalf of All
6 again in regard to the sale of 3251. 6 In One, correct?
7 Q And you never reached out to Manny ever again, 7 A Yes, I do.
8 right? 8 Q And you're an agent of All In One?
9 A I did not reach out to somebody who would send 9 A I am a managing member of All In One.
10 threatening text messages to my husband. No, you're 10 Q Did you closely review this contract before
11 correct, I did not. 11 signing it on behalf of All In One?
12 Q And you didn't tell Vince that you were meeting 12 A I reviewed it with my attorney.
13 with Liz Diaz either, did you? 13 Q So you did closely review it?
14 A I never spoke with Vince personally, but I did 14 MS. DE ALEJO: Object to the form.
15 not. 15 THE WITNESS: Yes, with my attorney.
16 Q Eddy didn't tell Vince that he was meeting with 16 BY MS. FISHFELD:
17 Liz Diaz, did he? 17 Q And so you had a good understanding of what the
18 A Not that I am aware of. I do not know. 18 contract terms were?
19 Q So this was a secret meeting with Liz Diaz? 19 MS. DE ALEJO: Object to form.
20 MS. DE ALEJO: Object to form. 20 THE WITNESS: Yes.
21 THE WITNESS: It was not a secret meeting. 21 BY MS. FISHFELD:
22 BY MS. FISHFELD: 22 Q All right. Now I would like you to please
23 Q Let's go to Tab 16. 23 compare the June 14th, 2018, draft contract, which was
24 (Plaintiff's Exhibit 16 was marked for 24 Exhibit 10 with this March 19, 2019, contract that you
25 identification.) 25 signed, which is Exhibit 15.
Page 199 Page 201
1 BY MS. FISHFELD: 1 And my question to you is: Do you understand
2 Q Okay. 2 these contracts or these documents to be extremely
3 A Yes. 3 similar?
4 Q What is this document? 4 MS. DE ALEJO: Object to the form.
5 A This is the purchase sale agreement that was 5 THE WITNESS: It's a commercial real estate
6 executed to sell -- the only purchase sale agreement 6 sale agreement for the same property with the same
7 that was ever executed to sell 3251 by All In One 7 buyer and seller.
8 Investment Property, LLC. 8 BY MS. FISHFELD:
9 Q And a contract to sell the property to 3251 9 Q And are the vast majority of the terms
10 Property, LLC, right? 10 identical?
11 A Yes, it is. 11 MS. DE ALEJO: Object to the form.
12 Q And that's the entity owned by Alex Alvarez? 12 THE WITNESS: Not necessarily. We have -- the
13 A Yes, he owns it. But he is one of the owners. 13 contract has a different purchase price. Difference
14 Q And Alex Alvarez is the same Alex Alvarez that 14 in bill and real estate practice and notices.
15 you had been negotiating with through Manny the year 15 Closing dates are different. Warranties -- the
16 prior, right? 16 sellers' warranties represented have different
17 A This is the same Alex Alvarez that brought -- 17 language. Buyer's representatives -- and Section
18 that his Realtor brought a contract to Manny, and then 18 11, warranty has different language as well.
19 our attorney negotiated and Manny did as well. 19 Section 10 has different language.
20 Q Okay. On AIO421 -- 20 Section 11 has different -- has initial different
21 A 421? 21 language. Section 14C has different amounts.
22 Q Yes. 22 BY MS. FISHFELD:
23 A Yes. 23 Q Hold on. Hold on one second. So Section 14C --
24 Q Is that your signature there? 24 A In regard to the title search, the cost of the
25 A Yes, that's my signature. 25 title searches.
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1 Q So the cost of the title search is different? 1 Q You didn't edit any of them?
2 A Yeah. Executed contract has language in regards 2 A No.
3 to the lease. 3 Q I mean, your attorney on your behalf, they
4 Q Okay. Go on. 4 edited them, right?
5 A And Section 16 has different language that the 5 A They gave suggestions on the language that
6 buyer was responsible for payment at closing of any 6 should be added to the contract.
7 amount due to the buyer's broker. 7 Q So aside from the differences that you
8 And this contract was executed by all parties 8 identified, the other terms are the same between the
9 except the escrow agent. I guess the copy you have is 9 March 2019 and the June 2018 contract, right?
10 not executed by the escrow agent and the other contract 10 MS. DE ALEJO: Object to form. Asked and
11 was never accepted or agreed-upon. 11 answered.
12 Q So other than the differences that you 12 THE WITNESS: A lot of them are not necessarily
13 specifically identified, it appears the same as the 13 terms, they're just information on commercial
14 draft contract from June 14, 2018, right? 14 properties contracts that are very similar.
16 THE WITNESS: Yes. The contract prepared by a 16 Q But I'm talking about these two contracts --
17 buyer. 17 A Standard real estate language.
18 BY MS. FISHFELD: 18 Q If you go to the second page of each of the
19 Q So the March 2019 contract was based on the 19 contracts, there's a section D for deposit.
20 June 2018 contract with some changes, right? 20 A Yes, I see that.
21 A It had -- no, it had important changes. It had 21 Q An initial deposit and an additional deposit and
22 purchase price changes. It had lease changes. Yes. 22 a deferred deposit, right?
23 So changes were done to the contract. 23 A Yes, I see that.
24 Q But the March 2019 contract was based on the 24 Q And those terms appear to be the same, right?
25 June 2018 contract, right? 25 A Yes, they do.
Page 203 Page 205
1 MS. DE ALEJO: Object to form. 1 Q And if you go up to Section A, which is title
2 THE WITNESS: Could you repeat your question, 2 purchase price --
3 please? 3 A Yes.
4 BY MS. FISHFELD: 4 Q In Exhibit 10, the purchase price is $6 million,
5 Q We've talked about some differences between the 5 right?
6 March 2019 contract and the June 2018 contract, right? 6 A Correct.
7 A Yes. 7 Q And in Exhibit 15, which is the March 2019
8 Q And you've testified that you view those as 8 contract, the purchase price is 6,050,000, right?
9 importance differences, right? 9 A Correct. It's different.
10 A Yes, they are. 10 Q So you got 50,000 more for the property, right?
11 Q So aside from those differences, it appears that 11 A That's what it sold for.
12 the March 2019 contract was based on the June 2018 12 Q Other than that purchase price figure, that
13 contract? 13 section is exactly the same, right?
14 MS. DE ALEJO: Object to form. 14 A Yes. It's common real estate language that is
15 THE WITNESS: Yes, they had similar language 15 in that section.
16 with differences. 16 Q And then in Section 3, title and survey, that
17 BY MS. FISHFELD: 17 section is exactly the same, right?
18 Q So you identified some terms that were different 18 A It appears to be.
19 from the June 2018 contract. But it appears that the 19 Q Okay. And in Section 4, that section is exactly
20 March 2019 contract was edited from the prior version 20 the same, right?
21 that was used in June 2018? 21 A Yes. These sections are all common commercial
22 A This one was provided to us by the buyer. 22 property language, so I think many contracts would have
23 Q Okay. And the June 2018 contract was provided 23 the same language, not only these two.
24 to you by the buyer also, right? 24 Q Do you think that all --
25 A Right. I did not edit any of these contracts. 25 A I didn't say "all."
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1 Q But I thought that you said you were not really 1 negotiations before this one. And you kept on telling
2 familiar with commercial real estate contracts. Are 2 me I've only done this one. But I purchased this
3 you changing your testimony now? 3 December of 2016. I think that's where we need
4 MS. DE ALEJO: Object to the form. 4 clarification. So I was in a negotiation before in
5 THE WITNESS: I'm not changing my testimony. 5 December 2016 to be able to purchase the property that
6 But I did say that I have closed already on four 6 I sold in June of 2019. And then I did purchase two
7 commercial transactions, not only on commercial 7 additional properties in July and December of 2019.
8 transactions, but on residential transactions. The 8 Q So when you're testifying that commercial real
9 language is very similar in what you're pointing out 9 estate contracts all look like this, you're referring
10 to me. If you would go to any regular residential 10 to your experience on four commercial real estate
11 sales contract, you would have language in regard to 11 transactions, right?
12 the title and the escrow and the survey. All of 12 MS. DE ALEJO: Object to form.
13 that is just regular verbiage. It's not unique on 13 THE WITNESS: No, that is not what I am saying.
14 the verbiage if it is commercial or residential; 14 BY MS. FISHFELD:
15 they're very similar in the topics that you have 15 Q What are you basing that off of?
16 asked me to agree with. 16 A I'm saying they have similar language.
17 17 Q What is that based off of?
18 BY MS. FISHFELD: 18 A It is based off the contracts that I was
19 Q And those contracts you're referring to are all 19 provided because I did sell a property. So I did have
20 commercial real estate contracts that All In One 20 more than this contract provided to me and I was basing
21 Investments entered into, right? 21 it on the fact that the things that you brought up to
22 MS. DE ALEJO: Object to the form. 22 me in real estate, even if it's residential or
23 THE WITNESS: The commercial contracts are -- 23 commercial, are very similar, which you brought up the
24 that All In One entered into, yes. 24 title, the survey, due diligence period. It doesn't
25 BY MS. FISHFELD: 25 matter if you're purchasing a commercial property or a
Page 207 Page 209
1 Q And they were all after this contract, right? 1 residential property; you still have those components.
2 A No. Because I had purchased this property to be 2 You still have to get title. You still have to get a
3 able to get into this contract. No. 3 survey.
4 Q You testified that the first property All In One 4 Q Right. So --
5 Investments had purchased was 3251, right? 5 A That's what I'm trying to explain to you.
6 A Yes. 6 Q You're talking about the general terms. The way
7 Q Wait a minute. You've never sold a commercial 7 the language is written is not the same in every single
8 real estate property other than this one, have you? 8 one of your contracts, is it?
9 A No, I have not. 9 MS. DE ALEJO: Object to form.
10 Q Okay. So this is the only commercial real 10 THE WITNESS: I do not know them verbatim.
11 estate sale that you've ever negotiated? 11 BY MS. FISHFELD:
12 A No. Because when you're a buyer, you also 12 Q Okay. Thank you. That's what I was trying to
13 negotiate. You negotiate as a buyer or a seller. I am 13 get to.
14 sorry; I do not understand your question. 14 So Exhibit 10 and Exhibit 15, the two contracts:
15 Q And the only commercial real estate properties 15 One from June 2018 and one from March 2019 have a lot
16 you've purchased other than this one are 6780 and 4270, 16 of similar language in them, right?
17 right? 17 A Yes, they do.
18 A Yes. 18 Q Thank you.
19 Q And those were both in 2019, right? 19 Why were you willing to accept the terms in
20 A Yes. 20 March 2019 that you were not willing to accept in
21 Q Were those before or after this transaction? 21 June 2018?
22 A They were after the transaction, but to be able 22 A In March 2019, the terms that were accepted were
23 to get -- I had to purchase this, so I had to negotiate 23 different than the ones that we had in June of 2018.
24 with Vince and with Eddy the purchase of 3251. And 24 We also, at that time, had more properties that
25 that's where you were asking me if I had ever done any 25 we were looking at that were prospective for us to be
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1 able to move into, which was probably, at least for me, 1 for a period of time until you found a different
2 it was my number one drive, to be able to make sure 2 building to move into; isn't that right?
3 that I had a place that I could go and I would be able 3 A Yes, that is correct. And the good thing about
4 to run my business. 4 now was that there was -- there was listings out there
5 And the market in 2019 had quite a few 5 and there was properties in the market that we were
6 opportunities that we saw -- a few buildings in South 6 looking at and we were actively going and looking at
7 Miami. So we had that option. The building that we 7 the property and seeing if we needed to do any
8 purchased. 8 renovations. So there was a lot more commercial
9 So there was -- there was -- I'm sorry. There 9 property that suited our needs at that time.
10 was property out there that back a year beforehand were 10 Q Let's go to AIO416. Are you familiar with this
11 not there. So it was just the perfect -- it was 11 section of the contract?
12 perfect timing for us. We knew there was property that 12 A Yes, I am.
13 we could purchase. We had an understanding in regard 13 Q And it says that, "At the closing, tenant shall
14 to our 1031 and we didn't feel any pressure in 14 have vacated the property provided, however, tenant
15 purchasing this. We had the time frame needed and we 15 shall have the option of leasing all or a portion of
16 knew that we were not going to be left without being 16 the property postclosing." And that's called a
17 able to purchase a property for this. 17 post-closing lease, right?
18 Q So in that very long answer, at one point you 18 A Yes.
19 said it was my number one drive. Can you explain more 19 Q And then skipping down a bit to where my cursor
20 what you meant by that was my number one drive? 20 is on the screen, "The post-closing lease option notice
21 A Yeah. I mean, I needed to be sure -- my number 21 shall state the following: One, the portion of the
22 one concern when we would get contracts, right, after 22 property that tenant desires to lease. And two, the
23 we would negotiate the terms is to make sure that we 23 term of the post-occupancy lease which shall not exceed
24 would be able to move our business because I had 24 60 days after the closing unless extended by the
25 employees that needed to work. I had an office that I 25 agreement of seller and buyer for up to an additional
Page 211 Page 213
1 needed to run. So yes, that was one of the things that 1 30 days."
2 was beneficial when we got to March of 2019, was the 2 A Yes.
3 amount of listings that there were and the properties, 3 Q So at this time, Alex Alvarez was willing to
4 when we went to go see them, didn't need as much rehab. 4 lease you a suite in the property for up to 90 days,
5 We ended up purchasing the building that we purchased 5 right?
6 and we didn't have to do anything to it. It was just 6 A Yes.
7 perfect timing, Jessica. 7 Q And that's less than the five months that Manny
8 Q Okay, got it. So the number one drive to signing 8 said he was going to be able to negotiate for you back
9 the March 2019 contract, but not the June 2018 contract 9 in June 2018, isn't it?
10 was the timing, right? 10 MS. DE ALEJO: Object to the form.
11 MS. DE ALEJO: Object to form. 11 THE WITNESS: Yes, it is. But at that time,
12 THE WITNESS: Not necessarily. I said the 12 there was properties in the market that we knew we
13 number one drive was that we were able to find 13 were able to purchase and we didn't even have to
14 property for it. 14 use -- we only stayed in the property 30 days. We
15 So yes, during that time we were able to find 15 moved to our new building on July 15, 2019, so that
16 property, the price and the terms that they provided 16 was why once again, it was good timing because we
17 us, we agreed. The lease that they provided was 17 knew that there was properties in the market that we
18 something that we would be able to work with. We no 18 would be able to purchase. So we didn't even have
19 longer had the pressure. The lease was something 19 to -- we didn't even use the full 60 days or 90 days
20 that was also very important to us, which I've 20 that they provided. We only stayed there 30 days.
21 mentioned earlier today. 21 BY MS. FISHFELD:
22 BY MS. FISHFELD: 22 Q Now let's go to AIO417.
23 Q And the lease, that really ties back into the 23 A Okay, I am here.
24 timing issue, right? 24 Q Section 16 is titled "Brokerage." Do you see
25 You wanted to be able to stay in the building 25 that?
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1 A Yes, I do. 1 Q So why would Manny reach out if you said you
2 Q Are you familiar with this section of the 2 were no longer going to sell the property?
3 contract? 3 MS. DE ALEJO: Object to form.
4 A Yes, I am. 4 THE WITNESS: Because in business you usually
5 Q And it states that the seller has no broker, 5 reach out when you know that somebody has property
6 right? 6 or if they're getting anything, to make sure that
7 A Correct. 7 they haven't changed their mind. It's just
8 Q So you removed from this version of the contract 8 customary.
9 Manny as your broker, right? 9 BY MS. FISHFELD:
10 MS. DE ALEJO: Object to the form. 10 Q In this Section 16 in which Manny is removed as
11 THE WITNESS: I did not edit this. 11 your broker, it does still say that Liz Diaz is the
12 BY MS. FISHFELD: 12 buyer's broker, right?
13 Q Your attorney on All In One's behalf removed 13 A Yes. It specifies that Liz Diaz is the buyer's
14 Manny as your broker? 14 broker and as well specifies that the buyer shall be
15 MS. DE ALEJO: Object to form. 15 responsible for the payment at closing of any amounts
16 THE WITNESS: My attorney did not edit this. 16 due the buyer's broker in connection with this
17 BY MS. FISHFELD: 17 agreement. It does not specify anything else.
18 Q So did you? 18 Q Do you know how much Liz Diaz earned as a
19 A This is how the contract was presented to us. 19 commission on this sale?
20 Q So Liz removed Manny from the contract as All In 20 A I am -- I do not know off the top of my head.
21 One's broker? 21 We would have to get the settlement statement to see
22 MS. DE ALEJO: Object to the form. 22 the exact amount that was -- that the buyer paid her.
23 THE WITNESS: I do not know. 23 Q So in June 2018, the draft contract provided
24 BY MS. FISHFELD: 24 that All In One Investment would pay $200,000 in
25 Q When you received this contract from Liz Diaz in 25 brokerage fees, right?
Page 215 Page 217
1 March of 2019, did you ask why Manny is not listed 1 A You're referring to the contract in June 2018
2 there as your broker? 2 that was not accepted or agreed-upon with the terms
3 A I had not had any continuation of any business 3 that were provided to us, correct?
4 negotiations with Manny. Manny never reached out to us 4 Q Correct.
5 after -- afterwards. He never called us to see if we 5 A Let me review. I'll read it to you.
6 wanted to list the property. He never mentioned 6 MS. DE ALEJO: Identify what exhibit you're
7 anything to us. And when Vince had breakfast with my 7 looking at.
8 husband, my husband told him, you know, just forget 8 BY MS. FISHFELD:
9 about all of these text messages. And I understand, 9 Q The June 2018 draft contract that we've been
10 this isn't politics. I understand why he didn't want 10 talking about.
11 to be in the middle of something like this. 11 A Exhibit 10, Montello Law's draft June 14th,
12 But Manny, besides the text messages that he 12 2018. I do not even know if this is the last draft of
13 sent in a group chat, and the anonymous ones he had 13 this contract. None were accepted, so I do not know if
14 sent, he has never reached out to us on a business 14 this is the last draft contract.
15 level for any sale of any property. 15 And you want me to look at what section?
16 Q Well, you told Manny that you were not 16 Q This is the draft that was produced by you to us
17 interested in selling the property at this time, didn't 17 and no other drafts were produced.
18 you? 18 If you have other iterations, please provide
19 A At this -- 19 them to Alex and she'll produce them. Okay?
20 MS. DE ALEJO: Object to the form. 20 A I provided everything that I had in my email and
21 THE WITNESS: My husband sent an email which 21 my husband also.
22 was one of the exhibits saying that he no longer was 22 Q Well, then I'll represent to you that this is
23 willing to sell the property, but Manny never did 23 the only draft that we've been provided with.
24 any follow-up with us. 24 MS. DE ALEJO: I would refute that comment
25 BY MS. FISHFELD: 25 because that's not an accurate statement.
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1 MS. FISHFELD: Will you please identify for me 1 MS. DE ALEJO: Object to the form.
2 what other one? 2 THE WITNESS: Once again, I did not agree or
3 MS. DE ALEJO: The one attached to the 3 sign that contract. I did not --
4 complaint is a different version. 4 BY MS. FISHFELD:
5 MS. FISHFELD: Okay. 5 Q That's not my question. That's not my question.
6 MS. DE ALEJO: These are all marked up. 6 Listen to my question.
7 THE WITNESS: Go ahead. 7 A I hear your question. You do not have to raise
8 BY MS. FISHFELD: 8 your voice at me. I have not raised my voice at you
9 Q The June 14, 2018, contract provides that -- and 9 throughout this entire day.
10 it's the draft contract, I understand it was not 10 Q I'm not raising my voice at you, Adriana. I am
11 accepted, but that draft contract according to its 11 asking you to listen carefully to my question because
12 terms provides that All In One would pay $200,000 in 12 you're not answering it.
13 broker fees, right? 13 A But the thing is, if you want to do simple math
14 A It says that upon -- at the closing seller shall 14 and you would like to show one contract that was never
15 pay each broker a commission of 100,000 for a total 15 signed and had terms that were never agreed-upon, and
16 commission of 200,000. 16 one that was signed and accepted, those are two
17 Q And in March 2019, it provides that All In One 17 different terms. But we never accepted the contract.
18 will provide -- or the terms provide that All In One 18 So you could not tell me that I made $250,000 more or I
19 pays no brokerage fees; is that correct? 19 lost 250,000 because I never agreed on anything in
20 A Correct. The buyer is responsible for their 20 2018.
21 brokerage fees. 21 Q I am saying: If you had signed the contract
22 Q The purchase price in the June 2014 contract was 22 based on the terms of the June 2018 contract, it would
23 $6 million, right? 23 have been $250,000 less --
25 Q And the purchase price in the March 2019 25 BY MS. FISHFELD:
Page 219 Page 221
1 contract that you signed is $6,050,000, right? 1 Q -- in a hypothetical world; is that right?
3 Q So the purchase price was increased by $50,000, 3 THE WITNESS: If you do the math, the math
4 right? 4 would give you that 6,050,000 minus 6,000,000 is 50
5 A Yes, it was. 5 and there was 200. That's 250. But none were
6 Q So you saved $250,000 by signing the March 2019 6 accepted or agreed-upon.
7 contract, right? 7 (Plaintiff's Exhibit 16 was marked for
8 MS. DE ALEJO: Object to the form. 8 identification.)
9 THE WITNESS: I was never in a sales contract 9 BY MS. FISHFELD:
10 or agreement. No, I did not save 250,000 because I 10 Q Let's go to Tab 16, which is Exhibit 16.
11 never agreed to any terms in June of 2018. 11 A Give me a second because I don't have that one
12 BY MS. FISHFELD: 12 yet.
13 Q But if you had signed the June 2018 contract 13 Thank you. I have it now.
14 that's Exhibit 10, you would've paid -- you would have 14 Q Do you recognize this document?
15 lost $250,000, right? 15 A Yes, I do.
16 MS. DE ALEJO: Object to form. 16 Q What is it?
17 THE WITNESS: I do not know because I did not 17 A Well --
18 sign that contract or accept the terms or agree upon 18 Q Well, I'm sorry. I'm going to strike that
19 them. 19 question because it's a very long email chain.
20 BY MS. FISHFELD: 20 I would like to direct your attention to AIO175.
21 Q I understand you did not sign the June 2018 21 In the middle of your page AIO175, there's an email
22 contract. That's exactly why we are here today. 22 from you on June 11, 2019, right?
23 My question is: If you had signed that 23 A Yes.
24 contract, you would have lost out on $250,000; is that 24 Q And it says, "Good morning. Please find
25 correct? 25 attached executed documents. The originals will be
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1 delivered shortly to Alex's office," right? 1 Q It is AIO380 to 383. Do you recognize this
2 A Yes. 2 document?
3 Q And then right above that, Alex Alvarez responds 3 A Yes.
4 to you saying, "Thanks, looking forward to it." 4 Q What is it?
5 A Yes. 5 A The company affidavit with regards to Florida
6 Q So this email exchange is from you to Alex 6 authorized members of the company and some other legal
7 Alvarez delivering the final executed documents, 7 language.
8 closing the sale of the property, right? 8 Q Okay. And so this is in connection with the
9 A Yes. 9 sale of the property to Alex Alvarez, right?
10 Q And if you go down just a bit to the end of 10 A Correct. Yes, that Eddy and I signed.
11 Page 175, who are these other people who are cc'd? 11 Q That's Eddy's and yours signatures?
12 A Our attorneys for the 1031 exchange. 12 A Yes, it is.
13 Q All of these are from your attorney's office? 13 Q Tab 19, which is Exhibit 19.
14 A Yes. Anybody that says raul.com, those are all 14
15 from the -- Montello Law, those are representatives of 15 (Plaintiff's Exhibit 19 was marked for
16 the buyer's attorney. And then it's the buyer, Eddy, 16 identification.)
17 myself and our attorney. 17 BY MS. FISHFELD:
18 Q Okay. That's all for that document. 18 Q Do you recognize this document?
19 Let's go to Tab 17, which is Exhibit 17, please. 19 A Yes.
20 (Plaintiff's Exhibit 17 was marked for 20 Q This is AIO384 to 385. What is this document?
21 identification.) 21 A The certificate of the members of All In One
22 MS. FISHFELD: And I'm going to tell you, Alex, 22 Investment Properties, which is Eddy and myself.
23 if you want to get ready to have Tab 17 through 24, 23 Q And what is the purpose of this document?
24 we're going to move quite quickly through those. 24 A To have who's authorized members of the company.
25 MS. DE ALEJO: They're not separated, so I've 25 Q And this is in connection with the sale of the
Page 223 Page 225
1 got to just confirm. 1 property to Alex Alvarez, right?
2 BY MS. FISHFELD: 2 A Yes, it is.
3 Q Tab 16 through 24, we're going to move quickly 3 Q Okay. Tab 20.
4 through them. 4 (Plaintiff's Exhibit 20 was marked for
5 A I am ready. 5 identification.)
6 Q So Exhibit 16 is AIO173 to 180. 6 BY MS. FISHFELD:
7 A We did Exhibit 16 already. That's the 1031 7 Q This is AIO386 to 388. Do you recognize this
8 attorney. 8 document?
9 Q Yeah. Sorry. 9 A Yes.
10 A It's okay. 10 Q What is it?
11 Q We're on Exhibit 17 now, which is AIO378 to 379. 11 A It's a title document that we had to sign in
12 Do you recognize this document? 12 regards to make sure there was no issues with the title
13 A Yes. That's the bill of sale. 13 to the property and that we don't have -- also, I
14 Q Okay. And this is the bill of sale in 14 believe, this is in regards to the -- if you had a
15 connection with the sale of the property to Alex 15 nonforeign 10, which we did not.
16 Alvarez, right? 16 Q And this is in connection with the sale of the
17 A Yes, it is. 17 property to Alex Alvarez, right?
18 Q And that is Eduardo Fernandez' signature? 18 A Yes, it is.
19 A Yes. 19 Q And that's Eddy's signature and your signature?
20 Q On behalf of All In One, right? 20 A Yes, those are both our signatures.
21 A Yes. 21 Q Tab 21.
22 Q Okay. Tab 18. 22 (Plaintiff's Exhibit 21 was marked for
23 (Plaintiff's Exhibit 18 was marked for 23 identification.)
24 identification.) 24 BY MS. FISHFELD:
25 BY MS. FISHFELD: 25 Q This is AIO389 to 391. Do you recognize this
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1 document? 1 various copies of the closing statement. I guess for
2 A Yes. This is the warranty deed for the property 2 the signatures is what it is. Yeah.
3 3251. 3 Q So what is this document?
4 Q And this is the warranty deed that you conveyed 4 A It's the closing statement, but it's repetitive
5 to Alex Alvarez's entity, right? 5 because the signature page -- one of them that we
6 A 3251, yes. 6 signed, then the closing statement with the 1031
7 Q And that's Eddy's signature and your signature? 7 attorney that needs to sign it. And then there's
8 A Yes. 8 another one with Alex Alvarez and the 1031 attorney
9 Q Tab 22. 9 that signed it. That's why -- if you realize we have,
10 (Plaintiff's Exhibit 22 was marked for 10 like, six pages and it's really only a two-page
11 identification.) 11 document. But it was just to have the correct
12 BY MS. FISHFELD: 12 signature, everybody's signature.
13 Q This is AIO392 to 394. Do you recognize this 13 Q And it says purchase price $6,050,000, right?
14 document? 14 A Yes.
15 A Yes. This is the lease that we had with 3251 15 Q And it does not provide that All In One will pay
16 property. 16 any brokers fees, right?
17 Q And that's Alex Alvarez' entity? 17 A No.
18 A Yes. 18 Q So it says on AIO396, total amount due from
19 Q The second intro paragraph indicates that this 19 buyer at closing $5,520,654.78. Do you see that?
20 is the lease for Suite 201 of 3251. 20 A Yes, I do.
21 Did you lease Suite 201 of 3251? 21 Q Is that the amount that All In One received?
22 A Yes. That's the only suite we leased. Yes. 22 A No, it is not.
23 Q And Paragraph 1 of the lease indicates that you 23 Q Okay. How much did All In One receive from the
24 had a lease for a term of two months, right? 24 sale?
25 A Yes, we did, but we terminated it early. 25 A From -- we received $3,578,420.13.
Page 227 Page 229
1 Q And the lease provides for a monthly rental of 1 Q I see. That's that total amount due to seller
2 $8,125? 2 due at closing, correct?
3 A Yes, but it was -- it was taken on the closing 3 A Right.
4 statement, so we paid the two months upfront and 4 Q Where did you place that, approximately,
5 security deposit upfront at closing. 5 $3.5 million?
6 Q So the term for the lease that you ultimately 6 Did you place it in your bank account?
7 agreed on with Alex Alvarez was a lease for two months? 7 MS. DE ALEJO: Object to the form of the
8 A The lease was for -- the lease that we signed 8 question.
9 was for two months. It was from June 10th, 2019, to 9 THE WITNESS: We had -- there was -- we closed
10 August 10th, 2019. 10 this with a 1031 exchange. So when you close
11 There was a provision on the contract that said 11 something with a 1031 exchange, it goes in a
12 we could extend it for an additional 30, but we didn't 12 custodial account with your 1031 attorney and
13 need to. We were out of there earlier, like I said, on 13 yourself as well. But you're the attorney is the
14 July 15th. 14 one that has the access to the funds.
15 Q Tab 23. 15 BY MS. FISHFELD:
16 (Plaintiff's Exhibit 23 was marked for 16 Q So at closing, this amount was put into an
17 identification.) 17 account that only your attorney had access to?
18 BY MS. FISHFELD: 18 A Correct. It is under -- it's an account that is
19 Q Adriana, one more question about Tab 22. 19 under the trust that the attorney has access to. We
20 A Sure. 20 are on the account, but we are not able to access the
21 Q That's Eddy's signature there, right? 21 funds.
22 A Yes, that is his signature. 22 Q And are you still not able to access those
23 Q Okay. Tab 23 is AIO395 to 401. 23 funds?
24 Do you recognize this document? 24 A No. It was a 1031. So for a 1031 you have to
25 A Yes. This is the closing statement. The 25 close on real estate transactions within six months to
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1 be able to assist you with your tax liability and 1 A I believe it was on July 15th and that's why I
2 that's exactly what we did. 2 had a mix-up of dates. But I would have to look at the
3 We closed on a property that we were in contract 3 settlement statement, but it was -- it was a move-in
4 when we closed on this one, about a month -- no, like 4 ready property, so we literally closed, packed
5 three weeks after we closed this one, and then we 5 everything and moved in here. So must have been that
6 closed on another one in December. 6 week.
7 So we closed on two properties to equal over the 7 Q Is that where All In One is currently located?
8 purchase price of the sale of this property to be able 8 A All In One Investments Properties is not really
9 to meet the 1031 requirement. 9 located anywhere because it just owns commercial
10 Q Okay. So when you closed on those two 10 properties.
11 properties after the closing of this sale, was the, 11 Q Right. The tenant was its affiliate, right?
12 approximately, 3.5 million applied to the purchase of 12 A Correct. Yes.
13 the two properties? 13 Q Is that where the affiliate is currently
14 A Yes. But we also received financing as well. 14 located?
15 Q Okay. So the proceeds that All In One received 15 A Yes. They are my tenants.
16 from this sale were applied directly to All In One's 16 Q Was that property 6780, was it move-in ready?
17 purchase of additional properties in 2019? 17 A It was, which was ideal because we left Alex
18 A Yes. I do not recall if it is the full amount 18 Alvarez all the furniture that we had recently
19 because while we did get financing, I do not know if it 19 purchased, and each individual left all the furniture,
20 equaled 3.5 that we gave or not. I do not have that 20 everything. We didn't have -- we just went in and did
21 information for you. 21 a fresh coat of paint just to do something different,
22 Q Let's go to Tab 24. 22 but it was perfect.
23 (Plaintiff's Exhibit 24 was marked for 23 Q So other than a fresh coat of paint, did you do
24 identification.) 24 any other construction?
25 BY MS. FISHFELD: 25 A To that property, no.
Page 231 Page 233
1 Q Okay. 1 Q I am nearing the end. I am not quite at the
2 A If you could give me one second, I'm going to 2 end, but I'm nearing.
3 get it now. 3 Is everyone okay to keep forging forward or
4 Thank you. I have it. 4 would you like to take a break?
5 Q Do you recognize this document? 5 MS. DE ALEJO: We're good.
6 A Yes, I do. 6 BY MS. FISHFELD:
7 Q And is this an email exchange between you and 7 Q Let's go to Tab 25, which is Exhibit 25, please.
8 Alex Alvarez? 8 (Plaintiff's Exhibit 25 was marked for
9 A Yes. 9 identification.)
10 Q On the first page, July 18th, 2019, you write, 10 BY MS. FISHFELD:
11 "Hi. We are moving this afternoon. We will not be 11 Q And let me know when you're ready to talk about
12 here tomorrow." 12 it.
13 Do you see that? 13 A I am ready.
14 A Yes. 14 Q Do you recognize this document?
15 Q So you moved out of Suite 201 on July 18th, 15 A Yes, I do. And this is -- this is Exhibit 25
16 2019? 16 and it goes in correlation with AIO05 through 09. It's
17 A Yes. And I had previously said July 15th, so I 17 the attachment to the email on Friday, March 16th,
18 apologize. It was July 8th. 18 2018, at 1:30 p.m. This is the email and --
19 Q So you only stayed at the property for a little 19 Q Let me stop you there. You're referring to an
20 over one month after the closing? 20 email. And are you referring to an exhibit?
21 A Yes. 21 A Yes, but I don't have the number.
22 Q Where did you move to? 22 MS. DE ALEJO: It's the one I didn't write the
23 A We purchased a building. 6780 Southwest 80th 23 number on.
24 Street. 24 THE WITNESS: Hold on. Wait.
25 Q When did you close on that property? 25 MS. DE ALEJO: The earlier version of this one,
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1 Jessica. 1 Q So this is a letter of intent with All In One's
2 BY MS. FISHFELD: 2 markups to it, right?
3 Q I thought you were referring to an email. 3 A Correct, yes.
4 A Well, yeah, because I believe it goes with 4 Q And on Page 521 it says buyer to pay
5 Exhibit 5. 5 commissions?
6 Q Yes. Exhibit 5 is the March 1st, 2018, ARA 6 A Yes.
7 Property Holdings -- 7 Q Right?
8 A Right. If we go through the emails that we 8 A Uh-huh.
9 have, there's an email that I sent over to Manny, which 9 Q And this was sent in response to Manny's email
10 says, "Good afternoon, please see attached" and this is 10 from March 16th, 2018, that the brokerage section
11 the one at 1:37, which is what was attached. 11 needed to be changed, right?
12 Q You're looking at Exhibit 6, I believe? 12 A So I went in and I changed it and that's why I
13 A Maybe it is 6. Sorry. 13 was able to send it quickly back because we already had
14 Q And you're referring to the March 16th, 2018, 14 all the other changes. So I just changed the buyer to
15 email from you to Manny? 15 pay commissions on it.
16 A Correct. And then I sent it again at 1:37 p.m. 16 Q Why didn't Eddy Fernandez initial this edit like
17 What it is is my response to Manny's email, so it's 17 he did all the others?
18 like a continuation. 18 A He was probably not -- not in the office and I
19 So if you look at your exhibit, Exhibit 6, the 19 was sending it back to them.
20 email that I sent at 1:37, it's a continuation of this 20 Q What happened after you sent this to Manny?
21 email. Did you see my email? It's a continuation. 21 A Nothing. Nothing went through. This was never
22 And when he writes this to us and then I 22 accepted or approved.
23 attached the -- 23 Q So after you sent this to Manny demanding that
24 Q So on Exhibit 6, which is AIO5, I see an email 24 the buyer pay all the commissions, nothing happened?
25 from you March 16, 2018, at 1:30 p.m. 25 A Correct.
Page 235 Page 237
1 A Correct. And then -- 1 Q Okay. Let's go to the next tab, Tab 26, which
2 Q You say, "Good afternoon, please see attached"? 2 is Exhibit 26.
3 A Yes. After you'll see that Manny sends an email 3 (Plaintiff's Exhibit 26 was marked for
4 on Friday, March 16th at 1:35 p.m. and then I respond 4 identification.)
5 back to the same individuals, to Manny, Eddy and Vince 5 BY MS. FISHFELD:
6 on Friday, March 16th, at 1:37 p.m. with this -- with 6 Q It's AIO545 to 555. Do you recognize this
7 the LOI. 7 document?
8 Q Okay. So you don't see that on Exhibit 6, 8 A Yes.
9 right? 9 Q On AIO546 Troy Nader sends an email on
10 A No. But that's why -- it's not in Exhibit 6. 10 August 30th, 2017. And that's your attorney, right?
11 What I am trying to tell you, the email is the 11 A Yes.
12 continuation of where you're giving me as Exhibit 25. 12 Q And he says, "Hi Manny, I look forward to
13 Q Okay. 13 working with you and your team," right?
14 A Am I making sense? 14 A Yes.
15 Q So this email that you're saying you sent at 15 Q Then Manny responds, "Troy, by way of this email
16 1:37 is based on your memory? 16 I am connecting the dots with the buyer's attorney
17 A It's not based on my memory, it's on the exhibit 17 Andres Montejo."
18 that you're giving me. 18 A Correct. Because Manny represents the buyer
19 Q Okay. 19 with somebody else, I believe. He was, like,
20 A Go down. Right there. You say the response. 20 co-brokering this with somebody. This is who -- this
21 Q Okay. 21 is Edmund. Remember, earlier you told me if Edmund was
22 A I just wanted to bring us all together, so we 22 Eduardo. This is Edmund. His name is Edmund Santiago.
23 know exactly what we're talking about. 23 He's with Red Bridge.
24 Q I am sorry. I was confused about that. 24 Q And attached to the email starting on AIO548,
25 A It's okay. It's been a long day. 25 there is something called Commercial Contract, right?
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1 A Yes. 1 MS. FISHFELD: We're going to take a
2 Q And it is a proposed offer from Red Bridge 2 five-minute break.
3 Properties, LLC? 3 (A break was taken from 6:49 p.m. to
4 A Yes. 4 6:50 p.m.)
5 Q Let me ask a couple more questions, and then if 5 BY MS. FISHFELD:
6 you'd like to take the dogs out, feel free to do that. 6 Q We're in the home stretch.
7 Let me just finish with this document really quick. 7 Adriana, I know that you said it at the very
8 AIO553, Section 20, is titled "Brokers," right? 8 beginning of the deposition, but will you please tell
9 A Yes. 9 me again what is your complete name?
10 Q And listed there is Vicente Lago, right? 10 A My name is Adriana Rita Fernandez.
11 A Yes. 11 Q And do you ever go by any other name?
12 Q It says 2 percent. Do you understand that to 12 A Like a nickname? Adri. That's it.
13 mean that he would receive a commission of 2 percent? 13 Q And on formal documentation, do you ever go by
14 A Yes. This was an offer being presented to us 14 another name?
15 that we did not accept, but yes, that's what it says. 15 A Adriana Fernandez, not using my middle name.
16 Q And then there's a box checked that says that 16 Q Do you ever go by Rita Castillo?
17 Vince is a transaction broker. Do you see that? 17 A No. That is my grandmother that just passed
18 A Yes, I do. 18 away.
19 Q What is a transaction broker? 19 Q What is your husband's date of birth?
20 A I think the broker for this transaction and he's 20 A August 30th, 1965.
21 not representing both parties. 21 Q Have you ever been arrested?
22 Q I'm sorry, what did you say? 22 A No.
23 A That he is the broker for this transaction. 23 Q Has Eddy ever been arrested?
24 He's not representing both parties. 24 A Not that I know of.
25 Q He's not representing both parties? 25 Q Do you personally have any outstanding money
Page 239 Page 241
1 A Yes. Correct. Because if you're representing 1 judgments?
2 both parties, they would have to put that he's 2 A No.
3 representing the seller and the buyer. 3 Q Does Eddy have any outstanding judgments?
4 Q So he's a transaction broker is when you 4 A No.
5 represent neither party? 5 Q Does All In One have any outstanding judgments?
6 A No. He represents the seller's broker. He's 6 A No.
7 the seller's broker. He's a transaction broker. 7 Q Who is George Nogera?
8 Q Okay. And then below that it lists buyer's 8 A I do not know.
9 broker as Manny Chamizo and Darnie Labrozzi, right? 9 Q What is All in One's mailing address?
10 A Yes. 10 A 12401 Southwest 26 Street, Miami, Florida 33175.
11 Q And it says 2 percent next to it? 11 Q Have you ever been charged with a felony?
12 A Yes. 12 A No.
13 Q So do you understand that Manny and Darnie would 13 Q Has Eddy ever been charged with a felony?
14 be receiving a commission of 2 percent? 14 A Not that I know of.
15 A Yes, if this contract would have been accepted. 15 Q What is your email address?
16 Q And it says that they are a transaction broker, 16 A Afernandez@aiolenders.com.
17 right? 17 Q Do you have any other email addresses that you
18 A Yes. Correct. 18 use?
19 Q Do you see where it says here whether the buyer 19 A I have an AOL that I don't really use, but I do
20 or the seller would pay the commissions that are 20 have it. It's my original one from high school, which
21 provided for here? 21 is a adrig, A-D-R-I-G73@aol.com. That's how old you
22 A I do not. 22 know it is, it's an AOL email. But I mean, it's there.
23 Would you like to point me to it? 23 Do I ever go into it? No.
24 Q I do not see it either. All right. We're done 24 Q I still use mine.
25 with this document. 25 A I try to make my life simple.
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1 Q My mother-in-law uses an AOL address. 1 Q Besides you and Alex De Alejo, and Eddy for a
2 Do you recognize the email address 2 portion of it, was anyone else at the Zoom call?
3 adriafern@yahoo.com? 3 A No.
4 A No, I do not. 4 Q Are you aware that the plaintiff in this case
5 Q Do you recognize opc22@hotmailcom? 5 served on All In One, the defendant in this case, a
6 A No, I do not. 6 demand for a judgment?
7 Q Do you recognize dcastillo@aiolenders.com? 7 A No. Can you explain it?
8 A D. Castillo, that is an employee that we had in 8 Q I know. What I mean by a demand for judgment is
9 our office maybe like six years ago. 9 a formal settlement offer of a certain amount pursuant
10 Q So who is that? 10 to Florida Statute.
11 A His name was -- oh, my God. What is his name? 11 A Yes, I am aware.
12 It starts with a D, last name Castillo. I don't 12 Q And do you know the amount that was in that
13 remember his first name. I would have to look at my 13 settlement offer?
14 records. It's been a long, long time. 14 A I believe it was around 80-something thousand.
15 Q So he was at some point an employee of AIO 15 Q And do you understand that if we prevail in this
16 Lenders? 16 litigation for 25 percent more than that amount, that
17 A He was an employee of -- no. He was an employee 17 the defendant would be potentially liable for all of
18 of All In One Mortgage Lenders. 18 plaintiff's attorney's fees and costs?
19 Q And why did he cease being an employee? 19 MS. DE ALEJO: I am going to object. Any
20 A I do not recall. It was a very long time ago. 20 communications I've had with the client informing
21 We're talking about probably over six years ago. I 21 them of the consequences, what would occur, anything
22 have no idea. 22 surrounding the offer of judgment or the demand for
23 Q Is there any reason why he would send you 23 judgment, that's attorney-client privilege. So I am
24 threatening messages? 24 going to instruct the witness not to discuss, you
25 A Why he would send me threatening messages? No. 25 know, anything that we discussed concerning that
Page 243 Page 245
1 Q Any reason why he would send your husband 1 document.
2 threatening messages? 2 MS. FISHFELD: Correct.
3 A No. 3 BY MS. FISHFELD:
4 Q Was there any argument or disagreement between 4 Q Do not discuss any attorney-client privileged
5 either you or Eddy and this D. Castillo? 5 communications. I am asking about whether you're aware
6 A No. 6 of the repercussions of a demand for judgment?
7 Q Do you recognize audria17@hotmail.com? 7 MS. DE ALEJO: The repercussions would have
8 A No, I do not. 8 been based on discussions with counsel, so I am
9 Q Do you ever go by Adriana Calvo? 9 going to instruct the witness not to engage in
10 A No. 10 saying what her understanding of anything was
11 Q Do you ever go by Adriana Del Calvo? 11 regarding this based on communications with counsel.
12 A No. 12 BY MS. FISHFELD:
13 Q What did you do, if anything, to prepare for 13 Q Are you aware of the repercussions of a demand
14 your deposition? 14 for judgment?
15 A I spoke with my attorney. We had a Zoom call in 15 A Yes, I am.
16 regards to the deposition of what to expect today. 16 MS. FISHFELD: All right. I think I'm likely
17 Q And, approximately, how long was that Zoom call? 17 done, but can we please take a two-minute break and
18 A I would say around three hours. 18 I'll review my notes?
19 Q Did you review documents? 19 MS. DE ALEJO: Yes.
20 A Yes, we did. 20 (A break was taken from 6:59 p.m. to
21 Q Approximately, how many? 21 7:00 p.m.)
22 A Probably like 25 to 30 documents. 22 MS. FISHFELD: Let's go back on the record. I
23 Q Was Eddy in that Zoom call also? 23 have no further questions.
24 A Eddy was in a portion of the Zoom call, not the 24 MS. DE ALEJO: Give me one second so I can
25 whole thing. 25 review my notes and make sure.
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1 ERRATA SHEET
1 I have no questions. RE : MDLV VS. ALL IN ONE
2 MS. DE ALEJO: We're going to read. 2 DEPO OF: Adriana Fernandez
TAKEN : January 13, 2021
3 THE COURT REPORTER: Orders? 3 ASSG# : 4381579
DO NOT WRITE ON TRANSCRIPT, ENTER ANY CHANGES HERE
4 MS. FISHFELD: Yes, please. 4 Page # | Line # | Change | Reason
_________| __________| ____________| ________
5 THE COURT REPORTER: Copy? 5
6 MS. DE ALEJO: We're going to read, so we would 6
_________| __________| ____________| ________
7 likely need a copy. So right at this point, we're _________| __________| ____________| ________
7
8 not going to. Let us know. I'm not sure how we do _________| __________| ____________| _________
8
9 that remotely, but let me know how that works. _________| __________| ____________| _________
10 MS. FISHFELD: Marlene, you have our 9
_________| __________| ____________| _________
11 information, right? 10
_________| __________| ____________| _________
12 THE COURT REPORTER: Yes. 11
_________| __________| ____________| _________
13 (The taking of the deposition was concluded at 7:04 12
_________| __________| ____________| _________
14 p.m.) 13
15 _________| __________| ____________| _________
14
16 _________| __________| ____________| _________
15
17 _________| __________| ____________| _________
16 State of Florida ) _____________
18 County of ) Notary Public
19 17
Under penalties of perjury, I declare that I have read
20 18 my deposition transcript, and it is true and correct
subject to any changes in form or substance entered
21 19 here.
20 ___________ ______________________
22 Date Signature
23 21
22
24 23
24
25 25
Page 247 Page 249

1 EXCEPT FOR ANY CORRECTIONS 1
2 MADE ON THE ERRATA SHEET BY ME, CERTIFICATE OF OATH
3 I CERTIFY THIS IS A TRUE AND 2
3 STATE OF FLORIDA:
4 ACCURATE TRANSCRIPT. FURTHER
: SS
5 DEPONENT SAYETH NOT. 4 COUNTY OF DADE:
6 5
7 _____________________________ 6 I, the undersigned authority, certify that
8 WITNESS' NAME 7 ADRIANA FERNANDEZ personally appeared before me via
9 8 Zoom and was duly sworn.
10 STATE OF FLORIDA ) 9
11 ) SS: 10 WITNESS my hand and official seal this 27th day
11 of January, 2021.
12 COUNTY OF MIAMI-DADE)
12
13
13
14 Sworn and subscribed to before me this ____ day <%3120,Signature%>
15 of ________ 2021. 14 ____________________________
16 PERSONALLY KNOW_______ OR I.D. 15 Marlene Gutierrez
17 ______________________________________ 16 Notary Public-State of Florida
18 ______________________________________ 17 My Commission #GG126375
19 Notary Public in and for the State of Florida at 18 Expires: July 20, 2021
20 Large. 19
20
21 My commission expires:
21
22 22
23 23
24 24
25 25
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Page 250 Page 252
1 VERITEXT FLORIDA REPORTING CO.
1 REPORTER'S DEPOSITION CERTIFICATE 2 South Biscayne Boulevard, #2250
2 2 Miami, Florida 33131
(305) 376-8800
3 3
4 STATE OF FLORIDA: January 26, 2021
4
5 : SS JESSICA JOHNSON FISHFELD, ESQ.
5 Greenberg Traurig, P.A.
6 COUNTY OF DADE: 333 Southeast 2nd Avenue
7 6 Suite 4400
8 I, Marlene Gutierrez, Notary Public, certify 7
RE: MDLV vs. All In One
9 that I was authorized to and did stenographically 8 DEPO OF: Adriana Fernandez
10 report the deposition of ADRIANA FERNANDEZ via Zoom; TAKEN: January 13, 2021
9
11 that a review of the transcript was requested; and that Dear Counsel:
12 the transcript is a true and complete record of my 10 The original transcript of the deposition listed above
is enclosed for your file. The witness did not waive
13 stenographic notes. 11 reading and signing and has been sent a letter
notifying them to come in and read and sign their
14 12 deposition transcript.
15 I further certify that I am not a relative, The witness will be provided a copy of their deposition
13 transcript for reading in our office should they come
16 employee, attorney, or counsel of any of the parties, in to review the transcript, and we will forward to you
17 nor am I financially interested in the action. 14 any corrections made by the witness at that time, along
with an original signature page which should be
18 15 attached to the original transcript which is in your
possession.
19 Dated this 27th day of January, 2021. 16
20 Sincerely,
17
<%3120,Signature%> 18
Marlene Gutierrez
21 __________________________________ 19
22 MARLENE GUTIERREZ 20
21
23 22
24 23
24
25 25
Page 251
1 VERITEXT FLORIDA REPORTING COMPANY
2 South Biscayne Boulevard
2 Suite 2250
3 (305) 371-1884
(305) 377-1100 (fax)
4
January 26, 2021
5
Adriana Fernandez
6 C/O ALEXANDRA DE ALEJO, ESQ.
Gray Robinson, P.A.
7 333 Southeast 2nd Avenue
Suite 3200
8 Miami, Florida 33131
9 RE : MDLV Vs. All In One
DEPO OF: Adriana Fernandez
10 TAKEN : January 13, 2021
Number of pgs: 247
11 Available for reading until: February 27, 2021
12 Dear Ms. Fernandez,
13 This letter is to advise you that the transcript of
your deposition is completed and is available for
14 reading and signing.
15 Please make an appointment to come to our office at
Suite 2250, 2 South Biscayne Boulevard, Miami, Florida
16 to read and sign the transcript. Our office hours are
a.m. to 4:30 p.m., Monday through Friday. 8:30
17 Depending on the length of the transcript, you should
allow yourself sufficient time for review.
18
If the reading and signing has not been completed prior
19 to the above-reference date, we shall conclude that you
have waived the reading and signing of the deposition
20 transcript.
21 Your prompt attention to this matter is appreciated.
22 Sincerely,
23
MARLENE GUTIERREZ
24 CC: Jessica Johnson Fishfeld
25
64 (Pages 250 - 252)

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EXHIBIT B
Page 1
1 IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT

2 CIRCUIT CIVIL DIVISION
3 CASE NO. 2020-016696-CA-01
4
MDLV, LLC, d/b/a SOTHEBY'S
5 INTERNATIONAL REALTY,
6 Plaintiff,
7 vs.
8 ALL IN ONE INVESTMENT PROPERTIES, LLC,
a Florida limited liability company,
9
Defendant.
10 _________________________________________
11
12 VIDEOCONFERENCE DEPOSITION OF
13 ADRIANA FERNANDEZ,
AS CORPORATE REPRESENTATIVE OF
14 ALL IN ONE INVESTMENT PROPERTIES, LLC
15
16
DATE TAKEN: Wednesday, March 31, 2021
17 TIME: 10:08 a.m. - 4:50 p.m.
LOCATION: All participants attending
18 remotely
19
20
21 Taken on behalf of the Plaintiff by Fanny R. Kerbel,
22 Shorthand Reporter and Notary Public in and for the
23 State of Florida at Large, appearing remotely.
24
25

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Page 2 Page 4
1
REMOTE APPEARANCES
1
2 2 DEFENDANT'S EXHIBIT INDEX
3 On behalf of the Plaintiff:
4 GREENBERG TRAURIG, P.A. 3
333 Southeast 2nd Avenue 4 Number Description Page No.
5 Suite 4400
Miami, Florida 33131-2184 5
6 BY: JESSICA J. FISHFELD, ESQUIRE 6 Exhibit D1 AIO 191-192 177
E-mail: fishfeldj@gtlaw.com
7 7 Exhibit D2 DIAZ 146-168 178
8 On behalf of the Defendant:
9 GRAY ROBINSON, P.A.
8
333 Southeast 2nd Avenue 9
10 Suite 3200
Miami, Florida 33131-2191
10
11 BY: ALEXANDRA J. DE ALEJO, ESQUIRE 11
E-mail: alexandra.dealejo@gray-robinson.com
12 12
13 Also present remotely: 13
14 Manny Chamizo
Eddy Fernandez 14
15 Gabriel Diaz 15
16 ------
17 INDEX 16
18
VIDEOCONFERENCE DEPOSITION OF
17
19 ADRIANA FERNANDEZ, AS CORPORATE 18
REPRESENTATIVE OF ALL IN ONE
20 INVESTMENT PROPERTIES, LLC PAGE NO.
19
21 Exhibit Index 3 20
Direct Examination by Ms. Fishfeld 6
22 Cross-Examination by Ms. de Alejo 173 21 Reporter's Note: All exhibits were provided
Redirect Examination by Ms. Fishfeld 182 22 electronically to the reporter.
23 Witness Signature Page 187
Errata Sheet 188 23
24 Certificate of Oath of Witness
Certificate of Reporter
189
190
24
25 Letter to Witness Re: Reading 191 25
Page 3 Page 5
1
1 THE COURT REPORTER: Due to the need for this
2 PLAINTIFF'S EXHIBIT INDEX
3 2 deposition to take place remotely due to COVID-19
4 Number Description Page No.
5
3 restrictions, the parties will stipulate that the
6 Exhibit 1 Tab 1, Notice of Taking 7 4 court reporter may swear in the witness remotely
Deposition
7
5 via videoconference and that the witness has
Exhibit 2 Tab 2, MDLV 45-46 9 6 presented her government-issued identification by
8
Exhibit 3 Tab 3, MDLV 151-172 24
7 holding it up to the camera, verifying that she is
9 Purchase and Sale Agreement 8 in fact Adriana Fernandez.
10 Exhibit 4 Tab 4, DIAZ 92-96 26
11 Exhibit 5 Tab 5, AIO 424-445 34 9 Do you so stipulate, Counsel?
Purchase and Sale Agreement 10 MS. FISHFELD: I agree.
12
Exhibit 6 Tab 6, AIO 72-74 41 11 MS. DE ALEJO: This is Alexandra de Alejo on
13 12 behalf of the defendant, All In One Investment
Exhibit 7 Tab 7, LAGO 28-35 54
14 13 Properties, LLC, and we agree and consent.
Exhibit 8 Tab 8, AIO 201-204 81 14 THE COURT REPORTER: Please raise your right
15
Exhibit 9 Tab 9, DIAZ 137-143 85 15 hand to be sworn.
16 16 Do you swear or affirm that the testimony you
Exhibit 10 Tab 10, LAGO 35-36 102
17 17 are about to give in this matter will be the truth,
Exhibit 11 Tab 11, LAGO 37 103 18 the whole truth, and nothing but the truth?
18
Exhibit 12 Tab 12, AIO 367-370 119 19 THE WITNESS: I swear.
19 20 Thereupon:
Exhibit 13 Tab 13, DIAZ 169-191 130
20 21 ADRIANA FERNANDEZ,
Exhibit 14 Tab 14, AIO 402-423 133 22 AS CORPORATE REPRESENTATIVE OF
21 Purchase and Sale Agreement
22 Exhibit 15 AIO 563-577 164 23 ALL IN ONE INVESTMENT PROPERTIES, LLC,
23 24 was called as a witness and, having been first duly
24
25 25 sworn remotely, was examined and testified as follows:
2 (Pages 2 - 5)
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1 DIRECT EXAMINATION 1 Q. I understand that relatively recently he has
2 BY MS. FISHFELD: 2 taken a step back from the day-to-day involvement with
3 Q. Hi, Adriana. How are you? 3 All In One due to his current health condition, right?
4 A. I am good, and yourself, Jessica? 4 A. Yes.
5 Q. Good. 5 Q. You are now the person who controls the
6 I just wanted to take a minute before we start 6 day-to-day operations of that entity?
7 to acknowledge that this is a little bit procedurally 7 A. Yes.
8 awkward because I have already deposed you in your 8 Q. In June 2019, All In One sold a property at
9 personal capacity. Understand that I may ask you some 9 3251 Ponce de Leon, right?
10 questions that you feel like I have already asked you, 10 A. Yes.
11 and that's because I probably have. As I am sure you 11 Q. In connection with that sale, All In One did
12 have gone over with your own counsel, but just to get on 12 not pay any commission to any broker, right?
13 the same page, you're here today as the corporate 13 A. Yes.
14 representative of All In One, so you are wearing a 14 Q. Yes, it did not pay any commission, right?
15 little bit of a different hat. 15 A. Correct. It did not.
16 I am aware of your husband's health condition, 16 Q. I understand that in around May or June 2018,
17 and I am very, very sorry to hear about that. I can 17 the property at 3251 Ponce de Leon was not listed on the
18 only imagine this is a very difficult time for you. 18 market, right?
19 Part of the reason why I asked for a corporate 19 A. What year? I'm sorry. I didn't hear the
20 representative deposition is to hopefully see what 20 year.
21 testimony I can get from you and then, hopefully, lessen 21 Q. May or June 2018.
22 the burden on him entirely, if possible, so that he does 22 A. No, it was not listed.
23 not have to go through a deposition, if we can make that 23 Q. When I say "the property," unless I say
24 happen. 24 otherwise, I will always be talking about 3215 Ponce
25 Let's then go ahead and just open up tab 1 to 25 de Leon, okay?
Page 7 Page 9
1 go over the notice of deposition. 1 A. Yes. Understood.
2 (Thereupon, Tab 1, Notice of Taking Deposition 2 Q. I understood from your prior testimony that in
3 was remotely introduced as Plaintiff's Exhibit 1 for 3 or around May or June 2018 All In One had not made any
4 Identification.) 4 affirmative concrete decision to sell the property at
5 BY MS. FISHFELD: 5 that time, right?
6 Q. This is Exhibit 1, Adriana. Have you seen 6 A. Correct. We were just looking at offers that
7 this before? 7 were being presented to us.
8 A. Yes, I have. 8 Q. And if someone had offered you the right price
9 Q. Do you understand that you are here testifying 9 for the property, you would consider it, right?
10 today on behalf of All In One Investment Properties, 10 A. Yes. Most definitely.
11 LLC? 11 Q. But you had not listed it as a public listing.
12 A. Yes, I do. 12 A. It had not been listed, no.
13 Q. Did you take a look at the topics that were 13 MS. FISHFELD: Let's take a look at tab 2.
14 listed on Exhibit A to the notice of taking deposition? 14 This will be marked as Exhibit 2, please.
15 A. Yes, I did. 15 MS. DE ALEJO: Jessica, can you identify it by
16 Q. Do you feel that you are reasonably 16 the Bates numbers as well?
17 knowledgeable about the topics listed here? 17 MS. FISHFELD: This is tab 2, which will be
18 A. Yes, I am. 18 Exhibit 2, and it is MDLV 45 to 46.
19 Q. You are a managing member of All In One 19 (Thereupon, Tab 2, MDLV 45-46 was remotely
20 Investment Properties, LLC, right? 20 introduced as Plaintiff's Exhibit 2 for Identification.)
21 A. Yes. 21 BY MS. FISHFELD:
22 Q. And your husband is as well? 22 Q. Have you ever seen this e-mail before?
23 A. Yes. 23 A. Yes. I reviewed it with my counsel.
24 Q. What is your husband's full name? 24 Q. On the bottom of the first page, MDLV 45,
25 A. His name is Eduardo Osvaldo Fernandez. 25 there is an e-mail from Manny, to Elizabeth Diaz, dated
3 (Pages 6 - 9)
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1 May 28, 2018, right? 1 agreements with any particular realtor in any of these
2 A. Yes. 2 transactions. It's just in the real estate market, they
3 Q. Do you recognize those e-mail addresses as 3 knew that if the offer would be good, that we would sell
4 being from Manny and to Elizabeth Diaz? 4 the property. So if they had anybody as a buyer, they
5 A. Yes. 5 would bring them. If they spoke with somebody else,
6 Q. In the e-mail, Manny says to Liz, "Those are 6 they would bring them to look at the property and see if
7 the only plans I have," and he sends her some 7 we would be willing to negotiate with the terms that
8 information about the property, including the lot size. 8 they would be offering usually in the letter of intent
9 Then the next paragraph down, he says, "Everything else 9 or just an e-mail or just phone conversation once they
10 I can get you with an offer. I know I mentioned it and 10 were seeing the property.
11 I know that my advice at times seems like a negotiation 11 We did not at that time have the property
12 tool, but in this case it is not. On this property, the 12 listed. I think that is why he puts "off-market deal."
13 offer needs to be full asking price or the buyer is 13 It was because the property is not listed.
14 wasting his and our time. Since this is an off-market 14 Q. Why didn't All In One list the property at
15 deal that the only way to move the seller is by agreeing 15 this time?
16 to his asking price. I can't stress this enough." 16 A. We weren't sure if we were going to be selling
17 Do you see that? 17 or not. It was: If he brings something that looks good
18 A. Yes, I do. 18 that we could agree with the terms and the sales price,
19 Q. Is it correct that in May 2018, Manny Chamizo 19 we will sell. It wasn't that we needed to sell or that
20 was showing the property to potential purchasers as an 20 we 100 percent wanted to sell at that moment.
21 off-market deal? 21 Q. So how would listing the property have changed
22 A. He presented the property to various clients 22 those circumstances?
23 of his. In some, he represented the buyer himself. He 23 MS. DE ALEJO: Object to form.
24 knew that we were willing to sell if the terms were 24 THE WITNESS: If we would have listed the
25 right. 25 property, we would have committed to an agent that
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1 Q. Do you know who Liz Diaz is? 1 would have listed the property for us or we would
2 A. Yes, I do. 2 have listed the property as broker ourselves. You
3 Q. She was representing Alex Alvarez, right? 3 have the property out on the market and everybody
4 A. Yes, she was. 4 that is a real estate agent would have had the
5 Q. Liz Diaz is a broker? 5 opportunity to view the property and to be able to
6 A. Yes, she is. I don't know if she is a broker 6 contact us to come and look at the property.
7 or a real estate agent. I am not sure of her category. 7 We did not list it, as it wasn't something
8 Q. She is a broker, but understood. 8 concrete that we wanted to do at that time. We
9 So Liz Diaz was representing the potential 9 were willing to sell if the price was right and the
10 buyer in this situation, right? 10 negotiation and the terms were to our liking. We
11 A. Yes. 11 were willing to sell. So it wasn't something that
12 Q. And Manny was representing the seller? 12 we were completely opposed to. We were willing,
13 A. In this situation, Manny and Vince were 13 and that is why we accepted letters of intent and
14 working this together as a team. 14 we allowed realtors to bring buyers to the building
15 Q. Representing the seller? 15 to look at the building. This happened throughout
16 A. Correct. 16 2017 and 2018.
17 Q. Is it correct that Manny was showing the 17 BY MS. FISHFELD:
18 property to potential purchasers as an off-market deal? 18 Q. I think you mentioned in your last response
19 A. Yes. 19 that if you had listed it, you would have gotten a
20 Q. What is an off-market deal? 20 listing agent or you would have listed it yourself. Is
21 A. It's not listed. Various realtors knew that 21 that different from what Manny Chamizo was doing here at
22 we would be willing to sell the property if they brought 22 this time by presenting offers as an off-market deal?
23 a buyer that was -- that would be with the terms that we 23 MS. DE ALEJO: Form.
24 wanted at that time. So the property was never listed. 24 THE WITNESS: He wasn't our exclusive agent.
25 So it was not necessarily to say that we had any listing 25 As a matter of fact, he wasn't even the initial
4 (Pages 10 - 13)
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1 person that we spoke to initially. It was Vince. 1 that they are going to sell it for, and the amount
2 Then Vince brought him along saying that they were 2 of time that the agent's broker is going to list
3 a team and that they worked together. We never 3 the property for them in different sorts of
4 communicated with Manny initially to let him know 4 platforms.
5 that if he ever had a buyer, that we were willing 5 They usually will get weekly reports on what
6 to sell. 6 has happened in their property, what is the
7 I mean it wasn't only them two. We did 7 movement, how many people have reached out to see
8 initially -- in the beginning of 2017, we did have 8 if they want the property or want to come see the
9 the suites listed for lease with another realtor. 9 property. It's a little more in depth in regards
10 There, we did have an agreement. He also presented 10 to an off-market deal.
11 some offers to us. We had other realtors that 11 An off-market deal is a seller that is willing
12 presented offers as well during this time frame. 12 to sell, but not necessarily wants to sell. If
13 BY MS. FISHFELD: 13 they are brought an offer that is worth selling,
14 Q. Who was the real estate agent that was 14 they will sell, which in that case was us. At that
15 representing you in connection with leasing the suite? 15 time, we were willing to sell if the offer was
16 A. That was in 2017, and his name was Tom Smith. 16 right.
17 Q. When did that engagement end? 17 We also had to take into consideration all the
18 A. It was six months, so I would say probably 18 repairs that we had done to the building, sit down
19 sometime in mid-2017. 19 with our CPA to be able to go over when the offer
20 Q. How was what Tom Smith was doing different 20 would come in, if it was an acceptable offer due to
21 from what Manny was doing when he was presenting this 21 the tax repercussions that you are given because of
22 property as an off-market deal? 22 the depreciation that was put into the property.
23 A. Tom Smith had a listing agreement with us. On 23 So it was all dependent on the transaction due to
24 a weekly basis he would send us how he had promoted -- 24 all those different components.
25 well, we first had, like, a signed agreement with him. 25 BY MS. FISHFELD:
Page 15 Page 17
1 It was for leasing; it wasn't to sell the property. He 1 Q. You mentioned that for a listed property you
2 would send us reports on a weekly basis of who gets 2 would get weekly reports from a listing agent. Do you
3 shown the property, of the prospective clients that were 3 get weekly reports from a real estate agent in
4 going to look at the property. We would meet with him. 4 connection with an off-market deal?
5 We were offered a few leases. Nothing ever happened 5 MS. DE ALEJO: Object to form.
6 with them, but he would just sit with us and we would go 6 THE WITNESS: We did not get anything. When
7 over the different documentation. 7 it dealt with whatever realtor it was for an
8 In Manny Chamizo's case with Vince Lago, 8 off-market deal, it was just whatever the deal was,
9 sometimes Vince would show the property because he had a 9 they would tell us, "Oh, they like it. They want
10 buyer. And then when this buyer came along, it was 10 to go see the property. Could we pass by? Is this
11 Vince and Manny that came with the buyer. I am not sure 11 time fine for you guys to pass by? This is what
12 if they both walked the property together with the buyer 12 they are thinking about offering."
13 or not. It was different because we never had any sort 13 We would say, "Okay, have them present
14 of written agreement with him or a selling agreement 14 whatever the offer is."
15 saying that they were going to be listing the property 15 They don't need to do that because they are
16 for us. That's why he called it an off-market deal. It 16 not, in essence, contractually obligated to be able
17 wasn't a property that was listed. 17 to give us weekly reports on what they are doing
18 Q. I guess what I am asking is: What is the 18 for the property because we don't have an agreement
19 difference between an off-market deal and a listed 19 for them to list the property. It would be wasting
20 property? 20 their time to do so.
22 THE WITNESS: Well, a listed property is a 22 Q. So the role of a real estate agent in
23 property that is listed in different platforms and 23 connection with a listed property is different from the
24 that the seller has an agreement with its agent in 24 role of an agent in connection with an off-market deal?
25 regards to what they want to sell it for, the terms 25 MS. DE ALEJO: Object to form.
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1 THE WITNESS: In regards to representing the 1 also change, depending on the conversations that
2 seller, yes, it is. 2 you have with your listing agent, as the seller.
4 Q. When you list a property on the market, can 4 Q. Is it right that a main reason why you would
5 you generally get more money for the property? Can you 5 want to list the property is because you would want a
6 ask for a higher price? 6 real estate agent that was committed to the property and
7 MS. DE ALEJO: Object to form. 7 bound by contractual terms to give you weekly updates
8 THE WITNESS: Anybody can list a property at 8 and run CMAs and the other things you mentioned?
9 whatever they think is feasible and whatever they 9 MS. DE ALEJO: Object to form.
10 want to list the property. At the end of the day, 10 THE WITNESS: I mean, that would be one of the
11 you have to have a buyer that is willing and able 11 reasons that we would do that. It would be because
12 to pay for whatever you're listing the property 12 there would be somebody dedicated to the property
13 for. You could think your property is worth X and 13 solely. I can't speak for others, but that is the
14 get offers that are very far off from X. Depending 14 general rule for hiring a real estate agent to
15 on the market, you might get offers that are higher 15 represent you.
16 because the market is a seller's market and there 16 BY MS. FISHFELD:
17 are not enough properties. 17 Q. In a listing.
18 So that is a very generic question in regards 18 A. Yes, in a listing.
19 to a specific answer because I think it all depends 19 MS. DE ALEJO: Object to form.
20 on the time frame and what is happening in our 20 THE WITNESS: A real estate agent should be
21 economy and in the real estate market to be able to 21 looking out for you. If they are hired as your
22 give you an accurate answer of what you are able to 22 real estate agent, they are always looking for your
23 list a property for and what you are going to get 23 best interest. What is the best interest of my
24 in return. It depends on how many properties there 24 client? How could I have my client's best interest
25 are on the market at the time. 25 at heart to get them the best deal for their
Page 19 Page 21
1 BY MS. FISHFELD: 1 listing or for the purchase that they want to do?
2 Q. So it is not a general rule of thumb that by 2 They represent you solely. They don't have
3 listing the property you would likely get more money for 3 any other motives. They are representing you.
4 the property? 4 BY MS. FISHFELD:
5 MS. DE ALEJO: Object to form. 5 Q. Your answer that you just gave, is it with
6 THE WITNESS: Not that I am aware of. 6 respect to, in particular, a listing agent?
7 BY MS. FISHFELD: 7 MS. DE ALEJO: Object to form.
8 Q. Is a reason to list a property versus leaving 8 THE WITNESS: No. Just agents in general.
9 it as an off-market deal to market it to different 9 BY MS. FISHFELD:
10 clientele? 10 Q. I am asking, is a reason why you would list
11 MS. DE ALEJO: Object to form. 11 the property so that you would have a real estate agent
12 THE WITNESS: A reason to list the property is 12 who had agreed to give weekly reports and run CMAs and
13 to be able to have somebody that is solely 13 do all the other things you mentioned?
14 dedicated to that property and is willing to show 14 A. Yes. Of course.
15 the property to potential buyers, is willing to 15 MS. DE ALEJO: Object to form.
16 market the property, will do different types of -- 16 BY MS. FISHFELD:
17 just marketing overall, an analysis on the 17 Q. Because a real estate agent would not do all
18 property, and will run CMAs for you to see any 18 of those things for just an off-market deal, right?
19 closed sales, will give you reports on properties 19 MS. DE ALEJO: Object to form.
20 that have sold recently so you know what the market 20 THE WITNESS: Right. Because they are not
21 is at that time. 21 dedicated to you. They are not dedicated to -- you
22 As we all know, the market can change from one 22 don't have a contractual agreement with them. They
23 month to the next. Usually, these listing 23 are not dedicated to give you the reports that you
24 agreements, the majority of them, are a six-month 24 might want, having someone that you have a listing
25 listing agreement that you sign. Those terms could 25 agreement with and that they are solely listing
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1 your property and marketing your property in all 1 Q. Let's look at tab 3. This will be Exhibit 3,
2 different types of platforms. 2 please. This is MDLV 151 to 172.
3 BY MS. FISHFELD: 3 A. Okay.
4 Q. When you say a real estate agent who is 4 (Thereupon, Tab 3, MDLV 151-172, Purchase and
5 helping you with an off-market deal is not dedicated to 5 Sale Agreement was remotely introduced as Plaintiff's
6 you, what do you mean by that? 6 Exhibit 3 for Identification.)
8 THE WITNESS: Okay. This property -- well, he 8 Q. Why don't you take a second to look at it and
9 calls it an off-market deal because he knew that we 9 let me know if you recognize what this document is.
10 were willing to sell, Manny and Vince both. They 10 Just to help orient you, if you look at MDLV 169, there
11 knew that we were willing to sell, just like other 11 is a signature from Alejandro Alvarez, May 31, 2018, and
12 agents did, and they brought us offers and we would 12 no signature from All In One.
13 either accept them or not. 13 A. Yes.
14 In documents that you have and that you have 14 Q. Is this an offer to purchase the property from
15 reviewed, you will see that there are offers that 15 Alex Alvarez?
16 were presented by Manny and by Vince that sometimes 16 A. Yes.
17 they represented the buyer and sometimes they put 17 Q. Did Manny Chamizo present you this offer?
18 themselves under the seller's side. It was all 18 A. This offer was presented to us by Vince Lago
19 different offers that were being brought to us and 19 and Manny Chamizo.
20 none of the terms were ever agreed on because there 20 Q. Did they present it to you in person?
21 were continuous negotiations. 21 A. I do not recall if it was in person or if they
22 BY MS. FISHFELD: 22 e-mailed it to us.
23 Q. This is not at all related to my question, 23 Q. So this was an offer presented to All In One
24 Adriana. I asked you what do you mean by dedicated. In 24 by Manny Chamizo and Vince Lago as part of an off-market
25 your answer, when you used the phrase that a real estate 25 deal, right?
Page 23 Page 25
1 agent in an off-market deal is not dedicated to you, 1 A. Yes. Correct.
2 what does that mean? 2 Q. With respect to this offer, Elizabeth Diaz was
3 MS. DE ALEJO: Object to form. 3 the real estate agent representing the buyer, right?
4 THE WITNESS: He does not have an obligation 4 A. Yes.
5 to do any of the marketing materials for our 5 Q. And Manny Chamizo was the real estate agent
6 property. He does not have an obligation to 6 representing All In One with respect to this potential
7 contact us on a weekly basis, he or she, to give us 7 deal, right?
8 updates on the property. He does not have an 8 A. Both Vince Lago and Manny Chamizo.
9 obligation to provide us with current market 9 Q. Before Manny and Vince presented you this
10 standings to see how the market is doing at a 10 offer from Alex Alvarez, no one from All In One had ever
11 particular time. He or she does not have an 11 discussed a potential sale of the property with Alex
12 obligation to give us information on properties 12 Alvarez, right?
13 that might have sold near our area that will either 13 A. No.
14 raise our sales price or lower our sales price. 14 Q. No, it had not?
15 This was just: If you have a client, you 15 A. No, we had not.
16 bring the client. So yes, there is definitely a 16 Q. So All In One became aware that Alex Alvarez
17 difference by someone just bringing you one client 17 was interested in purchasing the property through Manny
18 or somebody representing you to sell your property. 18 Chamizo, right?
19 BY MS. FISHFELD: 19 A. Through Manny and Vince Lago, yes.
20 Q. Understood. Manny Chamizo was not a listing 20 Q. Did All In One review this offer and the
21 agent for All In One, right? 21 terms, the proposed terms?
22 A. No. We never had a listing agent. 22 A. Yes, we did.
23 Q. And Vince Lago was not a listing agent for All 23 Q. Were there changes that All In One wanted to
24 In One, right? 24 make to the proposed terms?
25 A. No, he was not. 25 A. Yes.
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1 Q. Did All In One send edits back to the buyer? 1 the first time with our attorney.
2 A. Our attorney did. 2 Q. Item 5 on the list says: "Section 16
3 Q. Who was your attorney? 3 brokerage commission. Please delete the sentence
4 A. The attorney was Troy Nader. 4 starting with at and upon closing and ending with the
5 Q. Let's go to tab 4, which will be Exhibit 4, 5 purchase price. Please replace with as agreed to by the
6 please. 6 seller and the two brokers, each broker will be entitled
7 A. Diaz 92? 7 to a commission of $100,000 or a total commission of
8 Q. Yes, Diaz 92 to 96. 8 $200,000 upon the closing of this transaction."
9 A. Okay. 9 Do you see that?
10 (Thereupon, Tab 4, DIAZ 92-96 was remotely 10 A. Yes, I do.
11 introduced as Plaintiff's Exhibit 4 for Identification.) 11 Q. So is it right that the buyer had submitted a
12 BY MS. FISHFELD: 12 contract requesting a broker commission of 2 percent,
13 Q. You can look at this whole e-mail thread, if 13 but All In One asked for that to be changed to a
14 you would like. I will be focusing on Diaz 95. 14 commission of $100,000 to each broker?
15 A. Okay. 15 A. Correct.
16 Q. So on Diaz 95, there is an e-mail from Troy 16 Q. And is it right that it says that the seller,
17 Nader, to Louis Montello, dated June 4, 2018, right? 17 All In One, will pay the commission to each broker?
18 A. Yes. 18 A. No. The modification from our attorney does
19 Q. Have you seen this e-mail before? 19 not say that.
20 A. Yes. 20 Q. Okay. It says: "As agreed to by the seller
21 Q. You recognize these e-mails as being from Troy 21 and the two brokers," right?
22 Nader and to Louis Montello, right? 22 A. Right. But it does not specify who will be
23 A. Yes, I do. 23 paying for it. It was written later by the buyer's
24 Q. As we just discussed, Troy Nader was All In 24 attorney.
25 One's attorney? 25 Q. This e-mail was written by your attorney,
Page 27 Page 29
1 A. Yes. 1 correct?
2 Q. And Louis Montello was the buyer's attorney? 2 A. Correct. Which does not specify who will be
3 A. Yes. 3 paying it.
4 Q. So your attorney, Troy Nader, sends an e-mail 4 Q. It says: "As agreed to by the seller and the
5 to the buyer's attorney. He says, "There seems to be 5 two brokers."
6 some confusion in the contract." 6 At this time, the agreement between All In One
7 What is he referring to there? 7 and Manny Chamizo was that if this deal closed with Alex
8 A. It was in the section with regards to who 8 Alvarez, he would be paid a commission of $100,000,
9 would be the tenant of the building. Of who was the 9 right?
10 tenant of the building. 10 MS. DE ALEJO: Object to form.
11 Q. And that is because All In One was the owner 11 THE WITNESS: It was not specified in that
12 of the building, but the tenant was one of All In One's 12 section that our attorney responded back to the
13 affiliate entities? 13 buyer's attorney who would be paying the total of
14 A. It was another company that we own. 14 $200,000 commission.
15 Q. Is he referring to the draft contract that All 15 BY MS. FISHFELD:
16 In One had sent -- I am sorry. The draft contract that 16 Q. My question was: Was the agreement between
17 Alex Alvarez had sent All In One? 17 All In One and Manny Chamizo at this time that if the
18 A. Yes. 18 deal closed with Alex Alvarez, Manny Chamizo would be
19 Q. And he says in the last sentence of the first 19 paid a $100,000 commission?
20 paragraph, "Please find below changes required to the 20 A. No. We did not have an agreement with him.
21 contract." 21 Q. So what does it mean, "As agreed to by the
22 So are these the changes that All In One 22 seller and the two brokers"?
23 wanted to make to the proposed contract? 23 A. That is the language that was on the initial
24 A. Yes. These were the initial changes that we 24 contract that they submitted to us. If we go to the
25 wanted to make when we initially reviewed the contract 25 section -- let's go. Hold on. Now I can't find it.
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1 MS. DE ALEJO: MDLV 165. 1 A. He wrote "As agreed to by the seller and the
2 THE WITNESS: It said Number 5 and I was 2 two brokers." That was to lower the commission to
3 looking for Section 5. That's why I got confused. 3 $100,000, each of them. That is what it was for.
4 BY MS. FISHFELD: 4 Q. So the agreement was that the brokers would
5 Q. My question is directed to Exhibit 4 that we 5 not be entitled to a 2 percent commission. Instead,
6 are talking about right now. The e-mail says: "Please 6 they would be entitled to $100,000.
7 replace with as agreed to by the seller and the two 7 A. Well, we were putting in those modifications.
8 brokers." What does that mean? 8 Nothing had been signed or agreed upon. These are
9 A. That the amount of commission was lowered from 9 changes that we sent over, which nothing was ever agreed
10 2 percent to $100,000 each. 10 upon at the end of the day. But yes, these are all
11 Q. That is the change that All In One was 11 changes and modifications while we were in contract.
12 requesting? 12 Q. At this time, the understanding was that All
13 A. Correct. For the commission to be lowered 13 In One would pay a commission of $100,000 to each broker
14 from 2 percent to $100,000 each. 14 if the deal closed.
15 Q. Okay. So at this time, the agreement between 15 A. That is not what we wrote there. We had
16 the seller and the two brokers was that each broker 16 agreed to lower the commission. We had not put who was
17 would be paid a commission of $100,000, right? 17 going to be paying. If you look at Section 16, Number
18 A. The agreement was that -- the request. It 18 5, we did not put who is going to be paying the amount.
19 wasn't an agreement. It was a request from our attorney 19 We had just lowered the amount.
20 to their attorney to lower the commission to $100,000. 20 Q. So at this time, you never intended to pay
21 Q. That was a request to add to the -- 21 Manny Chamizo this commission; is that right?
22 A. It was a change. It was a modification that 22 MS. DE ALEJO: Object to form.
23 the attorney sent to the other attorney to modify upon 23 THE WITNESS: At this time, we had not come to
24 our initial review of the contract. 24 an agreement on who was going to be paying this
25 Q. And it was in fact added to the contract, 25 commission.
Page 31 Page 33
1 right? 1 BY MS. FISHFELD:
2 A. It was in fact added, but the language was a 2 Q. Was All In One going to pay the commission?
3 little different when it was added to the contract. 3 MS. DE ALEJO: Object to form.
4 Q. I think that we are getting a little bit ahead 4 THE WITNESS: At this time, we had not come to
5 of ourselves. I am talking about this e-mail on 5 any agreement on who was going to be paying the
6 Exhibit 4 that we are looking at. This is the edit that 6 commission.
7 All In One asked the buyer's attorney to add into the 7 BY MS. FISHFELD:
8 draft contract, right? 8 Q. So it wasn't All In One?
9 A. Yes. 9 A. We had not come to an agreement yet.
10 Q. It says: "As agreed to by the seller and the 10 Q. Who did you think was going to be paying the
11 two brokers." Do you see that? 11 commission at this time?
12 A. Yes, I do. 12 A. It was dependent on how the contract would be
13 Q. It says: "Each broker will be entitled to a 13 negotiated and the terms of the contract, if it was
14 commission of $100,000." Do you see that? 14 going to be the buyer or the seller. It all depended on
15 A. Yes, I do. 15 the changes that were going to be going on in the
16 Q. Okay. Is it right that there was an agreement 16 contract.
17 between the seller and the two brokers? 17 Q. These are the changes, right?
18 A. There was -- 18 A. These are the initial changes.
19 Q. Why did -- 19 Q. At this time, June 4, 2018 --
20 A. -- not an agreement. 20 A. Yes. That is the first revision. It is the
21 Q. I am sorry. Go ahead. 21 first time that we reviewed the contract with our
22 A. Yes. I previously answered your question. 22 attorney, and these were the first changes that we
23 There was not an agreement. 23 initially saw. We didn't agree to anything and we did
24 Q. Okay. Why did your attorney write that there 24 not sign anything to go forward with the contract. We
25 was? 25 wanted to see these changes, and then review it again
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1 with our attorney to continue on. 1 A. Yes, I do.
2 Q. On June 4, 2018, who did All In One think 2 Q. But All In One did not intend to pay any
3 would be paying the commission to the brokers that is 3 commission to either broker, right?
4 referenced in this e-mail? 4 MS. DE ALEJO: Object to form.
5 A. The buyer. 5 THE WITNESS: Correct.
6 Q. So at this time, June 4, 2018, All In One did 6 BY MS. FISHFELD:
7 not believe it would be paying any commission to any 7 Q. Is that why All In One decided not to accept
8 broker. 8 the contract?
9 MS. DE ALEJO: Object to form. 9 A. We decided not to accept the contract for
10 THE WITNESS: Correct. 10 various reasons. It wasn't only on our side. We needed
11 (Thereupon, Tab 5, AIO 424-445, Purchase and 11 to find a plan B. We needed to find a property for us
12 Sale Agreement was remotely introduced as Plaintiff's 12 to be able to move our business to. We also added after
13 Exhibit 5 for Identification.) 13 another change that we did with an affidavit to the
14 BY MS. FISHFELD: 14 seller, and the seller was not in agreement with the
15 Q. Let's go to tab 5. This is AIO 424 to 445. 15 affidavit. Sorry. We were the sellers. That is to
16 Do you recognize this document? 16 say, the buyer was not in agreement to the affidavit
17 A. Yes, I do. 17 that we added to the contract and didn't want to sign
18 Q. What is it? 18 it. I was getting a lot of push-back to our attorney.
19 A. It's a marked-up sales contract. It's a 19 After speaking to our attorney and our CPA in
20 marked-up sales contract with modifications. 20 regards to the repercussions that would happen if we
21 Q. It has stamped across it "ML draft 6-14-18 21 wouldn't find a replacement property and the buyer not
22 marked." Do you see that? 22 wanting to sign the affidavit and us having those
23 A. Yes. That was their attorney, the buyer's 23 additional monies in escrow, we decided that it was not
24 attorney. 24 the right timing for us to move forward.
25 Q. Does this appear to be a revised version of 25 Q. You mentioned that one of the reasons why you
Page 35 Page 37
1 the contract? 1 did not accept the contract was because you needed to
2 A. Yes. It has modifications, yes. It has some 2 find a replacement property, and another one was that
3 things in red also. 3 the buyer was not willing to sign an affidavit. Are
4 Q. Does it appear to make the changes that your 4 those the two reasons why All In One did not accept the
5 lawyer requested in the June 4, 2018, e-mail we just 5 contract?
6 reviewed in Exhibit 4? 6 A. I would say those are the two main reasons.
7 A. Yes. It has most of them. If you go to page 7 Q. Was another main reason because All In One did
8 AIO 438, Section 16, they added verbiage to my 8 not want to pay the commission to the real estate agent?
9 attorney's e-mail. My attorney didn't specify who was 9 A. No, it was not.
10 going to be paying the commission, and his attorney 10 Q. Did All In One ever tell the buyer to change
11 specified who was going to be paying the commission. So 11 the verbiage in Section 16 to state that the buyer would
12 they changed the verbiage of what my attorney had sent. 12 be paying the commission of the brokers?
13 Q. Let's stay on page AIO 438 Section 16. 13 A. No, we did not. We were not able to modify
14 A. 438. 14 anything afterwards because once we started speaking to
15 Q. It lists Manny Chamizo as the seller's broker, 15 our attorney in regards to the affidavit that we wanted
16 right? 16 to add, and he kept on going back and forth with the
17 A. Correct. Yes, I see that. 17 buyer's attorney, Louis Montello, the buyer was not in
18 Q. And it lists Elizabeth Diaz as the buyer's 18 agreeance with it and we were not finding another
19 broker, right? 19 property. So we did not go through the contract again
20 A. Yes. That top section is the same verbiage as 20 to be able to do any other modifications just because
21 the initial one. 21 time didn't permit. We decided not to sell anymore at
22 Q. It says here in Section 16, "As agreed to by 22 that time.
23 seller and brokers, upon and at the closing seller shall 23 Q. Did All In One ever tell Elizabeth Diaz that
24 pay each broker a commission of $100,000 for a total 24 it would not pay any commission to her in June 2018?
25 commission of $200,000." Do you see that? 25 A. No, we did not.
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1 Q. Did Troy Nader ever tell Louis Montello that 1 A. I understand, but I am giving you the reason.
2 All In One would not pay the commission to the brokers? 2 Q. I will move to strike your answer as
3 A. No. We never sent additional modifications 3 nonresponsive.
4 after these modifications were sent to us with this 4 I am asking you, did anyone else, other than
5 contract that they added the language of seller shall 5 you, know that All In One did not intend to pay the
6 pay. We did not send additional modifications, as they 6 broker commission?
7 were not in agreeance with the affidavit. By advice 7 A. Yes. Our attorney did.
8 from our attorney and our CPA, we needed to have that 8 MS. DE ALEJO: Object to form.
9 affidavit signed for us to be able to sell the property. 9 THE WITNESS: Our attorney did. Our attorney
10 As well, we needed a plan B to be able to move our 10 and Eddy Fernandez.
11 property and purchase another building. 11 BY MS. FISHFELD:
12 Q. So Troy Nader did not tell Louis Montello that 12 Q. When did All In One tell your attorney that
13 All In One would not be paying the commission? 13 All In One would not be paying the commission?
14 MS. DE ALEJO: Object to form. 14 MS. DE ALEJO: Object to form. Now you're
15 THE WITNESS: No, he did not. He had minimal 15 engaging into attorney-client privileges and,
16 communication after this e-mail with Louis 16 therefore, I will instruct the witness not to
17 Montello. 17 respond what she told her attorney, when she told
18 BY MS. FISHFELD: 18 her attorney anything.
19 Q. Thank you. 19 Do not disclose any information between you
20 After this version of the contract, did All In 20 and your attorney.
21 One ever tell Manny Chamizo that it would not be paying 21 BY MS. FISHFELD:
22 the commission to either broker? 22 Q. Your testimony is that your attorney knew that
23 MS. DE ALEJO: Object to form. 23 All In One would not be paying the commission.
24 THE WITNESS: No. We never had those 24 A. Correct.
25 conversations with Manny Chamizo that I am aware of 25 Q. And that All In One knew it did not want to
Page 39 Page 41
1 to the best of my knowledge. 1 pay a commission.
2 BY MS. FISHFELD: 2 A. Correct.
3 Q. Did All In One ever tell Vince Lago that it 3 Q. Did anyone else know that?
4 would not be paying the commission to either broker? 4 A. Not that I am aware of.
6 THE WITNESS: No. 6 THE WITNESS: Not that I am aware of.
8 Q. The only person who says that All In One would 8 Q. Thank you. Let's go to tab 6. This is
9 not be paying the commission is you? 9 Exhibit 6. It is AIO 72 to 74.
10 MS. DE ALEJO: Object to form. 10 A. I have it.
11 THE WITNESS: There was no commission to be 11 (Thereupon, Tab 6, AIO 72-74 was remotely
12 paid at that time because there was no contract 12 introduced as Plaintiff's Exhibit 6 for Identification.)
13 that was executed. So I am telling you what I do 13 BY MS. FISHFELD:
14 know, which is the fact that the buyer's attorney 14 Q. Do you recognize this e-mail?
15 wrote language that our attorney did not specify in 15 A. Yes, I do.
16 the modifications. 16 Q. It is an e-mail from Eddy Fernandez to Manny
17 At that moment, after this draft that you 17 Chamizo. It says on here from Eddy Fernandez to Manny.
18 provided to us, we did not proceed with the 18 Do you understand that to be Manny Chamizo?
19 contract due to the fact that the buyer was very 19 A. Yes, I do.
20 resistant in signing the affidavit. He did not 20 Q. And the cc is Yahoo Mail. Do you understand
21 want to sign the affidavit. And without the 21 that to be Vince Lago's e-mail?
22 affidavit -- 22 A. Yes, it is.
23 BY MS. FISHFELD: 23 Q. And Elizabeth Diaz?
24 Q. My question had nothing to do with the 24 A. Mm-hmm.
25 affidavit. 25 Q. It is dated June 20, 2018, right?
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1 A. Yes. 1 Q. Is it correct that All In One called off the
2 Q. In the e-mail, Eddy Fernandez says to Manny: 2 deal because it wasn't a good time to sell the property?
3 "After giving this contract serious consideration, we 3 A. It is correct to say that All In One did not
4 have decided not to accept the contract." 4 sign the sales contract that was presented to us because
5 Did All In One give the contract serious 5 we did not have a replacement property. The buyer did
6 consideration? 6 not agree in an affidavit which our CPA and our attorney
7 A. Yes. Of course we did. We sat with our 7 wanted us to sign with him. That is why we did not
8 attorney various times. We even had a meeting with our 8 proceed with the sales contract.
9 CPA to go over the information. Eddy looked at the 9 Q. But All In One told Manny and Vince and Liz
10 properties that were in the market by ourselves. We 10 that the timing was not right?
11 also went out -- he also went out with Manny and Vince. 11 A. Right. The timing is in reference to what I
12 Of course we did. We took consideration into this 12 mentioned. The timing was not right due to the fact
13 contract. 13 that there was not a replacement property for us. There
14 During that time frame, which was about 14 wasn't a property that we could go to.
15 probably three weeks, we had to do our due diligence to 15 The affidavit that was being signed was in
16 be able to sell the property, so we had several meetings 16 reference to the escrow that they were going to be
17 with our attorney. We had several meetings with our 17 holding from us because they wanted to extend their
18 CPA, and we also were looking for properties for us to 18 closing date. So that is why we did not proceed. We
19 be able to move because we knew that we had a short term 19 did not want to lose closing on one property and --
20 that we would be able to be tenants, if anything, at the 20 closing on a property, like purchasing the property, and
21 property. 21 not closing on this property, as this property was going
22 MS. DE ALEJO: Jessica, whenever you have a 22 to be involved as part of the 1031 exchange as well.
23 break, if we could take a bathroom break. Just 23 Q. So the timing wasn't right because you had not
24 keep that in mind. 24 yet found a replacement property to move your business
25 MS. FISHFELD: Sure. How about after this 25 into.
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1 document? 1 A. And the buyer was not in agreeance with
2 MS. DE ALEJO: Thank you. 2 signing the affidavit. We were not able to proceed.
3 BY MS. FISHFELD: 3 Q. Tell me what the affidavit was about.
4 Q. So All In One took this potential deal 4 A. The affidavit had to deal with the fact that
5 seriously. 5 if we would purchase another property, that we wouldn't
6 A. Yes, we did. 6 be caught with two properties. We were going to be
7 Q. Did you understand that Manny took it 7 doing what is called a 1031 exchange, so we needed to be
8 seriously? 8 sure that we had replacement property for tax purposes.
9 MS. DE ALEJO: Object to form. 9 We needed to be sure that this buyer wasn't going to
10 THE WITNESS: We understood that Manny and 10 back out and we would already be in another contract and
11 Vince both took it seriously, as well as Elizabeth 11 now have this property, 3251, not closed on, still own
12 and Alex Alvarez. All parties involved, including 12 it, and purchasing a new property that we were going to
13 our attorneys. Everyone took it seriously. 13 be moving into and Alex Alvarez not close on this
14 BY MS. FISHFELD: 14 property.
15 Q. The next line says in the e-mail says: 15 Q. So the affidavit was in relation to the need
16 "Unfortunately, the timing is not right." 16 for a replacement property, right?
17 What does he mean by that, the timing is not 17 A. Correct. There was a need for the escrow that
18 right? 18 was going to be held back if the buyer did not close.
19 A. The timing is not right because at that time 19 Q. He then says in this e-mail: "Three months
20 we were not able to find a property for us to move to 20 ago, it would've been a different story." What does
21 and having the buyer give us hesitation on signing the 21 that mean?
22 affidavit -- the timing wasn't right. We needed that 22 A. In that aspect, from my conversations with
23 affidavit. We needed to be sure that if we would get 23 Eddy, it's that there was more property in the market
24 ourselves into another property, he would not then say, 24 three months ago.
25 "Oh, I am not going to close on this property." 25 Q. So if it had been three months ago, All In One
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1 would have felt more secure that it would easily be able 1 A. Yes. Yes.
2 to find a replacement property? 2 Q. Was that potential buyer, the not-for-profit,
3 A. Yes. 3 represented by a buyer's broker?
4 Q. But at this time, there were not a lot of 4 A. They were.
5 properties that fit your desires to be a replacement 5 Q. Was All In One represented by a broker for the
6 property. 6 listing?
7 A. Correct. Right. There were properties in the 7 A. Eddy was the listing agent.
8 market, and most of them needed a lot of work. We 8 Q. That was in October 2018?
9 didn't have the time for that. 9 A. Yes.
10 Q. Then as you see, Eddy apologizes to Manny and 10 Q. What were the terms of that offer? I guess I
11 Vince and apologizes to Elizabeth. He then says: "At 11 will have to narrow that. What was the purchase price?
12 this time, our building will not be in the market." Do 12 A. I think it was either 6.2, I believe, or 6.3.
13 you see that? 13 We can look it up and share.
14 A. Yes, I do. 14 Q. Did All In One receive any offers before
15 Q. What does that mean? 15 October 2018?
16 A. That we are not interested in any offers to 16 A. You mean between June and October of 2018?
17 sell the building. 17 Q. Yes.
18 Q. All In One was no longer interested in selling 18 A. We did receive phone calls in regards to
19 the property to anyone at that time. 19 showing the property. I cannot recall if we received --
20 A. Yes. 20 like, it wasn't an offer. It was like a letter of
21 MS. FISHFELD: I am done with this document, 21 intent. I am not exactly sure how many letters of
22 so we can take our break. 22 intent we received during that time frame. I know we
23 MS. DE ALEJO: Thank you. 23 definitely did have individuals come and look at the
24 THE WITNESS: Thank you. 24 property during that time frame.
25 (Recess taken in the proceedings from 11:15 25 Q. How did they learn about the property? Did
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1 a.m. to 11:23 p.m., after which the following 1 they learn about the property through the listing?
2 proceedings were had:) 2 A. The property was listed and it was -- that is
3 MS. FISHFELD: Back on the record. 3 how they -- at least the one in October, that is how
4 BY MS. FISHFELD: 4 they knew about the property. In specifics, I don't
5 Q. We were just talking about, with respect to 5 know if the other ones knew because of the listing. I
6 Exhibit 6, that in the June 20, 2018, e-mail, Eddy told 6 don't know if they came in July or August or if it was
7 Manny, Vince, and Elizabeth Diaz that All In One was no 7 in September, like mid-September, once we sent out the
8 longer interested in selling the property at that time, 8 offering memorandum and the listing.
9 right? 9 Q. After June 20, 2018, you recall a formal offer
10 A. Yes. 10 being submitted by the not-for-profit in October, and
11 Q. After that e-mail, did All In One entertain 11 you are not sure about a few other offers you may have
12 any other offers through an off-market deal? 12 received before that?
13 A. We were presented an offer in October, but we 13 A. Yes. I am not sure. There was nothing that
14 had -- we listed the property. Like, Eddy listed the 14 ever came to fruition. I don't know if it was during
15 property. Then in October we were presented an offer 15 that time frame or not. I do recall that one for the
16 from -- it was like a not-for-profit company. They 16 not-for-profit because I remember having a meeting about
17 presented an offer. 17 it with our CPA. None of the letters of intent that had
18 Their terms were a little different in regards 18 ever been offered to us had been from a charitable
19 to, like, how they pay you what is considered a 19 not-for-profit. They split the way that they pay you
20 shareable contribution. After our discussions with our 20 and what is considered shareable and what is considered
21 CPA, we did not move forward with that offer. 21 in a different section for your IRS taxes. It was a
22 Q. Who was the not-for-profit? 22 little bit more in depth than a regular contract.
23 A. I would have to look it up for you and send it 23 Q. Where would you have to go to find the
24 to you. 24 information that you're lacking about the other
25 Q. Was that in connection with the listing? 25 potential offers you think you may have received before
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1 October and after June 2018? 1 Even in the beginning when we were not in the
2 MS. DE ALEJO: Object to form. 2 property in 2017, sometimes even our GC that we had in
3 THE WITNESS: We did not keep, like, a ledger 3 the building would open up the building because it was
4 of letters of intent that we received. So 4 under construction and they would go in. So I can't
5 throughout this process, because we have had to 5 specify for you if -- we didn't keep a log of who was
6 look for documentation for this case, is that these 6 coming in and out to see the property or a file of how
7 things have -- you know, that our memory has -- we 7 many letters of intent we received during that time.
8 see e-mails, but not necessarily do I have all the 8 Everything was always up for negotiation and nothing
9 e-mails or recollection because we -- we did not 9 ever came to fruition.
10 keep a binder for every letter of intent or every 10 We never had anything concrete. They just
11 realtor that called us that wanted us to show them 11 knew that the property was being rehabbed and we were
12 the property. We did not keep any of those logs 12 willing to sell it. That was during 2017. Then in
13 throughout 2017 or 2018. 13 December 2017 we moved into the property. We were still
14 BY MS. FISHFELD: 14 willing to sell it if somebody was coming in with a
15 Q. It's hard to ask you questions because you 15 number that we would agree upon and the negotiations
16 don't really -- I don't have anything that I can hold on 16 would be okay for us to proceed with the contract.
17 to for this. 17 Then after we decided not to go with this
18 How many offers after June 20, 2018, did All 18 property in June, we said that we no longer were going
19 In One receive? 19 to be selling the property. For about two months, until
20 MS. DE ALEJO: Object to form. 20 probably like the beginning of September, like after the
21 THE WITNESS: We received -- we definitely 21 summer months, Eddy and I spoke about it again. We
22 received one letter of intent and various -- after 22 said, "You know what? Let's put it on the market.
23 it was listed, various phone calls and various 23 Let's see if anybody else is willing to purchase the
24 individuals calling us in regards to coming to see 24 property." Eddy did reach out to Vince Lago that he
25 the property. You know, the visits. Like with a 25 wanted to list the property.
Page 51 Page 53
1 realtor, "Oh, I have these potential buyers. Can 1 Q. Let's focus on what we are talking about right
2 we go and visit your property?" They would go and 2 now. From June 2018 to September 2018, how many offers
3 visit the property. 3 can you identify right now as you sit here today that
4 BY MS. FISHFELD: 4 All In One received?
5 Q. When did All In One list the property? 5 A. I cannot not identify any because I do not
6 A. We listed the property in, like, mid-September 6 know the time frames.
7 2018. 7 MS. FISHFELD: I will follow up, Alex, because
8 Q. Between June 2018 and mid-September 2018, did 8 I am going to need that information.
9 you receive any offers? 9 BY MS. FISHFELD:
10 A. I don't have a date specific, so I could not 10 Q. Let's move on from that for now. I don't know
11 give you an answer in those two months. 11 if you will want to find that information out during a
12 Q. Before mid-September, it wasn't listed 12 break or something or if you want me to move to have you
13 publicly, right? 13 come back again. That is one of the topics that you are
14 A. No. It was not listed publicly. No. 14 here to testify to today as the representative. We are
15 Q. Any offers you received -- 15 going to need that information at some point.
16 A. Throughout 2017 and 2018, we did not have the 16 A. What information do you need?
17 property listed. But there were realtors that knew we 17 MS. DE ALEJO: We will talk on a break. Any
18 would be willing to sell the property if they brought in 18 documents that they located that deal with that, we
19 a buyer. So we did have letters of intent that came in. 19 will do a supplemental production. I will try to
20 Several letters of intent that came in were not 20 get that done while we are here today. If there
21 necessarily only from Manny Chamizo or Vince Lago. 21 are no documents, there is no information for us to
22 There were other realtors that also sent us letters of 22 provide.
23 intent to be able to come and view the property. They 23 MS. FISHFELD: She can provide testimony.
24 would view the property and then send us a letter of 24 MS. DE ALEJO: Yes, she can provide
25 intent. 25 testimony. As a corporate representative, you have
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1 to base it on the records of the company. So if 1 in 2018 before?
2 there are no corporate documents and if she has had 2 A. Because we wanted to list the property to be
3 these conversations between the members, she can't 3 able to have the listing for all realtors to be able to
4 create testimony that is not maintained within the 4 know that we were selling the property and it would be
5 company and that's not corporate knowledge. 5 able to -- once you list a property, it goes out to more
6 MS. FISHFELD: I don't think that is accurate. 6 realtors than if it's just word of mouth that a property
7 MS. DE ALEJO: That's fine. 7 is off market. There are more marketing platforms for
8 MS. FISHFELD: Her testimony is not just based 8 the property to be and it's easier and more accessible
9 on what documents exist. It is also based on her 9 for anybody to Google to see the property is being
10 experience as a representative of the company and 10 listed and find information about the property.
11 the other managing members' experiences. 11 Q. It states in Eddy's text message: "Our asking
12 MS. DE ALEJO: That is what I just said. 12 price will be $6,450,000 with 4 percent total commission
13 MS. FISHFELD: I thought you said it was based 13 for selling and listing broker."
14 only on documents that exist. 14 A. Yes. Correct.
15 MS. DE ALEJO: That's not what I said. 15 Q. Is it right that All In One increased the
16 MS. FISHFELD: Okay. 16 sales price of the property?
17 Let's go to tab 7. This will be Exhibit 7, 17 A. Yes, we increased the sales price of the
18 please. It is Lago 28 to 35. 18 property.
19 (Thereupon, Tab 7, LAGO 28-35 was remotely 19 Q. By approximately $450,000?
20 introduced as Plaintiff's Exhibit 7 for Identification.) 20 A. By approximately -- yes.
21 BY MS. FISHFELD: 21 Q. Why did All In One raise the price by
22 Q. If you go to Lago 29, this appears to be a 22 $450,000?
23 text message. It was produced by Vince Lago. At the 23 A. To be able to provide the 4 percent total
24 top it says EF, and then it has the name Eddy. The text 24 commission for the selling and listing broker.
25 message says: "Good morning, Vince. I hope you had a 25 Q. At this point, is it right that All In One's
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1 wonderful Labor Day weekend with your family. Adriana 1 intention was for it, as the seller, to pay the
2 and I have decided to lease 3251 Ponce de Leon." 2 commission to the selling and buyer's broker?
3 So my first question is: Is it your 3 A. Yes, it was. That is why we raised the sales
4 understanding that this is a text message from Eddy to 4 price.
5 Vince about the property? 5 Q. Why did All In One now decide that it would
6 A. Yes. 6 pay the broker commission?
7 Q. I think we talked about this at your prior 7 A. Because we thought it would be a more
8 deposition. Just to be clear, I'll ask you again. It 8 favorable offer if we would raise our sales price and
9 says: "Adriana and I have decided to lease 3251 Ponce 9 say that the seller was paying the commission for the
10 de Leon." Is it right that it was meant to say "we have 10 selling and the listing broker, and we raised it up to
11 decided to list 3231 Ponce de Leon"? 11 4 percent.
12 A. Yes. That is correct. 12 Q. A more favorable offer to whom?
13 Q. If you scroll up just to the bottom of the 13 A. Well, a more favorable offer to any realtor
14 prior page, Lago 28, you can see there that the date 14 that was showing the property and bringing a buyer for
15 this text was sent was September 4, 2018. Okay? 15 the property.
16 A. Yes. 16 Q. It says: "4 percent total commission for
17 Q. In around September 2018, All In One decided 17 selling and listing broker."
18 to list the property, right? 18 A. Mm-hmm.
19 A. Yes. 19 Q. Was that a typo again and he meant to say "for
20 Q. Why did All In One decide to list the property 20 buying and listing broker"?
21 at that time? 21 A. Yes.
22 A. Because we wanted it to be on the market to 22 Q. The offer of a 4 percent total commission is
23 see if we could have a successful sale of the property. 23 quite a bit higher than the $100,000 commission that was
24 Q. Why didn't you just continue showing the 24 previously being negotiated, right?
25 property as an off-market deal like you had been doing 25 A. Correct. That is before the sales price was
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1 raised. 1 lower commission.
2 Q. Why is the total commission so much higher? 2 Q. Was the strategy here by raising the price and
3 A. Because we raised the sales price. 3 raising the commission to attract real estate agents?
4 Q. I thought you said you raised the sales price 4 A. No. It was to attract offers.
5 in order to effectuate the higher commission. 5 I think if we continue on to the next text
6 A. Right. We raised the sales price to be able 6 that you see once Vince responds, I think Eddy responds
7 to provide a higher commission. 7 back. He writes: "I understand. 6.19 is the bottom
8 Q. Why did you want to provide a higher 8 line. No haircuts on our sales price." He was already
9 commission? 9 taking out the 4 percent and knew what we would be
10 A. For the property to be more favorable for it 10 getting.
11 to be able to sell. If we are giving a higher 11 Q. By raising the commission being offered to
12 commission, the realtors would most likely be more 12 4 percent, that benefits who?
13 willing and wanting to show this property and be more 13 A. It benefits all. If we are able to close and
14 favorable for them to show their buyers this property 14 if there is a happy seller, a happy buyer, and two happy
15 because we were giving a higher commission instead of a 15 realtors, it would benefit all.
16 lower commission. 16 Q. In particular, raising the commission, that
17 Q. Is a 4 percent total commission a reasonable 17 benefits the real estate agent the most, right?
18 commission? 18 A. Correct. But we raised the sales price. It
19 MS. DE ALEJO: Object to form. 19 was also benefiting us as well.
20 THE WITNESS: Commissions would always vary on 20 Q. The reason why you raised the commission was
21 transactions. At that moment, with that asking 21 so that you could attract real estate agents to do the
22 price, we thought it was a good commission for 22 work and show the property, right?
23 2 percent, 4 percent in total. 23 MS. DE ALEJO: Object to form.
24 BY MS. FISHFELD: 24 THE WITNESS: No. You wouldn't show the
25 Q. If the price had been 6 million, would 25 property. It would be the listing agent. In this
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1 4 percent still be a reasonable commission? 1 text message, Eddy went back to Vince to ask Vince
2 MS. DE ALEJO: Object to form. 2 if he wanted to be the listing agent on the
3 THE WITNESS: That was not our asking price. 3 property. Like, if he was going to want to do the
4 Our asking price at that moment was 6.4. I can't 4 work to be the listing agent on the property. So
5 answer for you at that time if at 6 million we 5 Vince would be the listing agent, and then he would
6 would have not offered 4 percent total commission, 6 have put the property on the market and he would
7 because then our bottom line wouldn't have been 7 have had the buyer's agents bring their buyers with
8 what we wanted it to be. 8 them to the property. But the buyer's agent
9 BY MS. FISHFELD: 9 wouldn't show the property; it would be the listing
10 Q. What I am confused about is that I am hearing 10 agent. Vince would go and -- well, he or his
11 that you raised the price to 6.45 so that you could give 11 assistant. I don't know exactly how he works. He
12 a 4 percent commission. But then sometimes you say that 12 would go to the building and would show the
13 the 4 percent commission was reasonable because your 13 property to the buyers with the buyer's agent
14 asking price was 6.45. I am trying to understand -- 14 unless Vince coincidentally also had a buyer's
15 A. Right. Maybe I can clarify for you. 15 agent and he would be going in as well.
16 Q. Okay. 16 BY MS. FISHFELD:
17 A. We raised the sales price to be able to 17 Q. Why did All In One raise the price by $450,000
18 provide the 4 percent total commission. If we were 18 in September 2018?
19 making more, if the property was selling for more, we 19 A. To be able to pay the 4 percent total
20 were able to give up to 4 percent total commission 20 commission for the selling and buyer's agent.
21 because the 4 percent is from the 6.4. But that was 21 Q. Why did All In One want to be able to pay the
22 still $400,000 more than we were willing to give before. 22 4 percent commission to the buying and listing real
23 So if you would do the math, it was more of a 23 estate agent?
24 gain if we raised the sales price and gave a higher 24 A. Because we realized that it would be an easier
25 commission than if we had a lower sales price and a 25 transaction if we were the ones at that moment paying
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1 the 4 percent. 1 Q. Would he have to do all of that work even
2 Q. Why? 2 though he had already been showing the property as an
3 MS. DE ALEJO: Object to form. 3 off-market deal?
4 THE WITNESS: That was our train of thought at 4 MS. DE ALEJO: Object to form.
5 that moment. That is why we raised the sales 5 THE WITNESS: He showed the property not on a
6 price. 6 regular basis. He showed the property whenever he
7 BY MS. FISHFELD: 7 had somebody. Many times, he didn't even go. He
8 Q. Why would it be an easier transaction if you 8 would tell us that somebody was going to go and
9 were paying a 4 percent commission to both brokers? 9 either my front desk or assistant would walk around
10 MS. DE ALEJO: Object to form. 10 with the buyer's agent or with the buyers or
11 THE WITNESS: Because the buyer wouldn't have 11 whatever it may be, and even with the general
12 to pay the commission of their agent or the 12 contractor in 2017.
13 seller's agent and he would already know what his 13 So it is a little bit different. When there
14 sales price is and wouldn't have to worry about the 14 is an exclusive listing agreement, there is more
15 commission because the seller was paying the 15 work. Every broker has different verbiage on their
16 commission. 16 listing agreements. It wouldn't be the same
17 BY MS. FISHFELD: 17 because he did not have this exclusive listing. It
18 Q. The next section says: "I am reaching out to 18 was not his. Now if anybody were to sell that
19 you. If you would not like to list this building, we 19 property, nobody else could have represented us or
20 will list it ourselves. I don't intend on giving out 20 provided us any letter of intent trying to
21 this listing to anybody else." 21 represent All In One Investment Property. It would
22 A. Mm-hmm. 22 have been only Vince Lago.
23 Q. Did All In One invite Vince to be All In One's 23 BY MS. FISHFELD:
24 listing agent for the property? 24 Q. So his role would have been very different
25 A. Yes. That is exactly what this text message 25 from what it was in June 2018 if he had accepted this
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1 was for. It was to ask Vince to be our listing agent. 1 invitation?
2 Q. How would that relationship have been 2 A. Yes.
3 different from what Vince had already been doing in 3 Q. And he would have had to do a fair amount of
4 June 2018? 4 work if he had accepted this invitation?
5 MS. DE ALEJO: Object to form. 5 A. Yes.
6 THE WITNESS: He would be our exclusive 6 MS. DE ALEJO: Object to form.
7 listing agent. Him, Vince Lago. 7 THE WITNESS: Yes. Regular real estate work,
8 BY MS. FISHFELD: 8 yes.
9 Q. You emphasized "him" in that sentence. What 9 BY MS. FISHFELD:
10 do you mean by that? 10 Q. If we scroll down and go to Lago 30, the top
11 A. That it's him. Like, Vince Lago. It was him, 11 Vince texts Eddy: "What is your bottom-line number?
12 the one we are reaching out to. We are reaching out to 12 Taking into consideration the 4 percent for real estate
13 Vince for him to be the exclusive listing agent. He 13 commission. I obviously will try to get you the highest
14 would have to do everything that is required of a 14 price. I just want to make sure we don't run into the
15 realtor when he is listing a property. 15 same issues we encountered in the last transaction."
16 Q. What kind of work would he have to do if he 16 What is Vince referring to here when he refers
17 had accepted All In One's invitation? 17 to "the last transaction"?
18 A. He would have had to market the property. He 18 A. That we did not close and we did not accept
19 would have taken pictures of the property. He would 19 the offer presented to us.
20 have to give us reports on the property. He would have 20 Q. When he says "the same issues," what issues
21 to meet the buyers' agents and buyers in the building. 21 was he talking about?
22 He would have to negotiate on our behalf and have our 22 A. That we did not close and we did not come to
23 best interest at heart as his clients. He would have to 23 an agreement.
24 meet with us to give us updates. He would list it on 24 Q. He says that he does not want to run into the
25 all the platforms that he has accessible as a realtor. 25 same issues we encountered in the last transaction. He
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1 was referring to the negotiations with Alex Alvarez in 1 or a foreign national needs a property and they are
2 June 2018, right? 2 willing to spend more just for the needs they have.
3 A. Yes. That is the only transaction we had that 3 They need to move their business or they need to move
4 we had a sales contract on with them. 4 money around. So they are less likely to negotiate on
5 Q. So this invitation to be the listing agent was 5 sales price because of the need and the hurry that they
6 for a new engagement, separate from the last transaction 6 are to purchase something. So it all depends on the
7 with respect to Alex Alvarez, right? 7 motivation of the client of how much are they willing to
8 A. Yes. We did not have an engagement with him 8 pay for the property.
9 previously. This was for him to be our listing agent. 9 Q. When Vince and Manny had been presenting
10 Q. Then when you go to Lago 31, on September 5, 10 offers to you when the property was not listed, were
11 2018, Eddy texts: "Good morning, Vince. Please let me 11 they presenting offers from foreign nationals?
12 know your thoughts on the listing." 12 A. I am not sure. They didn't present offers.
13 Vince responds: "Give me 'til tomorrow." The 13 They presented letters of intent. We did not receive
14 last sentence of the text is: "I don't want to just 14 any sales contract, except this one. So I am not sure
15 take a listing; I want to sell the listing." 15 if those letters of intent that we reviewed last time,
16 Is Vince saying there he only wants to be the 16 if any of them were foreign nationals or not.
17 listing broker for the property if he believes he can 17 Q. Was it your understanding that they would be
18 sell it for the price that you are asking? 18 marketing the property to foreign nationals?
19 A. Yes. Correct. 19 A. We had no understanding with them in regards
20 Q. Go to Lago 32, please. Eddy asks on 20 to how they would market the property because we didn't
21 September 7th: "Good morning, Vince. Have you made a 21 expect them to market the property in any way as they
22 decision?" Eddy is asking Vince if he has made a 22 were not exclusively representing us. There were other
23 decision about whether to accept his offer to be the 23 realtors that were also bringing buyers to us. We never
24 listing agent, right? 24 asked them exactly what are you doing to let people know
25 A. Yes. Correct. 25 that this property is -- you know, that the seller is
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1 Q. And Vince says, "Yes, I have spoken to my team 1 willing to sell if a good offer is made.
2 and I want to list the property, but the CMA we are 2 Q. When Eddy says "Once it's listed in the local
3 finalizing shows the listing should be more in the 6.3 3 and global markets where the money is, we should get the
4 range." 4 asking price," what does he mean by "where the money
5 Do you understand Vince was saying that he 5 is"?
6 thinks a listing price of 6.4 million was a bit too 6 A. Foreign nationals bring a lot of money into
7 high? 7 the United States, especially into Miami. A lot of
8 A. Yes. 8 times they are not as particular with sales prices and
9 Q. And then Eddy responds: "I understand, but 9 with negotiations because they either need to move their
10 once it's listed in the local and global markets where 10 money from their current countries that they are in due
11 the money is, we should get the asking price." 11 to governmental issues or they need to invest for visa
12 Was All In One considering listing the 12 reasons. So those are all different things that when
13 property in local and global markets? 13 you are dealing with foreign nationals you need to know.
14 A. Yes. 14 Q. By listing the property, was All In One
15 Q. What does that mean? 15 opening up the property to a different clientele than it
16 A. It's just the platforms that you use. There 16 had been opened up to before?
17 are different platforms. There are platforms that 17 A. Yes. The property was not on the market. The
18 realtors use that they are able to show properties to 18 property was not on the market previously. Unless there
19 foreign nationals that are not from the United States 19 was a realtor that had spoken to Eddy and knew that we
20 and that want to come and invest money in the United 20 were willing to sell the property, you wouldn't --
21 States. 21 nobody else would be able to know that we were willing
22 Q. Why would foreign nationals pay more than what 22 to sell because it was not listed. You couldn't find
23 Vince thought the property was worth? 23 that in any of the realtor platforms or on the Internet.
24 A. Well, I think it all depends what the buyer 24 You wouldn't be able to do a search and see that this
25 needs. Sometimes there are cases that either a domestic 25 property was for sale.
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1 Once the property is listed, then the property 1 THE WITNESS: He didn't really give an
2 is available to everyone anywhere that has access to the 2 exact -- he said he thought it would be around the
3 Internet or any of these real estate platforms that show 3 6.3 range. He said that he didn't -- that he had a
4 commercial properties that are listed. 4 lot going on, I guess with work, and he didn't
5 Q. When Eddy says "We should get the asking 5 think the 6.4 was the list price that he would
6 price," what experience is he basing that observation or 6 want. It gave us more of the feeling that he had a
7 prediction on? 7 lot of other things going on and that is why he
8 A. He wrote "should." That is his assumption at 8 proceeded to not go with the listing.
9 that point that he believes he will get the asking price 9 BY MS. FISHFELD:
10 that he wants. 10 Q. Because he said he didn't want to just take
11 Q. What is that based on? 11 the listing; he wanted to sell the listing, right?
12 A. Based on research that he had done for 12 A. Correct. If you think about it, from 6.3 to
13 properties that were selling in that area. 13 6.4, it is very close, the sales price. It is $100,000
14 Q. Does he know a lot about the sales price that 14 on a $6 million deal. That is not a lot of money. It
15 properties can get? 15 wasn't a big difference from the range. He was at the
16 A. He does have good real estate knowledge. We 16 6.3 range and we were listing it at 6.4.
17 have access to the programs to be able to also see 17 Q. So Vince declined the offer to be the listing
18 properties that are for sale and properties that have 18 broker because he didn't feel like he was going to be
19 recently sold. 19 able to sell the property, right?
20 Q. Because he has been in real estate for a long 20 MS. DE ALEJO: Object to form.
21 time, right? 21 THE WITNESS: You would have to ask Vince
22 A. Yes, he has. 22 that.
23 Q. So he is a very sophisticated real estate 23 BY MS. FISHFELD:
24 person? 24 Q. What did All In One believe was the reason why
25 MS. DE ALEJO: Object to form. 25 Vince declined the offer?
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1 THE WITNESS: His main work is not in regards 1 A. Because he had a lot on his plate.
2 to real estate. It was in regards to lending. But 2 Q. It's relevant that Vince had a lot on his
3 we have access to appraisers that we are able to 3 plate because to be the listing agent he would have to
4 call to get information for commercial and 4 do a lot more work on the property, right?
5 residential appraisals. We have the platforms we 5 MS. DE ALEJO: Object to form.
6 are able to see. We do have experience. That is 6 THE WITNESS: Yes.
7 what we do as a career. It's all in the real 7 BY MS. FISHFELD:
8 estate market. 8 Q. So that exchange or that text from Vince in
9 So yes, I would say that we are both 9 which he said thank you and good luck on the list that
10 knowledgeable of the real estate market in regards 10 we just discussed was on September 10, 2018, right?
11 to real estate transactions and financing 11 A. Yes, it was.
12 transactions. 12 Q. Then the next day, the day after Vince had
13 BY MS. FISHFELD: 13 declined All In One's invitation to be the listing
14 Q. If you go to Lago 33, Eddy writes: "Good 14 broker, he texted Eddy saying: "I just received a call
15 morning, Vince. Hope had you a wonderful weekend with 15 regarding another deal from Liz and they are willing to
16 your family. I know you have a lot on your plate. 16 buy the building as per their previous contract. All
17 Adriana and I are going to list on our own." 17 cash."
18 Then Vince responds: "Thank you. Good luck 18 Was Vince referring to the Alex Alvarez deal?
19 with the list and I hope you achieve your price." 19 A. Yes. That is the only contract he ever
20 So Vince declined All In One's offer to be the 20 presented, yes.
21 listing broker for the property, right? 21 Q. So even though he had declined All In One's
22 A. Yes, he did. 22 invitation to be the listing broker, he was still
23 Q. Is that because he believes All In One's price 23 involved in the deal with Alex Alvarez and Liz, right?
24 was too high and it wouldn't sell at that price? 24 A. Yes. Liz called him, and he reached out to
25 MS. DE ALEJO: Object to form. 25 us.
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1 Q. When Vince says "As per their previous 1 wrote. Eddy didn't specify anything of how Vince should
2 contract," he is referring to the terms of the offer 2 speak to Liz. It was just Vince who assumed and said "I
3 that Alex Alvarez and All In One had been negotiating 3 will tell them no," and Eddy wrote "Thank you." I don't
4 back in June 2018, right? 4 know how exactly Vince explained it. Eddy did not write
5 A. Right. The contract that was not accepted. 5 in his text message how he should explain it to Liz.
6 Yes. 6 Q. But Eddy understood that that Vince was going
7 Q. On the top of Lago 34, Eddy responds: "Good 7 to tell Liz that All In One was not interested in
8 afternoon, Vince. Our net number is $6.2 million. 8 negotiating any further with Alex Alvarez?
9 That's why we are listing the building. Our focus is 9 A. Correct. That is why Vince wrote I will tell
10 going to the overseas buyers." 10 them no.
11 Did All In One list the property in order to 11 Q. At this point, Vince was still communicating
12 focus on overseas buyers? 12 with the Alex Alvarez team on All In One's behalf?
13 A. Yes. 13 A. Liz reached out to him, yes, when this
14 Q. Why was that? 14 happened, and he reached out to us. Correct.
15 A. Because the foreign nationals during that time 15 Q. And then Vince communicated with Liz to
16 were bringing a lot of money into Miami. They were 16 communicate All In One's declining of the invitation,
17 taking it out of their countries. 17 right?
18 Q. Then he writes: "I know that your team knows 18 A. Yes.
19 Coral Gables like the back of their hands and they came 19 Q. On All In One's behalf.
20 in at 6.3 million." What does that mean? 20 A. That would be an assumption, Jessica, because
21 A. Because Vince had in a previous text mentioned 21 I don't know the conversations that Vince and Elizabeth
22 that the team had done their research and they were 22 did. But nothing ever went about. So I am sure that
23 coming in at 6.3 million. So our listing price was not 23 Vince must have told her no.
24 too off. 24 Q. I have to ask one more follow-up question. I
25 Q. Then Vince responds, "Okay. So I will tell 25 feel like we still are not quite there.
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1 them no," and Eddy responds, "Thank you." 1 At this point, All In One understood that
2 So Eddy had declined to negotiate with Alex 2 Vince was communicating with Liz Diaz on All In One's
3 Alvarez and his real estate agent, Liz Diaz, at this 3 behalf about the potential sale of the property, right?
4 time, right? 4 A. Yes.
5 MS. DE ALEJO: Object to form. 5 Q. Why did Vince continue to communicate with Liz
6 THE WITNESS: Yes. What he said no to was 6 regarding the Alex Alvarez potential deal after he had
7 because they wanted to know -- they wanted to know 7 declined to be the listing broker for All In One?
8 if we would be going -- you know, if we were 8 A. I am not --
9 willing to sell with the previous contract. Eddy 9 MS. DE ALEJO: Object to form.
10 said no, that we were not. 10 THE WITNESS: I am not able to answer that
11 BY MS. FISHFELD: 11 question. I'm not Vince Lago.
12 Q. The previous contract was for 6 million, 12 BY MS. FISHFELD:
13 right? 13 Q. Why did All In One want Vince to communicate
14 A. Yes. The contract that we reviewed earlier 14 with Liz, even though Vince had already declined his
15 that was not executed. Yes, that one. 15 offer to be the listing broker?
16 Q. Now Eddy was saying that they have raised the 16 A. We did not want to -- we did not ask Vince to
17 price and the net number is now 6.2 million. So that is 17 communicate with Liz. It was Liz who approached Vince
18 why he is not interested in accepting an offer from Alex 18 in regards to this. Then Vince just relayed the message
19 Alvarez at the previous term. 19 to us where Eddy replied back to him the text message in
20 A. Yes. At that moment that is what he said, 20 regards to not being 6.2 and he was going -- that he
21 yes. 21 thought he would be getting that price.
22 Q. Eddy directed Vince to tell Liz that All In 22 Q. Vince says "I will tell them no." When Vince
23 One was not interested in continuing negotiations with 23 says "I will tell them," is he referring to Liz Diaz?
24 them at that time, right? 24 MS. DE ALEJO: Object to form.
25 A. Well, Eddy didn't -- we could read what Eddy 25 THE WITNESS: Yes, he is referring to Liz
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1 Diaz. 1 previous negotiation.
2 BY MS. FISHFELD: 2 A. Correct. In the previous transaction. Yes.
3 Q. And Eddy says "Thank you," right? 3 Q. Okay.
4 A. Ah-hah. 4 A. That was her point of contact.
5 Q. So Eddy is aware and accepting of the fact 5 Q. And Vince was Eddy's point of contact with Liz
6 that Vince is communicating with Liz Diaz about the sale 6 too, right?
7 of the property, right? 7 A. Yes.
8 A. Correct. But we didn't ask him to do so. He 8 Q. Then you go to Lago 35, and Eddy sent a link
9 did not follow up with Liz. Liz called him. As a 9 to an offering memorandum and an accompanying text to
10 professional, I am sure Vince received the phone call 10 Vince that says: "Good evening, Vince. We listed our
11 and contacted the seller, and the seller told him no and 11 building today. Here is the offering memorandums." Do
12 he just called her back and said no instead of leaving 12 you see that?
13 her hanging. 13 A. Yes, I do.
14 Q. So why did Vince communicate with Liz on All 14 Q. If you scroll up to the bottom of Lago 34, you
15 In One's behalf? 15 can see that the text was sent on September 27, 2018,
16 A. Because he was asked a question from Liz. Liz 16 right?
17 asked him the question. I am not sure what you are 17 A. Yes.
18 trying to get to. If someone asks you a question and 18 Q. Which is my birthday. Just saying.
19 you are going to -- you will get them an answer. So Liz 19 Then Vince writes back: "Great news. Good
20 called him and asked him a question. He asked Eddy the 20 luck." So Vince and All In One still had a cordial good
21 question. Eddy said no. Then he replied back no. 21 relationship, even though Vince had declined to be All
22 Q. If Liz called me and asked me a question about 22 In One's listing broker, right?
23 your property, I would not communicate on your behalf. 23 A. Yes.
24 A. I understand that, but Vince was involved in 24 Q. Let's go to tab 8. In will be Exhibit 8,
25 the previous transaction. That is why she called him. 25 please. It is AIO 201 to 204.
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1 Liz would have no knowledge that Vince denied wanting to 1 A. Okay.
2 list the property. It wouldn't be public knowledge to 2 (Thereupon, Tab 8, AIO 201-204 was remotely
3 Liz that he denied listing the property. And she knows 3 introduced as Plaintiff's Exhibit 8 for Identification.)
4 that he -- she dealt with Vince during the negotiations 4 BY MS. FISHFELD:
5 more than with Manny Chamizo. So that is who she felt 5 Q. Have you seen this e-mail thread before?
6 more comfortable with calling to ask that question. 6 A. Yes, I have.
7 Q. So I understand that. I am talking about 7 Q. It is an e-mail thread involving Eddy
8 Vince responding back to Liz. Vince says, "I will tell 8 Fernandez, Vince Lago, and Liz Diaz, right?
9 them no," and Eddy says "Thank you." 9 A. Yes, it is.
10 Eddy did not say, "No, don't communicate with 10 Q. And the e-mail thread is dated September 19,
11 Liz on my behalf," right? He did not say that in this 11 2018?
12 text message. 12 A. Yes.
13 A. No, he did not say that. 13 Q. So if you go to AIO 203, there is an e-mail
14 Q. So he was comfortable with Vince continuing to 14 from Liz Diaz to Eddy Fernandez, dated September 19,
15 be involved in a potential negotiation with Liz Diaz, 15 2018, like we just said.
16 even though Vince had declined his invitation to be the 16 A. Yes. I see it.
17 listing broker, right? 17 Q. Liz e-mails Eddy, and the second sentence
18 A. Yes. He was fine with him responding back to 18 says: "Last week I spoke with Vince Lago to see if we
19 Elizabeth, yes. 19 can get together and discuss the possibility of you
20 Q. Because Vince was still involved in the 20 selling your building. He indicated that you were
21 potential transaction with Liz Diaz and Alex Alvarez, 21 considering listing the property on the market this
22 right? 22 time, but that you wanted $6.4 million instead of the
23 A. At that moment, there was no transaction. Liz 23 original asking price of $6 million."
24 was trying to revive it to see. 24 A. Mm-hmm.
25 Q. Right. Because he had been involved in the 25 Q. She goes on to say: "One of the most
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1 important things in a real estate transaction is having 1 right?
2 a willing seller and a willing and able buyer. In this 2 A. Yes.
3 case, we have both." 3 Q. And Vince then encourages Eddy to try to
4 Later on in the e-mail, in a new paragraph, 4 consider picking negotiations back up with Alvarez,
5 she says: "Eddy, you have a contract in hand that we 5 right?
6 have both spent time and money preparing. Why not 6 A. Yes.
7 consider this instead of starting the process all over 7 Q. Because he feels the market is going the other
8 again." 8 way. I should say he feels the market is heading in the
9 So Liz was reaching out to All In One to pick 9 other direction.
10 negotiations back up between All In One and Alvarez 10 A. Mm-hmm.
11 right? 11 Q. What does that mean? Do you know?
12 A. Correct. 12 A. Yes. He means that -- he feels the market is
13 Q. And she was saying that it would be easier to 13 not going to be -- the prices are going to lower.
14 just pick back up with those negotiations rather than 14 Q. So he felt that All In One's best bet was to
15 start all over again with the listing, right? 15 take the deal with Alvarez?
16 A. Yes. 16 A. Right. If we would wait longer, we would make
17 Q. Because you, All In One, Alvarez, and your 17 less.
18 agent, had made a lot of progress back in June and it 18 Q. Is it right that in September 2018 Vince was
19 would save you a lot of time and effort to try to close 19 trying to encourage All In One to negotiate with Alvarez
20 that gap instead of starting all over again by listing 20 instead of continuing to try to sell the property
21 the property, right? 21 through the listing?
22 A. Yes. 22 A. Yes. To Alex Alvarez, yes, he did.
23 Q. So is it right that by listing the property 23 Q. At this time, in September 2018, did Eddy
24 and marketing it to foreign nationals you would be 24 speak to Liz Diaz about a potential sale to Alex
25 starting the process all over again? 25 Alvarez? I will rephrase that. That was confusing.
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1 A. Yes, you can say that. 1 Obviously, they did speak about it right here in this
2 Q. The next e-mail in the thread is on AIO 202. 2 e-mail.
3 Eddy forwards Liz's e-mail to Vince on the same day and 3 Did they speak again? Did they have any type
4 says: "Good afternoon, sir. Please review the e-mail 4 of phone call at that point?
5 below. My opinion, this was not a proper e-mail to send 5 A. No, no. Nothing came about. Eddy understood
6 us and I just wanted you to know." 6 Vince. He understood what he was saying, but he already
7 Why was this not a proper e-mail for Liz to 7 made up his mind that he was listing the property for a
8 send? 8 higher price, and we didn't speak to them again in
9 A. Because if she knew that Vince was 9 regards to this.
10 representing us, that he should have been involved. 10 Q. At this point, September 2018, All In One was
11 Later we found out, because of the deposition, that he 11 not interested in continuing negotiations with Alex
12 knew all along because he admitted he had been cc'd on 12 Alvarez.
13 the e-mail. So he did know she was sending the e-mail. 13 A. Correct. Because it was not the sales price
14 He was forwarding the e-mail just letting Vince know 14 that we wanted at that time. Yes. We had just listed
15 that she had sent us this e-mail because he had just 15 the property. Better said, we had not even listed the
16 spoken to him the week before. Eddy had just spoken to 16 property yet at that time. We were contemplating
17 Vince the week before. 17 listing the property and we were gathering all the
18 Q. Because Vince was representing All In One with 18 information to list the property. I believe we listed
19 respect to the Alex Alvarez transaction, it was improper 19 the property the week after.
20 for her to contact Eddy directly because she should have 20 Q. Let's go to tab 9. This will be Exhibit 9.
21 gone through Vince? 21 This is Diaz 137 to 143.
22 A. Correct. 22 A. I have it.
23 Q. Vince responds to Eddy saying that he spoke 23 (Thereupon, Tab 9, DIAZ 137-143 was remotely
24 with Liz and she asked if it was okay to contact him, 24 introduced as Plaintiff's Exhibit 9 for Identification.)
25 All In One, directly, and Vince gave her permission, 25 BY MS. FISHFELD:
22 (Pages 82 - 85)
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1 Q. Let's go to DIAZ 138. 1 to school with the kids and you knew that they liked it.
2 A. Okay. 2 They brought his daughter that is a decorator. She had
3 Q. This is an e-mail from Eddy Fernandez to Liz 3 all these plans for the building. His son works in the
4 Diaz, right? 4 company, and they were excited about it and they were
5 A. Yes. 5 looking at the information. They liked the way our I.T.
6 Q. It's dated October 8, 2018. 6 room was set up. I think they fell in love with the
7 A. Mm-hmm. 7 building. We knew that they were very interested in
8 Q. That was a "yes," right? 8 purchasing that building just with conversations that I
9 A. Yes. I'm sorry. Yes. 9 personally had with them. So we knew that they were
10 Q. That's okay. It's just for the record. 10 buyers that did want that building. That's why Eddy
11 Eddy says to Liz: "I've received multiple 11 reached out.
12 offers with financing conditions last week and will 12 Q. Did Eddy think that it would be easier to just
13 continue to do so this week." 13 try to close the gap with Alvarez rather than deal with
14 Was one of the offers that he is referring to 14 these other offers that had financing conditions?
15 the offer from the nonprofit organization? 15 A. Right. Yes. That is why he went back to her
16 A. Yes. October 2018. I can get you the exact 16 and he asked her that, and then she responded I think
17 dates in a break. I can probably look at my e-mail and 17 the same day. He wrote to her like at 11:15. She
18 find it for you. 18 responded that night that Alex wasn't prepared to
19 Q. When he says they have "financing conditions," 19 reconsider the offer. So we just dropped it at that.
20 what is he referring to? 20 We never spoke to Vince about it or anything because she
21 A. That they have financing terms. It is not an 21 told us that he wasn't interested.
22 all-cash deal. They are not all cash offers. They are 22 Q. The financing conditions of the other offers,
23 putting down whatever, maybe 30 percent down, and they 23 was that the reason why Eddy felt like it would be in
24 need to get financing. They have financing terms in 24 All In One's interest to reach back out to Alvarez?
25 regards to like how many days for their due diligence 25 A. Yes.
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1 for their loan commitment from the lender, what is going 1 Q. When Eddy said to Liz, "Your buyer's offer was
2 to be part of the contract, how many days they need to 2 interesting for the terms," is that a reference to the
3 be able to close. They had financing contingencies, 3 fact that Alvarez's offer was an all-cash offer?
4 like, they would be able to get out if they were not 4 A. Correct.
5 able to get financing for the property. 5 Q. Then the next sentence says: "But fell short
6 Q. Are financing conditions unattractive to All 6 of our asking price." What does he mean by that?
7 In One? 7 A. It fell short of what he wanted to make on the
8 A. A cash offer is always easier because you 8 property. Like, what he would close the sales price
9 don't have to worry about the buyer being approved and 9 for.
10 the terms of the buyer's lender being approved and the 10 Q. Hadn't Alvarez come in at the asking price
11 time frames. Sometimes it is not necessarily that the 11 back in June 2018?
12 buyer isn't approved; it's how long it takes for them to 12 A. Alvarez came in at 6 million, I think it was,
13 get to the closing table for X, Y, or Z reason. So a 13 back in June 2018.
14 cash offer is always going to be more attractive to us 14 Q. Wasn't that the asking price in June 2018?
15 than one with financing. 15 A. I would have to check. Everything was always
16 Q. Let's go to the next paragraph. "I wanted to 16 up for negotiation, so it depended on commissions and
17 reach out to you one more time. Your buyer's offer was 17 all that exactly what the asking price was going to be.
18 interesting for the terms, but fell short of our asking 18 Q. Let's go to the next paragraph. "As I
19 price." 19 mentioned, our net $6,200,000. I understand your
20 Why did All In One want to reach out to Liz 20 buyer's offer comes with no financing conditions. If
21 Diaz in October 2018? 21 your buyer is willing to bring his offer up to a net of
22 A. Because we knew that Alex Alvarez really liked 22 $6,050,000, with the same terms as before, we will
23 the building. Not only did we know that he liked the 23 accept it." Do you see that?
24 building -- we knew he liked the building because I know 24 A. Yes.
25 his family and they had gone to the building and I went 25 Q. At this point, he is saying that he will
23 (Pages 86 - 89)
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1 accept the terms that had been offered in June 2018, 1 buyer was going to pay. That is why we didn't accept
2 except the price would have to go up, right? 2 the contract. Because it said the seller. The seller.
3 A. Correct. 3 They had changed it to the seller. With that sales
4 Q. It was only a matter of agreeing on the price 4 price, we were for the buyer to pay. Our attorney did
5 at this point, right? 5 not specify it in the corrections, but that was the
6 MS. DE ALEJO: Object to form. 6 conversations that we had with our attorney. The buyer
7 THE WITNESS: Right. If her buyer was willing 7 would pay the commissions, not the seller.
8 to agree on the price that he had put. 8 Q. Okay.
9 BY MS. FISHFELD: 9 A. In most of Eddy's e-mail you will see net,
10 Q. And the exact same terms as before, it says, 10 net, net. What he means by net is what he is getting.
11 right? 11 The net.
12 A. Right. But that is why the sales price was 12 Q. Let's take a step back.
13 moved up to 6.2. 13 A. Okay.
14 Q. What do you mean by that? 14 Q. This e-mail says, "If your buyer is willing to
15 A. Because in the initial contract -- remember 15 bring his offer up to a net of $6,050,000 with the same
16 that the draft contract that we reviewed earlier today 16 terms as before, we will accept it." And I am saying
17 was at 6 million and their buyer's attorney had put that 17 "we will accept it" because there is a tiny typo right
18 the seller had to pay the commission. So if we were 18 there, right?
19 going to have to pay the commission and it no longer was 19 A. Right. Right. Mm-hmm.
20 going to be the buyer paying the commission, that is why 20 Q. When he says "with the same terms as before,"
21 the sales price went up to 6.2. That is why he writes 21 he is referring to the June 14, 2018, marked-up draft
22 net. That he would net himself 6 million. 22 contract that we reviewed together.
23 Q. So Eddy is saying if Alvarez brings his price 23 MS. DE ALEJO: Object to form.
24 up to $6,050,000 -- 24 BY MS. FISHFELD:
25 A. No. What he is saying is -- okay. "As I 25 Q. That was Exhibit 5.
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1 mentioned, our net $6,200,000. I understand your 1 MS. DE ALEJO: Object to form.
2 buyer's offer comes with no financing conditions. If 2 THE WITNESS: I understand what you are
3 your buyer is willing to bring his offer up to a net of 3 referring to, which is that sales contract. But in
4 $6,050,000, with the same terms as before, we will 4 that sales contract, we didn't accept that it said
5 accept it." That the buyer would pay. 5 the seller was paying the commission. So it was
6 Q. He is saying the seller will pay $200,000 in 6 for the buyer to pay the commission. So those are
7 commission. 7 the terms that Eddy had. The buyer would pay the
8 A. If you keep it at the 6.2. But if it's the 8 commission for the 6 million. If it was at 6.2,
9 other one, then the buyer has to pay. 9 then we would pay the commission. That is what he
10 Q. So at this point, October 2018, All In One was 10 is putting on there.
11 offering to Alvarez to accept the contract with the same 11 BY MS. FISHFELD:
12 terms as had been discussed in June 2018, except 12 Q. When he says "With the same terms as before,"
13 increasing the purchase price, right? 13 what is he referring to?
14 A. Mm-hmm. 14 A. Well, the rest of the terms on the contract.
15 Q. Is that a yes? 15 When he refers to the terms, it is the fact that it was
16 A. No. What he was saying was that the buyer is 16 a cash offer. It did not have a financing contingency.
17 willing to bring his offer to a net of 6.5. So what he 17 Q. When Eddy says, "With the same terms as
18 means by net of 6.5, it is either you put a sales price 18 before," is he referring to the terms that were offered
19 of 6.2 and I pay the seller -- the listing and buyer's 19 in Exhibit 5?
20 agent commission, or you keep it at 6 and the buyer pays 20 A. He is referring to --
21 the selling and listing commission. 21 MS. DE ALEJO: Object to form.
22 Q. But here, he is saying if you keep the same 22 THE WITNESS: He is referring to -- just like
23 terms as before. When he says "the same terms as 23 he did on the top. If you read the top, he is
24 before," he is referring to the -- 24 saying the terms were interesting because it did
25 A. Right. Because those terms were that the 25 not have -- this e-mail is based on the offers that
24 (Pages 90 - 93)
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1 he is getting have financing contingencies, which 1 as a cash deal than a commercial property that
2 he named as conditions. Alex Alvarez's did not. 2 needed to get financing. Financing for commercial
3 It was a cash offer. So the terms of how it was 3 properties takes time and there is a lot of due
4 going to be paid was different. So that is what he 4 diligence as well. Not everybody is approved.
5 is saying. That he would accept that if it was 5 BY MS. FISHFELD:
6 cash instead of it being financed. That is why he 6 Q. If Elizabeth had written back saying, "Yes,
7 is reaching out to her. These other contracts have 7 okay," would All In One have paid the seller's and
8 financing contingencies and Alex Alvarez's was a 8 buyer's broker commission?
9 cash deal. 9 A. If Elizabeth would have said yes, we would
10 You see, that is why it says "I wanted to 10 have to see how she was going to come in. We wrote that
11 reach out to you one more time. Your buyer's offer 11 it had fallen short of the terms. So it all depends how
12 was interesting for the terms," because it was 12 she was going to come in. If she was going to give us a
13 cash, "but fell short of our asking price." 13 contract that said this is our net. You have to
14 BY MS. FISHFELD: 14 understand net means after we have paid any commissions.
15 Q. Yes, I see that. I see he says "With the same 15 So if she wanted us to pay the commission, she was going
16 terms as before." I am trying to understand what he is 16 to have to put it on top of the 6 million.
17 referring to there. 17 That is why Eddy clearly says offer up to a
18 A. And I am telling you what it is. It is the 18 net of 6 million. So the 6 million is not that we were
19 terms. His e-mail to her is saying I have received 19 going to be paying the -- that we were going to be
20 multiple offers with financing conditions. So then he 20 paying the agent's commissions. That is the net. That
21 is saying that your buyer's offer was interesting for 21 is what we wanted to net from this transaction. Now, if
22 the terms. The fact that it did not have any financing 22 we were the ones that were going to be paying the
23 conditions and it was a cash deal. 23 commissions, then the sales price had to be higher to
24 Q. Let's stop there. When he says "Your buyer's 24 compensate for those commissions. That is why he writes
25 offer was interesting for the terms," is he referring to 25 there "net." He is very clear on that. He writes that
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1 the draft contract that the parties were negotiating in 1 he wants to net that amount.
2 June 2018? 2 Q. Correct. So in this e-mail, he says "With the
3 A. Yes. Correct. That contract was a cash deal. 3 same terms as before." The terms before had the seller
4 Q. When he says "With the same terms as before," 4 paying for the commissions, right?
5 is he referring to the draft contract the parties were 5 A. So if we were --
6 negotiating in 2018? 6 MS. DE ALEJO: Object to form.
7 MS. DE ALEJO: Object to form. 7 THE WITNESS: Okay. If we were the ones that
8 THE WITNESS: Yes. Because he is talking that 8 would be paying the commission, then she would have
9 it is a cash deal and not -- it did not have any 9 to offer us a contract with a higher sales price
10 financing contingencies. 10 because we wanted to net the 6-million-50. She
11 BY MS. FISHFELD: 11 would have to give us a contract -- if she was
12 Q. Why did All In One decide to go back down to a 12 going to call Vince and they were going to say
13 net of 6.2 instead of continuing with the listing and 13 whatever it is that they were going to put,
14 marketing it to foreign nationals? 14 whatever it was, she was going to have to up it on
15 A. Well, the listing was for 6.4. Out of the 15 the sales price for us to be able to pay it. If
16 6.4, you have to deduct the commissions that you would 16 not, then she was going to have to have the buyer
17 pay. So the net would be -- it wouldn't be 6.4. It's 17 pay both commissions. But that's why he clearly
18 not the gross; it's the net. 18 writes there that he wanted to net 6 million with
19 Q. Why did All In One want to go back to the 19 the same terms as before. He did not put there
20 Alvarez deal instead of pursuing any offers it was 20 that was the sales price. He wrote there that he
21 receiving from the listing? 21 wanted to net. It is a big difference, net and
22 MS. DE ALEJO: Object to form. 22 sales price. It is two differences.
23 THE WITNESS: Because the offers that we 23 BY MS. FISHFELD:
24 received had financing conditions, and her offer 24 Q. So this says, "If your buyer is willing to
25 was a cash deal. We knew that it would go smoother 25 bring his offer up to a net of $6,050,000 with the same
25 (Pages 94 - 97)
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1 terms as before, we will accept it." 1 thanked her minutes later, and that was it.
2 A. Correct. 2 Q. Did All In One let Vince know about this
3 Q. So if you take the same terms as before, those 3 interaction?
4 include that the seller would be the one paying the 4 A. No. In this instance, we did not. We did in
5 commission, right? 5 the one in September. This one we did not because she
6 MS. DE ALEJO: Object to form. 6 responded right away saying no, so there was nothing to
7 THE WITNESS: The last drafted contract had 7 talk about with Vince. Why waste his time since she
8 that the seller would pay it. 8 already said no.
9 BY MS. FISHFELD: 9 Q. When you scroll up to Diaz 137, I know you are
10 Q. Thank you. 10 not on this e-mail, but you can see that Liz did forward
11 According to Eddy's e-mail here, the options 11 that interaction to Vince. Do you see that?
12 were to either keep the same terms as before with the 12 A. Yes. That is totally okay. Yes.
13 seller paying the broker fees and increase the sales 13 Q. That was my question. Does that surprise you?
14 price so that All In One nets $6,050,000, that is one 14 A. No. Not at all. That's fine.
15 option, right? 15 Q. So Liz was looping Vince in because he is
16 MS. DE ALEJO: Object to form. 16 still involved in this transaction at this point, right?
17 THE WITNESS: Yes. Eddy wanted to net 17 A. Because he is the one that -- not because he
18 6-million-50. Commissions had to be on top of 18 is involved in the transaction, but because he is the
19 that. 19 one that -- in the previous sales contract, he is the
20 BY MS. FISHFELD: 20 one that was part of it and that is who she communicated
21 Q. So yes, that was one option, what I just said? 21 with from that sales contract. She was just letting the
22 A. Yes. Yes. 22 realtor know, which is completely professional and
23 MS. DE ALEJO: Object to form. 23 completely correct.
24 THE WITNESS: I said yes. 24 It's just like Eddy had let her know in
25 BY MS. FISHFELD: 25 September that -- let Vince know in September she had
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1 Q. And another option is that All In One would 1 reached out to him. If she would have responded
2 not pay any broker fees and the purchase price could be 2 anything else, we would have reached out to Vince. She
3 for $6,050,000 flat. That is the second option? 3 responded and said he was not prepared to reconsider the
4 A. Yes. No matter what, our net was $6 million. 4 offer, and that is why we did not forward it over to
5 However they negotiated it and however they presented 5 Vince.
6 it, that was up to them. 6 Q. With respect to this transaction with Alvarez,
7 Q. So these were the two options, right? 7 Vince was the --
8 MS. DE ALEJO: Object to form. 8 A. The point of contact.
9 THE WITNESS: Yes. 9 Q. He was the point of contact. He was working
10 MS. DE ALEJO: What is our plan for lunch? 10 with Manny as the seller's broker with respect to the
11 MS. FISHFELD: Can I finish my train of 11 Alvarez potential deal, right?
12 thought on this document and then we will take a 12 A. Correct. We were only communicating with
13 break? 13 Vince at this point. Yes.
14 MS. DE ALEJO: Yes. No problem. 14 MS. FISHFELD: I am done with this document.
15 BY MS. FISHFELD: 15 MS. DE ALEJO: I am starving. I need to eat.
16 Q. We already kind of talked about the next 16 MS. FISHFELD: We can go off the record.
17 e-mail up. Liz wrote back to Eddy, and she said that 17 (Discussion off the record.)
18 "Alex, at this time, is not prepared to reconsider an 18 (Luncheon recess taken in the proceedings from
19 offer," right? 19 12:58 p.m. to 1:47 p.m., after which the following
20 A. Yes. 20 proceedings were had:)
21 Q. In October 2018, did Eddy and Liz have any 21 MS. FISHFELD: We are back on the record.
22 further discussions about a potential sale of the 22 BY MS. FISHFELD:
23 property to Alvarez? 23 Q. Let's look at tab 10. This will be
24 A. No. No. She responded back that same night 24 Exhibit 10. It is Lago 35 to 36.
25 and said that Alex was not interested. Eddy just 25 A. I have it.
26 (Pages 98 - 101)
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1 (Thereupon, Tab 10, LAGO 35-36 was remotely 1 good morning. I just got a call from Liz. Would you
2 introduced as Plaintiff's Exhibit 10 for 2 have a moment to talk today?" Do you see that?
3 Identification.) 3 A. Yes.
4 BY MS. FISHFELD: 4 Q. Eddy responds that he is in a meeting, but he
5 Q. This appears to be a text message thread, 5 can call Vince at 11:15 a.m., right?
6 right? 6 A. Yes.
7 A. Yes. 7 Q. Did Eddy in fact call Vince that day,
8 Q. On the top it says EF and the name Eddy, 8 March 13, 2019?
9 right? 9 A. Yes, he did. They spoke.
10 A. Yes. That is Eddy Fernandez. 10 Q. What was discussed?
11 Q. So this appears to be a text message thread 11 A. Vince had said that he had spoken to Liz and
12 between Eddy and Vince? 12 that Liz was interested again in the Alex Alvarez. And
13 A. Yes. 13 Eddy said that he would need to see the offer. Vince
14 Q. On the top of Lago 36, there is a text message 14 advised him that he didn't want to be any part of it,
15 from Vince to Eddy that says: "I hope all is well. I 15 just like he advised him back in June when they had last
16 have a friend looking to rent space. Do you have any 16 spoken in June of 2018 when they had breakfast. He told
17 availability?" Do you see that? 17 him he didn't want to be part of the transaction. It
18 A. Yes, I do. 18 was the same thing; that he didn't want to be involved
19 Q. And if you look at the bottom of the prior 19 in the transaction with us.
20 page, Lago 35, you can see that this text message was 20 Q. When you say "the transaction," what
21 sent on December 4, 2018, right? 21 transaction are you referring to?
22 A. Yes. 22 A. The one with Liz and Alex.
23 Q. Eddy responded to Vince's text with some 23 Q. You mentioned when they had coffee in
24 pleasantries and then saying, "We are not renting any 24 June 2018. Are you saying that Vince told Eddy in
25 suites at this time. Thank you. Have a wonderful 25 June 2018 that he didn't want to be involved in any
Page 103 Page 105
1 holiday season and Merry Christmas," right? 1 transaction with Liz and Alex?
2 A. Mm-hmm. Yes. 2 A. Yes. Yes, he did. He didn't want to be in
3 Q. And Vince responds, "Great to hear. How is 3 any transaction because that was -- in June, the last
4 the sale going? We should catch up for a coffee during 4 week of June, that was when Vince and Eddy had breakfast
5 the holiday season." 5 at the Bagel Emporium because they went to go speak
6 Eddy responds: "Definitely. Let me know how 6 about the text messages, the unprofessional text
7 your mornings are next week." Do you see that? 7 messages that Manny Chamizo sent over to Eddy. Vince
8 A. Yes, I do. 8 was on the thread, and Vince wanted to apologize to Eddy
9 Q. And on Christmas Eve, Eddy texted Vince and 9 in regards to Manny Chamizo. You know, not to associate
10 said: "Good morning, Vince. Hope you have a blessed 10 him with -- what Manny does is not what Vince would do
11 and Merry Christmas with your loved ones," right? 11 and he did not want to be part of the whole transaction
12 A. Yes. 12 that was going on and he wanted to step out. He did not
13 Q. Even though Vince had declined to be All In 13 want to be part of that.
14 One's listing broker, Eddy and Vince still had a very 14 Q. Okay. So then why was Vince still involved in
15 good and friendly relationship, right? 15 the transaction after June 2018?
16 A. Yes. 16 A. Every time that Liz came to us, we went to
17 (Thereupon, Tab 11, LAGO 37 was remotely 17 Vince and we advised him about what was happening. It
18 introduced as Plaintiff's Exhibit 11 for 18 was the right thing to do. It was right to, you know,
19 Identification.) 19 acknowledge to Vince that Liz reached out to us in
20 BY MS. FISHFELD: 20 September. So we advised him about it in October. We
21 Q. Let's go to tab 11. This is Lago 37. 21 didn't advise him because she said no.
22 Is this a text message between Eddy Fernandez 22 Then now in March, he contacted us. When he
23 and Vince Lago? 23 speaks with us, he does not want to be part of this
24 A. Yes, it is. 24 transaction and he never after that reached out to us
25 Q. On March 13, 2019, Vince texted Eddy. "Sir, 25 again. After that text message, he never reached out to
27 (Pages 102 - 105)

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1 us again. 1 not involved in this." Is that accurate?
2 Q. What text message? 2 A. That was a part of the call. The reason for
3 A. The text message you're seeing right there. 3 the call was because he had spoken to Liz, and Liz
4 He never texted Eddy again in regards to that because he 4 wanted to see if we were interested in still selling the
5 said he didn't want anything to do with the transaction. 5 building, and he did not want any part of this.
6 Q. So March 13, 2019, was the last time that 6 Q. So it is your testimony that Vince said he
7 Vince texted Eddy about the sale of the property? 7 didn't want any part of this, right?
8 A. In a text message, it was the last time that 8 A. Yes. Yes, it is. You're right.
9 he texted him, yes. In the text message that you have 9 Q. But Eddy and Liz had spoken directly to each
10 here on 37, if you see the other one, the following text 10 other on multiple occasions by this time, right?
11 message when Vince writes "That works," after that, that 11 A. No. The last time Liz had ever -- the last
12 was in 2019. The Monday, July 20th, that is 2020. So 12 time Liz and Eddy ever spoke to each other was in
13 there were no text messages between them since March 13, 13 October and the e-mail that we went through before.
14 2019, to July of 2020. It was over a year. 14 There was no communication with Liz and Eddy until after
15 Q. So Eddy never texted Vince after this exchange 15 Vince said this.
16 of March 13, 2019, right? 16 Q. You're misunderstanding me. The e-mail we
17 A. Right. Because Vince said he didn't want to 17 looked at before from October, which is Exhibit 9, is an
18 be part of it, so there was no need to be speaking to 18 e-mail thread between Eddy and Elizabeth Diaz, right?
19 Vince again. 19 A. Correct. Yes.
20 Q. On March 13, 2019, Vince spoke with Eddy by 20 Q. So Eddy and Liz had spoken directly before to
21 phone, right? 21 each other, right?
22 A. Yes. 22 A. Yes. In October of 2018, and as well in
23 Q. Did Vince encourage All In One to come to a 23 September of 2018 when he sent her the memorandum, and
24 deal with Alvarez? 24 in the beginning of September when Liz reached out to
25 A. No. He didn't want to be part of the 25 Eddy and bcc'd Vince.
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1 transaction. He didn't encourage us. 1 Q. This time, Vince reached out to Eddy to talk
2 Q. So those are two separate things? 2 about a potential sale with Alex, right?
3 A. He didn't encourage us. He didn't want to be 3 A. Correct. Yes.
4 part of it. 4 Q. Did Vince say that he would not expect to
5 Q. So Vince reached out to Eddy on March 13, 5 collect any commission from the deal he and Manny had
6 2019, and set up a call with Eddy, right? 6 negotiated for All In One and Alex Alvarez?
7 A. Yes. Correct. 7 MS. DE ALEJO: Object to form.
8 Q. And it's your understanding that Vince set up 8 THE WITNESS: Vince said he did not want any
9 that call with Eddy to tell him that he does not want to 9 part of this. That is what he said. He didn't
10 be involved in it. 10 want any part of this. He relayed the same message
11 A. To tell him that Liz wanted to revamp the 11 to Elizabeth. I cannot speak for Vince on what he
12 contract. They wanted to talk again about the Alex 12 told Elizabeth. But if he told Elizabeth what she
13 Alvarez contract, and that he didn't want any part of 13 told us, which is that he did not want any part of
14 it. Vince told Eddy this and, as well, told Elizabeth 14 this, that is why it would make sense that she
15 this. 15 presented to us an offer that did not have him as
16 Q. What is that based on? How do you know that? 16 an agent and only had her as an agent, and the
17 A. Because Elizabeth told us when we met with her 17 buyer paying her commission.
18 back in March of 2019. 18 BY MS. FISHFELD:
19 Q. What did Liz tell you in March 2019? 19 Q. I want you to answer my question. I
20 A. That Vince was not -- that Vince did not want 20 understand that you want to say some things about what
21 to be part of the contract anymore. He didn't want to 21 Vince said to Liz, and we can talk about that. But
22 be part of any of the negotiations. 22 right now I am asking you: Did Vince say to All In One
23 Q. We will get to your meetings with Liz. Going 23 that he would not expect to collect a commission from
24 back to my question, it is your understanding that Vince 24 the deal he had negotiated with Alvarez on All In One's
25 reached out to Eddy to set up a call to tell him "I am 25 behalf?
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2 THE WITNESS: He said he did not want any part 2 THE WITNESS: The purpose of the call was for
3 of this. He did not mention commission. 3 Vince to inform Eddy that Liz had called him about
4 BY MS. FISHFELD: 4 her client, Alex Alvarez. He was still interested
5 Q. So a commission was not discussed on Vince and 5 in the property, if we were interested in selling
6 Eddy's call on March 13, 2019. 6 it to him, and that he wanted no part of it. That
7 A. Vince made it very clear that he did not want 7 was what the call was for.
8 any part of this. That he did not want any part of 8 BY MS. FISHFELD:
9 this. It was any part of the whole transaction, which 9 Q. Did he say why?
10 encumbers the commission and the representation of us as 10 MS. DE ALEJO: Object to form.
11 the agent. 11 THE WITNESS: In that conversation, he did
12 Q. I understand that that is your position that 12 not. Back in June when it was in the Bagel
13 you are taking in this litigation. My question is: Was 13 Emporium, he apologized for --
14 a commission discussed between All In One and Vince on 14 BY MS. FISHFELD:
15 the call on March 13, 2019? 15 Q. I want to stop you. It is hard to get an
16 A. No. 16 answer to my question sometimes. I am talking about the
17 MS. DE ALEJO: Object to form. Asked and 17 call on March 13, 2019. Did Vince --
18 answered. You don't need to repeat the question. 18 A. No.
19 THE WITNESS: It is the same question you are 19 Q. -- say why he didn't want to be a part of it?
20 asking me consistently. It's no. He only said 20 A. No. No. No.
21 that he didn't want any part in this. 21 Q. What is your understanding of why Vince didn't
22 BY MS. FISHFELD: 22 want to be a part of it?
23 Q. Okay. Thank you. That is not what your 23 MS. DE ALEJO: Object to form.
24 testimony was before, but I appreciate you answering my 24 THE WITNESS: He had mentioned to Eddy back in
25 questions after a few times of my asking it. 25 June that he didn't want to be a part of it because
Page 111 Page 113
1 MS. DE ALEJO: Move to strike. Counsel is 1 of what had happened in regards to the text
2 talking for no reason. 2 messages that Chamizo sent, being unprofessional
3 MS. FISHFELD: Excuse me? 3 towards Eddy and threatening Eddy. He did not want
4 MS. DE ALEJO: Jessica, come on. You're being 4 to be a part of anything to do with this
5 argumentative and aggressive with the witness 5 transaction and with us and with the sale of this
6 because you're getting frustrated and asking the 6 building. He was very clear on that to Eddy.
7 same question. Let's all be respectful here. Be 7 That's why they went to breakfast back in June.
8 conscious of that, please. 8 That is the reason that I would think that he
9 MS. FISHFELD: I will ask the witness 9 didn't want to be part of it.
10 questions, and if she is not responsive I am going 10 BY MS. FISHFELD:
11 to try to ask the question again, Alexandra. 11 Q. Then why was Vince still involved for the next
12 MS. DE ALEJO: Fine. 12 six months if he said back in June that he didn't want
13 MS. FISHFELD: Thank you. I would like the 13 to be a part of it?
14 record to reflect that I am not being aggressive 14 MS. DE ALEJO: Object to form.
15 with the witness. I am asking questions in a very 15 THE WITNESS: Every time that Elizabeth
16 calm and level-headed manner. 16 reached out, which was one time in September
17 BY MS. FISHFELD: 17 directly to us, we reached back to Vince to advise
18 Q. What else was discussed on the March 13, 2019, 18 him what was happening to keep him in the loop.
19 call? 19 BY MS. FISHFELD:
20 A. From my conversations with Eddy, that was all 20 Q. So Vince was kept in the loop on any
21 that was discussed. 21 negotiations with Liz Diaz and Alex Alvarez even after
22 Q. Okay. Is it right that the purpose of the 22 June 2018, right?
23 call was for Vince to tell Eddy that I don't want to be 23 A. Correct. Yes. We advised him. There was no
24 a part of this transaction with Liz -- 24 reason not to advise him. There was no reason to
25 A. The gist of the call -- 25 exclude him from any conversations that were happening.
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1 So that was all that it was. 1 THE WITNESS: You are saying "a part of it."
2 Q. So then why when I ask you why do you think 2 There was nothing --
3 that Vince said he didn't want to be a part of it, why 3 BY MS. FISHFELD:
4 do you keep going back to June 2018, even though -- 4 Q. I say "a part of it" because you said "a part
5 A. Because that is when he said it. In June of 5 of it."
6 2018, that was the first time that he ever mentioned to 6 A. Well, what it is --
7 us that he didn't want to be a part of it. That was the 7 Q. If I say commission --
8 first time we heard it. And then again, he said it 8 MS. DE ALEJO: Let there be a question and let
9 again in March. In September, it was a conversation. 9 there be an answer.
10 "Eddy, she is saying this amount. You are saying this. 10 THE WITNESS: Ask me a question and I'll
11 You don't agree? Oh, okay. Bye." 11 respond.
12 In October, Eddy sends an e-mail to Elizabeth. 12 BY MS. FISHFELD:
13 Elizabeth says no. There is no conversation with Vince. 13 Q. Do you understand what I mean when I say he
14 In March, Elizabeth, I guess, comes back to Vince and 14 was a part of it?
15 tells Vince -- I mean -- 15 A. No. I would like for you to be more clear,
16 Q. This time, Vince says I don't want to be a 16 please.
17 part of this at all? 17 Q. Vince was a part of the negotiations between
18 MS. DE ALEJO: Object to form. 18 All In One and Liz Diaz and Alex Alvarez in June 2018,
19 THE WITNESS: Correct. He was not a part of 19 right?
20 it. If he would have been a part of it -- if he 20 A. Yes.
21 wanted to be a part of it, he wouldn't have told 21 Q. Vince was a part of the negotiations between
22 Elizabeth that he didn't want to be a part of it 22 All In One and Liz Diaz and Alex Alvarez in
23 and he would have worked with her in regards to 23 September 2018, right?
24 providing us with a sales contract that included 24 A. I wouldn't say he was part of the
25 his name on it as a realtor, which did not happen. 25 negotiations. I would say he was part of the
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1 And a sales contract was given to us the following 1 communications. We didn't negotiate anything because
2 day. Because he told us he did not want to be a 2 nothing ever came into fruition after that. We didn't
3 part of this. 3 activate the sales contract or anything. It was
4 The sales contract that was written up by 4 conversations, is what it was.
5 Elizabeth Diaz was given to us and executed the 5 Q. Vince was a part of conversations and
6 following day. He must have told Elizabeth, like 6 communications between All In One and Liz Diaz and Alex
7 she said, that he didn't want to be a part of it, 7 Alvarez in September 2018, right?
8 like he told Eddy as well. Because the contract 8 A. Yes.
9 was given to us the following day. It is not like 9 Q. Vince was involved in communications between
10 there was time here to think to want to exclude 10 All In One and Liz Diaz and Alex Alvarez in
11 anybody. Why would we want to exclude anybody if 11 October 2018, right?
12 every time that Elizabeth came to us we went back 12 A. Not with us. He was not in communication with
13 to Vince? 13 us. If we look at the e-mail that we have here as one
14 We did not go back to Manny Chamizo because he 14 of the exhibits, we never spoke with Vince in 2018 in
15 was completely unprofessional, but we went back to 15 regards to the e-mail that Eddy had sent to Elizabeth
16 Vince because our understanding was they were a 16 because Elizabeth had said no. It was Elizabeth who
17 team. That's what we know. 17 forwarded the e-mail to Vince where Vince says that we
18 BY MS. FISHFELD: 18 are greedy. And just leaves it at that.
19 Q. Anything else? 19 Q. Correct. So Eddy had communicated directly
20 A. No. 20 with Liz Diaz in October 2018, right?
21 Q. So Vince was a part of it in June 2018, right? 21 A. Correct. He communicated with her at
22 A. Yes. 22 eleven o'clock in the morning. She responded back that
23 Q. And he was a part of it in September 2018, 23 same day at six o'clock saying that he --
24 right? 24 Q. I know. I know.
25 MS. DE ALEJO: Object to form. 25 A. -- would not be interested. So that's why he
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1 didn't communicate with Vince. He was not trying to 1 A. Yes, I do.
2 exclude Vince. He just had nothing to tell Vince. 2 Q. Why did she think there was something she
3 Q. You are, of course, free to give whatever 3 should worry about? Do you know?
4 qualifications you think you need to give, but you don't 4 A. Because we had not executed the contract that
5 have to. You can just answer the question and not talk 5 she had presented. We had not executed the offer she
6 about other things that are unrelated to the question, 6 had presented to us.
7 if you want. 7 Q. Can you explain what you mean by that?
8 MS. DE ALEJO: And you, as counsel, can ask 8 A. She presented an offer to us on March 14th,
9 her questions and not talk about what she can and 9 and we had not returned the offer to her. We had not
10 cannot do. Let her answer questions as she sees 10 signed the offer.
11 fit and you can ask her a question. 11 Q. So Liz Diaz presented an offer to you on
12 BY MS. FISHFELD: 12 March 14th?
13 Q. On March 13, 2019, Liz reached out to Vince to 13 A. Correct. Yes. It's part of the exhibit.
14 speak about the property, right? 14 Q. Did you say something?
15 A. Yes. 15 A. It's part of the exhibit.
16 Q. Then after Liz reached out to Vince, Vince 16 Q. What was?
17 reached out to Eddy on March 13, 2019, right? 17 A. The sales contract that is dated March 14th.
18 A. Yes. 18 Q. It's part of which exhibit?
19 Q. And Vince set up a call with Eddy on March 13, 19 A. I have it in my packet here.
20 2019, right? 20 Q. I'm sorry. What?
21 A. Yes. 21 A. It's the last one. That is how I know the
22 MS. FISHFELD: Let's go to tab 12. 22 exact date. It is part of the documents we are going to
23 MS. DE ALEJO: Can you confirm the Bates 23 review. I guess it's at your tab 14. I am just trying
24 stamp? 24 to tell you how I know the date.
25 THE WITNESS: Is it the text message between 25 MS. DE ALEJO: I gave her the full packet.
Page 119 Page 121
1 the three of us, Liz, Eddy and myself? 1 THE WITNESS: That is the only reason I know
2 (Thereupon, Tab 12, AIO 367-370 was remotely 2 the exact date.
3 introduced as Plaintiff's Exhibit 12 for 3 MS. DE ALEJO: She has the full packet in
4 Identification.) 4 front of her.
6 Q. This is tab 12, which is Exhibit 12, and it is 6 Q. Why did Eddy set up a meeting with Liz on
7 AIO 367 to 370 AIO. 7 March 17, 2019?
8 There is a text message, right? 8 A. To go over the sales contract.
9 A. Yes. 9 Q. When Liz presented you the offer on March 14,
10 Q. On the top, it says that there are two people 10 2019, how did she present it to you? Was it by e-mail
11 involved. 11 or in person?
12 A. Yes. It's three people. It's Eddy, 12 A. I believe she e-mailed it to us.
13 Elizabeth, and myself. 13 Q. After Liz e-mailed you the sales contract, did
14 Q. Okay. This is a text message produced from 14 you tell Vince that that had happened?
15 your phone, right? 15 A. No, I did not. He had advised us that he
16 A. Yes. Correct. 16 didn't want any part of it. He never followed up with
17 Q. On the top of the page, March 17, 2019, Eddy 17 us either, so we didn't think he changed his mind
18 Fernandez texts the group, which is you and Liz Diaz: 18 either.
19 "Good afternoon, Elizabeth. Are you available to meet 19 Q. After Eddy spoke with Vince on March 13, 2019,
20 tomorrow at 12 p.m.?" Do you see that? 20 did Eddy call Liz Diaz?
21 A. Yes, I do. 21 A. Afterwards?
22 Q. And Elizabeth Diaz responds "Sure," right? 22 Q. Yes.
23 A. Yes. I see that. 23 A. On March 13th? Not that I am aware of.
24 Q. And then she says. "Is there something I 24 Q. How about on March 14th?
25 should worry about?" Do you see that? 25 A. On March 14th there were communications
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1 because she did send us the contract. 1 I guess it was a quick meeting because at 1:02
2 Q. So did Eddy call Liz or did Liz call Eddy? 2 she texts us and says "I spoke with Alex. Would you
3 A. I am not sure who initiated the call or if it 3 both like to call me to talk?" And then --
4 was via e-mail. There must have been some sort of 4 Q. Okay. I have those. The text message from
5 communication because she did present us the offer. 5 Liz to Eddy that says "be there in two minutes," what is
6 Q. On March 17, 2019, when Eddy asked Liz if she 6 the date of that text message?
7 was available to meet, is it correct that Liz had 7 A. March 18th.
8 already presented the offer to All In One from Alex 8 I am going to send a screen shot to Alex so
9 Alvarez? 9 she could e-mail it to you.
10 A. Yes, she had. 10 MS. DE ALEJO: I will have to figure out how
11 Q. So Vince spoke on the phone with Eddy on 11 to Bates stamp it because my assistant had to step
12 March 13, 2019, and then the very next day Liz presented 12 out to get her kids.
13 an offer directly to Eddy, right? 13 BY MS. FISHFELD:
14 A. Yes. 14 Q. Is my interpretation correct that Liz, you,
15 Q. Okay. Liz responds back, "I spoke with Alex. 15 and Eddy met in person on March 18th?
16 Would you both like to call me to talk?" 16 A. Yes. At 12:05, if she said I'll be there in
17 Did you have an understanding of what she 17 two minutes.
18 meant by that? 18 Q. What was discussed during your meeting with
19 A. No. I feel like maybe there was something -- 19 Liz on March 18th?
20 like, is there something I should worry about, and then 20 A. We went over the contract. That is what it
21 it seems like Eddy would have answered something. And 21 was. It was about the contract.
22 then she says, "I spoke with Alex. Would you both like 22 Q. What did you discuss about the contract?
23 to call me to talk?" 23 A. It was some language that we wanted to modify
24 Q. Do you think there are text messages missing 24 in the contract.
25 from this document? 25 Q. What language did you want to modify in the
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1 A. I could let you know right now. Give me a 1 contract?
2 second. All I am doing is looking at the text thread 2 A. It was in regards to our leases and in regards
3 because I have it. Okay? That is all I am doing. 3 to the time period that we were going to stay in the
4 We are missing -- here. We are missing -- it 4 property.
5 says "Is there something I should worry? "No, 5 Q. So then if I am recalling what you said about
6 everything is good." 6 the sequence of the text messages, including a couple
7 Then on March 18th it says "I'll be there in 7 that were missing and you're e-mailing me, Liz then
8 two minutes. Thank you." Eddy writes, and then 8 texted you, "I spoke with Alex. Would you both like to
9 Elizabeth writes back. "I spoke with Alex. Would you 9 call me to talk?" That was on March 18th?
10 both like to call me?" And then, "Could you send me the 10 A. Yes.
11 floor plans," and the rest we have. 11 Q. So why did she reach back out right after your
12 Q. So the text messages we are missing say from 12 meeting on March 18th?
13 Eddy, "No, everything is good." 13 A. Because she spoke to Alex in regards to what
14 A. She wrote "Is there something I should worry 14 we were asking for to make sure that it was okay. So
15 about," and then he writes, "No. Everything is good." 15 she called him on the phone before we would modify
16 And that was at -- that was on March 17th. Her text 16 anything.
17 message was at 2:26. He responds back at 2:30. 17 Q. So the changes that you discussed during the
18 Then the following day at 12:03 she writes to 18 March 18th meeting were to the lease of Suite 201?
19 us, "I'll be there in two minutes." 19 A. Yes. Correct. That is why she was asking for
20 Eddy writes, "Thank you." Then it goes to the 20 the floor plan. Because she needed to add, like, the
21 text messages we have here. 21 verbiage of how long -- you know, how much they were
22 So this text message is like the following 22 going to charge us per square foot, how long we were
23 day, the day she is saying we are going to meet. I 23 going to be in it. That is why she is asking for the
24 guess March 17, 2019 was a Sunday. It says, "I will be 24 verbiage of the square feet.
25 there in two minutes. Thank you." That was at 12:04. 25 Q. Because All In One was going to sell the
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1 property to Alvarez, but lease one of the suites for a 1 it was fine, and then she reached back out to you, and
2 period of time? 2 you had another call with Liz, right?
3 A. Yes. Until we closed on our replacement 3 A. Yes. Correct. Yes. She called us to let us
4 property. 4 know that Alex was okay with it and that she was going
5 Q. Then on AIO 369, on the top -- if you look at 5 to be working on the modifications, the changes to those
6 AIO 368 to 369, there is a text message from Elizabeth 6 pages. She is the one that had the contract. We don't
7 Diaz. "Got it. Send floor plans when you can." Then 7 have that contract.
8 the next text is: "I sent you both an e-mail with the 8 Q. So then Liz made the changes that you
9 document so that you can replace the pages with the 9 discussed during your meeting earlier that day, right?
10 changes." 10 A. Yes.
11 A. Mm-hmm. 11 Q. And then sent you the pages that she had made
12 Q. Were there any other text messages between 12 changes to that day, right?
13 those that we are missing? 13 A. Yes.
14 A. Give me one second, and I will check it for 14 Q. Okay. Then if you go to AIO 370, Eddy texted
15 you right now. 15 the group asking, "Please e-mail me the e-mail from last
16 No. That's it. It's "Got it. Send floor 16 year when Vince mentioned we can negotiate together."
17 plans when you can." Then "I sent you both an 17 A. Yes.
18 e-mail" -- yeah. The "I sent you both an e-mail with 18 Q. What did he mean by that?
19 the document," that is on March 18th. 19 A. Because she had told us that he had told her
20 Q. When she says "I sent you both an e-mail with 20 that we could negotiate together. So that's why he sent
21 the document so that you can replace the pages with the 21 the e-mail. She had said that he said he didn't want
22 changes," what changes is she referring to? 22 any part of it, so he wanted to see what e-mail it was
23 A. The changes in regards to the language for -- 23 that she was talking about.
24 definitely, some of them were the ones of the lease. 24 Q. When Liz told you that Vince said you could
25 The lease language on the contract. That is why she 25 negotiate together, she was referring to an e-mail in
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1 referred before to the square footage. 1 2018?
2 Q. On March 18, 2019, Liz sent All In One a copy 2 A. She said she had an e-mail from 2018. Then
3 of the contact, right? 3 when she spoke with him in 2019, most likely like five
4 A. The changes that -- like, what she did was, 4 days before this, whenever she spoke with him on the
5 instead of sending the full contract, she sent us only 5 13th, that he said for her to go ahead and -- that he
6 the pages for us to replace with the new verbiage that 6 didn't want any part of it.
7 she fixed on the contract. 7 Q. Why did Eddy want to have her forward him the
8 Q. On March 18th, she didn't send you the full 8 e-mail from last year?
9 contract; she sent you only the pages that had changes 9 A. He just wanted to see what she was talking
10 to them? 10 about.
11 A. Yes. She sent the documents that you had to 11 Q. No particular reason?
12 replace the pages with the changes. 12 A. No. He just wanted what she had mentioned.
13 Q. I had originally read this text as meaning 13 He wanted to see what she had been talking about.
14 that Liz was sending you the contract so that All In One 14 Q. Liz texted on March 19, 2019, "Due to the
15 would make the changes. Is that not right? 15 rain, my tour just got postponed for Thursday so you can
16 A. No. We never made any changes to the 16 be at your office at 12:30." Do you see that?
17 contract. 17 A. Yes.
18 Q. Okay. So you met with Liz on March 18th at 18 Q. Did you meet with Liz on March 19th at All In
19 approximately noon, right? 19 One's office?
20 A. Yes. 20 A. Yes, I did.
21 Q. And then you discussed some changes to the 21 Q. Who was there?
22 leasing sections, right? 22 A. Me.
23 A. Yes. Those are the ones that off the top of 23 Q. Was Eddy there?
24 my head I know we definitely did, yes. 24 A. No.
25 Q. And then Liz spoke with Alex to confirm that 25 Q. And Liz was there, obviously.
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1 A. Yes. 1 contract because I was the last one to sign. The only
2 Q. Was anyone else? 2 thing we needed was the escrow agent to sign.
3 A. The people that worked in the office. But met 3 Q. Okay. So she e-mailed this to you so that you
4 with them, no. Just Liz and me. 4 would have the escrow agent's signature?
5 Q. How long was the meeting? 5 A. Right. The contract should have the escrow
6 A. It was quick. She just came to pick up the 6 agent's signature. I guess she just e-mailed it to have
7 original. 7 it in the e-mail or maybe just because she wanted to --
8 Q. Was anything discussed at that meeting? 8 because I had the contract. It was the same one I gave
9 A. No. 9 to her.
10 Q. That was when you had signed the contract on 10 Q. It seems like she was e-mailing it to you just
11 behalf of All In One and gave it to Liz, right? 11 for your files, right?
12 A. Yes. 12 A. Yes. I already had it because I am the one
13 Q. So the contract was executed on March 19, 13 that gave it to her with the last signature. She
14 2019? 14 probably also wanted me to start sending her the
15 A. Yes, it was. 15 documents for the due diligence period.
16 Q. And that is six days after Vince spoke with 16 Q. What is she referring to when she said
17 Eddy by phone, right? 17 "especially with no drama"?
18 A. Yes. 18 A. I can't speak on Elizabeth's behalf with
19 MS. FISHFELD: Let's go to tab 13. This is 19 regard to what she meant by no drama. I know the buyer
20 Exhibit 13, please. 20 and her had some challenges in the beginning of, like,
21 (Thereupon, Tab 13, DIAZ 169-191 was remotely 21 May and June of 2018 with some e-mails back and forth
22 introduced as Plaintiff's Exhibit 13 for 22 with Manny. But Eddy and I were not privy to those
23 Identification.) 23 conversations. I am not sure exactly what occurred.
24 MS. DE ALEJO: Jessica, I sent you the missing 24 Q. So at least you didn't --
25 part of the text message that was inadvertently not 25 A. She wasn't specific.
Page 131 Page 133
1 included. Just so you know, I e-mailed it to you 1 Q. You are not sure what she meant by this?
2 in case you wanted to use it or look at it or 2 A. No. I mean -- I could say that it was most
3 anything. I did it myself, so it's not the best 3 likely that because she did mention that they had some
4 version. 4 miscommunications with Manny and with her buyer, which
5 MS. FISHFELD: Is it Bates-stamped? 5 was an attorney, and herself. That is why they were
6 MS. DE ALEJO: It is, but a really tiny Bates 6 dealing more with Vince.
7 stamp. 7 Q. So it is your understanding that her reference
8 BY MS. FISHFELD: 8 to no drama was a reference to Manny?
9 Q. We are on Exhibit 13. It is Diaz 169 to 191. 9 MS. DE ALEJO: Object to form.
10 A. I have it in front of me. 10 THE WITNESS: That would be my understanding,
11 Q. This is an e-mail from Liz Diaz to you and 11 but I am not Elizabeth. That is my understanding.
12 Eddy Fernandez, right? 12 BY MS. FISHFELD:
13 A. Yes. 13 Q. Would it be your understanding that it is a
14 Q. Dated March 19, 2019, at 6:35 p.m.? 14 reference to Vince causing drama?
15 A. Yes. 15 MS. DE ALEJO: Object to form.
16 Q. This is an e-mail from Liz to you and Eddy 16 THE WITNESS: No.
17 after your meeting with her at All In One's office where 17 BY MS. FISHFELD:
18 you gave her the fully executed contract, right? 18 Q. I am just asking you what you think this
19 A. Correct. Yes. She just came by to pick it 19 means.
20 up. 20 A. No.
21 Q. And she said, "I am so glad that we finally 21 MS. FISHFELD: Let's go to tab 14. This will
22 got this signed and especially with no drama." 22 be Exhibit 14, please. It is AIO 402 to 423.
23 Is Liz e-mailing you a copy of the executed 23 (Thereupon, Tab 14, AIO 402-403, Purchase and
24 contract? 24 Sale Agreement was remotely introduced as Plaintiff's
25 A. No. I already had the copy of the executed 25 Exhibit 14 for Identification.)
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1 BY MS. FISHFELD: 1 March 14, 2019, it was the same contract as the one from
2 Q. Basically, just for the record, can you 2 2018, but with the changes you had discussed.
3 confirm that this is the final executed version of the 3 A. Yes. It had changes and then it had
4 Purchase and Sale Agreement? 4 modifications. It had a few changes and then the lease
5 A. Yes, it is. The only thing that this one is 5 language that we discussed, which is on this contract.
6 missing is the escrow agent's signature, but we do have 6 Q. Was there any discussion between All In One
7 that page. Yes, it is the exact same document. 7 and Liz Diaz between March 13, 2019, and March 19, 2019,
8 Q. When did All In One tell Liz Diaz that All In 8 about who would pay the commission?
9 One would not be paying a commission to Liz Diaz? 9 A. No. She presented this offer like the day
10 A. We did not tell her. She is the one that 10 after. So on March 13th is when -- on March 13th is
11 presented the offer with the buyer paying. She must 11 when we find out that they are still interested, and she
12 have assumed that from the e-mail that Eddy had sent her 12 presented the offer just like this, saying that it was
13 back in October, the one that we went over with the net 13 the buyer that was going to pay her commission. That is
14 that he wanted to get. 14 how she presented it on March 14th.
15 Q. So All In One never said to Liz Diaz, "We will 15 Q. Right. I am asking, was there any discussion
16 not be paying your commission"? 16 between All In One and --
17 A. No. She knew the terms and she presented the 17 A. No. No. There was no discussion. This is
18 offer with us not paying the commission; with the buyer 18 how she presented it to us. There was no discussion.
19 paying the commission. She had already spoken with Eddy 19 Q. After this contract was signed on March 19,
20 via e-mail and knew the net that he wanted to make. 20 2019, did All In One reach out to Vince to tell him that
21 Q. When did All In One tell Liz Diaz, if ever, 21 the contract had been signed?
22 that it would not be paying Manny Chamizo's commission? 22 A. No. Just like he didn't reach out to us after
23 MS. DE ALEJO: Object to form. 23 that day, we did not reach out to him as well. He told
24 THE WITNESS: We did not. Never. 24 us he didn't want anything to do with this, so we didn't
25 BY MS. FISHFELD: 25 reach out. He never reached out to us either.
Page 135 Page 137
1 Q. When did All In One tell Liz Diaz, if ever, 1 Q. After this contract was signed on March 19,
2 that neither Manny nor Vince represented it as its 2 2019, did All In One reach out to Manny Chamizo to tell
3 seller's broker? 3 him that the contract had been signed?
4 A. The same day that both Elizabeth and Vince -- 4 A. No. We had not reached out to Manny Chamizo
5 that Elizabeth and Eddy had conversations with Vince, 5 since he sent unprofessional and threatening texts over
6 that is the same day that she told us that he had said 6 to my husband. We did not reach out to him.
7 that he didn't want anything to do with us and he told 7 Q. So that's a "no"?
8 Eddy the same thing. So it must have been March 13th. 8 A. No. No. I said no in the beginning.
9 From the text message, that is the date. 9 MS. DE ALEJO: Can we take a quick bathroom
10 Q. So All In One said neither Vince nor Manny 10 break?
11 represent us anymore, but it didn't specifically 11 MS. FISHFELD: Yes.
12 instruct Liz to remove any commission provisions from 12 (Recess taken in the proceedings from 2:53 p.m.
13 the contract? 13 to 2:58 p.m., after which the following proceedings were
14 A. We did not instruct Liz to remove anything. 14 had:)
15 She is the one that provided this contract. This must 15 MS. FISHFELD: Let's go back on the record.
16 be her sales contract template because it's the same one 16 BY MS. FISHFELD:
17 that was given -- presented as well in 2018. We did not 17 Q. Is the purpose of All In One to own commercial
18 guide her in regards to those structures. She is the 18 real estate?
19 one that presented this contract like this. 19 A. Yes. The company was opened to own commercial
20 MS. FISHFELD: Fanny, could you please read 20 real estate. Yes.
21 that back. 21 Q. Does All In One -- and I know that you have a
22 (Thereupon, the requested portion of the record 22 couple entities that you and/or Eddy own, but I am
23 was read by the Court Reporter.) 23 always talking about the defendant in this case unless I
24 BY MS. FISHFELD: 24 specifically say otherwise.
25 Q. When she presented to you the contract on 25 A. I understand.
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1 Q. Does All In One have any employees? 1 A. No, it is not a lot.
2 A. No. 2 MS. DE ALEJO: Object to form.
3 Q. Aside from you and Eddy as managing members, 3 THE WITNESS: No, it is not a lot.
4 are there any other members of All In One? 4 BY MS. FISHFELD:
5 A. No. 5 Q. Is it probably more than ten?
6 Q. Was the property that we are discussing here, 6 MS. DE ALEJO: Object to form.
7 3251 Ponce, was that the first property that All In One 7 THE WITNESS: Yes.
8 had purchased? 8 BY MS. FISHFELD:
9 A. Yes. 9 Q. Is it probably more than 20?
10 Q. Since then, it has purchased two other 10 MS. DE ALEJO: Object to form.
11 properties? 11 THE WITNESS: Yes.
12 A. Yes. 12 BY MS. FISHFELD:
13 Q. Aside from the property we are discussing 13 Q. Is it probably more than 30?
14 here, 3251, has All In One ever sold a property? 14 MS. DE ALEJO: Object to form.
15 A. No. 15 THE WITNESS: Probably not. As him, himself,
16 Q. Eddy Fernandez is a real estate broker? 16 being the real estate agent, you mean? That is
17 A. Yes, he is. 17 what you are asking me, right?
18 Q. So he has his broker license? 18 BY MS. FISHFELD:
19 A. Yes, he does. 19 Q. Yes. You are right to clarify. It wasn't
20 Q. When did he get his broker license? 20 very clear. With him as the real estate agent.
21 A. You would have to look at the DBPR. I am not 21 A. Yeah, not more than 30. I don't believe so.
22 sure. 22 Q. So probably somewhere between 20 and 30?
23 Q. As a ballpark figure, if you had to guess, 23 MS. DE ALEJO: Object to form.
24 would you say it was over ten years ago? 24 THE WITNESS: Yes.
25 A. I know he definitely had his real estate 25 BY MS. FISHFELD:
Page 139 Page 141
1 license over ten years ago. His broker license, I am 1 Q. When you clarified to ask whether we are
2 not sure how long it has been. 2 talking about transactions that he personally was the
3 Q. Do you know when he got his real estate 3 real estate agent, what are some other ways that he is
4 license? 4 involved in real estate transactions?
5 A. Yes. He has had his real estate license over 5 MS. DE ALEJO: Object to form.
6 15 years. 6 THE WITNESS: As a loan originator and as a
7 Q. With whom does he hang his real estate 7 private lender.
8 license? 8 BY MS. FISHFELD:
9 A. Well, now he hangs it under his company, One 9 Q. So Eddy has had his real estate license for at
10 Realty. Before, I don't know who he had it with. He 10 least 15 years, but then at some point more recently he
11 was not active. 11 got his broker license?
12 Q. He was not active? 12 MS. DE ALEJO: Object to form.
13 A. No. He is not active, no. 13 THE WITNESS: Yes. I just don't know the
14 Q. Before he began hanging his license with his 14 exact year. That is public record. We could look
15 company One Realty, was he an active real estate agent 15 that up, if need be.
16 before that? 16 BY MS. FISHFELD:
17 A. He had an active license, but he was not 17 Q. Why did he decide to get his broker license?
18 active. He was not, like, selling real estate. He just 18 MS. DE ALEJO: Object to form.
19 had the license. 19 THE WITNESS: I don't know. Ask him why did
20 Q. Aside from 3251 Ponce de Leon, approximately 20 he decide to get a CAM license. He just likes to
21 how many real estate transactions has he been a part of? 21 take out these licenses and get them. That is how
22 MS. DE ALEJO: Object to form. 22 he is.
23 THE WITNESS: I am not sure. 23 BY MS. FISHFELD:
24 BY MS. FISHFELD: 24 Q. What was the other kind of license you
25 Q. Is it a lot? 25 mentioned?
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1 A. He has a CAM license for, like, property 1 BY MS. FISHFELD:
2 management. 2 Q. Did you say he met with "bars"?
3 Q. Is that CAM, like -- 3 A. Borrowers. He met with the client.
4 A. C-A-M. 4 Q. Borrower?
5 Q. So that is a license that one gets to be a 5 A. B-O-R-R-O-W-E-R. Those that are borrowing the
6 property manager? 6 money.
7 A. Correct. Yes. 7 Q. In his capacity as a loan originator, are
8 Q. I am deducing from what you said that he has 8 those all commercial transactions?
9 that license, but he does not actively manage 9 A. No. Residential.
10 properties? 10 Q. All residential?
11 A. Correct. 11 A. Yes.
12 MS. DE ALEJO: Object to form. 12 Q. The other aspect you mentioned, I believe, was
13 BY MS. FISHFELD: 13 private lender.
14 Q. Does he have any other licenses? 14 A. Yes. We are a private lender, yes.
15 A. He is a loan originator as well. 15 Q. What is that?
16 Q. What is the license that is associated with 16 A. We lend our own private funds. So our own
17 being a loan originator? 17 personal money is loaned out.
18 A. Mortgage -- it's a loan originator license. 18 Q. And is that only in connection with real
19 Q. Is it possible to approximate how many 19 estate transactions?
20 transactions he has been actively a part of as a loan 20 A. Yes. The collateral is the home. Correct.
21 originator? 21 There is a mortgage and a note.
22 MS. DE ALEJO: Object to form. 22 Q. And that is done through a corporate entity?
23 THE WITNESS: As a loan originator? 23 A. Our corporate entity, yes.
24 BY MS. FISHFELD: 24 Q. Which one is that?
25 Q. Yes. 25 A. All In One Mortgage Investments.
Page 143 Page 145
1 A. He has not -- he hardly signs loans because we 1 Q. Are those real estate transactions all
2 manage. So we don't put our names as loan originators 2 residential real estate transactions?
3 anymore. He has a license since 1997, so I am sure it 3 A. The ones that we currently are servicing, yes,
4 has been thousands of transactions. 4 they are all residential. We have had commercial in the
5 Q. I don't know what that means. When you 5 past. Right now, all the ones we currently service -- I
6 said -- 6 mean the ones we are collecting. You know, like, we
7 A. For example -- well, ask the question. 7 have outstanding loans on, they are all residential.
8 Q. What does that mean that you don't put your 8 Q. If you can, approximately how many real estate
9 name on it because you manage? 9 transactions have you or your entity, the mortgage
10 MS. DE ALEJO: Object to form. 10 investment entity, been a part of?
11 THE WITNESS: When you are a loan originator 11 MS. DE ALEJO: Object to form.
12 it is because you are the one that is meeting with 12 THE WITNESS: That we have been a private
13 the client and taking the loan application and 13 lender?
14 completing the transaction. In our positions, we 14 BY MS. FISHFELD:
15 have the licenses, but we are in the managerial 15 Q. Yes.
16 section of it so we don't sign because we don't 16 A. We have been lending private money since 2012
17 meet with the clients all the time. We assist loan 17 and we usually have approximately, on average, I think
18 originators, but it's more a managerial position 18 seven loans out.
19 than a sales position, I guess you can say. 19 Q. You have approximately seven loans out --
20 That's now, at this stage in our lives. For 20 A. But the loans are --
21 many years, he was a loan originator. That meant 21 MS. DE ALEJO: Object to form.
22 he had realtor connections and met with borrowers 22 THE WITNESS: How is this relevant?
23 and took their loan applications and processed 23 MS. DE ALEJO: That is why I am objecting.
24 their loan application for many years. Now at this 24 THE WITNESS: Because it is a little personal.
25 stage of our lives it is a little different. 25 When you lend out private money, you are lending it
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1 in terms of 24 months or 36 months. So I can't 1 public website, and I know that's true, but, for
2 give you a head count off the top of my head on how 2 purposes of our conversation, do you know whether he got
3 many times I have loaned out private money in the 3 his broker license over ten years ago or more recent
4 last nine years. 4 than that?
5 MS. FISHFELD: Can you read that back? 5 MS. DE ALEJO: Object to form.
6 (Thereupon, the requested portion of the record 6 THE WITNESS: I am not sure.
7 was read by the Court Reporter.) 7 BY MS. FISHFELD:
8 BY MS. FISHFELD: 8 Q. Was it over five years ago, do you know?
9 Q. Suffice it to say that you are a private 9 MS. DE ALEJO: Object to form.
10 lender of money with respect to real estate transactions 10 THE WITNESS: I am not sure. I think it is
11 as a profession, right? 11 best if we just look it up and we have the exact
12 MS. DE ALEJO: Object to form. 12 date.
13 THE WITNESS: Yes. 13 BY MS. FISHFELD:
14 BY MS. FISHFELD: 14 Q. How many commercial real estate transactions
15 Q. Is there a particular license you have to have 15 has Eddy Fernandez been a part of as a real estate
16 to be a private lender? 16 broker?
17 MS. DE ALEJO: Object to form. 17 A. Two.
18 THE WITNESS: I have a lending license, but 18 MS. DE ALEJO: Object to form.
19 with my attorney I lend out as many as possible in 19 THE WITNESS: Two.
20 the year to be under the regulations that you need. 20 BY MS. FISHFELD:
21 BY MS. FISHFELD: 21 Q. Was one of them 6780 Southwest 80th Street?
22 Q. Can you explain more what you mean by that? 22 A. Yes.
23 A. Yes. 23 Q. And All In One purchased 6780 Southwest 80th
24 MS. DE ALEJO: Object to form. 24 Street in the summer of 2019?
25 THE WITNESS: I would have to look it up for 25 A. Yes.
Page 147 Page 149
1 you to give you the exact information, but there is 1 Q. And was the second one that Eddy was a part of
2 a certain amount of loan transactions that you are 2 as a real estate broker All In One's purchase of 4270
3 able to lend private money on without having a 3 Minton Road?
4 lending license. In our case, it is not the case 4 A. Yes.
5 because we do have a lending license and we are 5 Q. And that was in December 2019?
6 loan originators. You are able to lend money 6 A. Yes.
7 privately and not be a lender as long as you don't 7 Q. Who was the seller of 6780 Southwest 80th
8 go over a certain amount of transactions on an 8 Street?
9 annual basis, and we do not. 9 A. Solarch.
10 BY MS. FISHFELD: 10 Q. Can you spell that?
11 Q. I want to go back to clarify something. Am I 11 A. The company that sold it, the entity's name,
12 right in understanding you to say that there came a time 12 was 6780. That was the entity's name.
13 when Eddy got his real estate broker license? 13 Q. And then what is the word that you just said
14 MS. DE ALEJO: Object to form. 14 before that?
15 THE WITNESS: Did he get a real estate 15 A. Solarch. That is the company that was in
16 broker's license? Yes, he did. 16 there. It was owner-occupied, but the company that
17 BY MS. FISHFELD: 17 owned the building was 6780.
18 Q. And before that time, was he actively involved 18 Q. What kind of company is Solarch?
19 in real estate transactions as a real estate agent? 19 A. An architect firm.
20 A. No. 20 Q. Who was the seller of 4270 Minton Road?
21 MS. DE ALEJO: Object to form. 21 A. I don't know the name.
22 BY MS. FISHFELD: 22 Q. When All In One purchased 6780 Southwest 80th
23 Q. I'm sorry? 23 Street, how much of a commission did Eddy Fernandez earn
24 A. No, he was not. No. 24 for his work as the broker on that deal?
25 Q. I know you said that we can look it up on the 25 A. It was 3 percent.
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1 Q. How much does that come out to? 1 A. Yes.
2 A. It was 3 percent of 3 million. Do you want me 2 Q. Did Eddy's company, One Realty, have any
3 to do the math for you? 3 written broker agreement with the seller of 6780
4 Q. If you don't mind, yes. 4 Southwest 80th Street?
5 A. Not a problem. $90,000. 5 A. No.
6 Q. How much of a commission did Eddy Fernandez 6 Q. Did the seller of 4270 Minton Road have its
7 earn as the broker for All In One's purchase of 4270 7 own seller's real estate agent?
8 Minton Road? 8 A. Yes.
9 A. 1.5. 9 Q. Who was it?
10 Q. Percent? 10 A. I don't know the person's name.
11 A. Yes, 1.5 percent. 11 Q. Did the seller of 4270 Minton Road pay its
12 Q. How much did that come out to? Well, my first 12 seller's broker's commission?
13 question is: What was the purchase price? 13 A. Yes.
14 A. It was 4-million-something, maybe 4.2. It was 14 Q. And did the seller's agent get paid
15 4-million-something times 1.5. I am not sure of the 15 1.5 percent of the purchase price?
16 exact amount. I know it was in the 4 millions. 16 A. I am not 100 percent sure.
17 Q. Okay. I will follow up with that. 17 Q. Just to confirm, the seller of 4270 paid its
18 For the 6780 Southwest 80th Street, the seller 18 own agent's commission, but you are not sure right now
19 paid Eddy's commission, right? 19 what the commission was for the seller's agent?
20 A. Yes, 3 percent. 20 A. Correct. Yes.
21 Q. And for the 4270 Minton Road purchase, the 21 Q. Did Eddy's company, One Realty, have any
22 seller paid Eddy's commission for that too, right? 22 written broker agreement with the seller of 4270 Minton
23 A. Yes. 23 Road?
24 Q. When we say Eddy was the broker, was it that 24 A. No, because they didn't represent him.
25 One Realty, the entity that he owned, was that the 25 Q. Those are the only two commercial real estate
Page 151 Page 153
1 broker? 1 transactions that Eddy has been a real estate broker
2 A. Yes. He was the broker. The real estate 2 for?
3 company was One Realty, yes. 3 A. Yes.
4 Q. Did Eddy have any written broker agreement for 4 Q. Has Eddy been the real estate broker for any
5 either 6780 or 4270? 5 residential real estate transaction?
6 A. He was -- you mean -- could you clarify the 6 MS. DE ALEJO: Object to form.
7 question? Are you asking me if One Realty had a broker 7 THE WITNESS: Yes, he has.
8 agreement with Eddy Fernandez as a separate entity as a 8 BY MS. FISHFELD:
9 broker, like the company itself has an agreement with 9 Q. Approximately how many?
10 him as an individual? Is that what you are asking me? 10 MS. DE ALEJO: Object to form.
11 Q. Sure. 11 THE WITNESS: Like 20-something.
12 A. Yes. He does not get any of the commission. 12 BY MS. FISHFELD:
13 Everything goes straight to the company. Nothing is 13 Q. Is that through the same company, One Realty?
14 paid out to him individually. It goes directly to One 14 A. Yes.
15 Realty. 15 MS. DE ALEJO: Object to form.
16 Q. In the transaction of 6780 Southwest 80th 16 BY MS. FISHFELD:
17 Street, did the seller have its own real estate agent? 17 Q. How many of those, approximately, did he
18 A. Yes. 18 participate as the seller's broker?
19 Q. And who was it? 19 MS. DE ALEJO: Object to form.
20 A. I don't know. 20 THE WITNESS: I guess I would say like 50/50.
21 Q. Did the seller pay the seller's agent's 21 I am not sure.
22 commission also? 22 BY MS. FISHFELD:
23 A. Yes. 23 Q. So approximately half the time he is the
24 Q. Did the seller's agent get paid 3 percent as 24 seller's broker and approximately half the time he is
25 well? 25 the buyer's broker?
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1 A. Yes. 1 THE WITNESS: You want me to say the initial
2 MS. DE ALEJO: Object to form. 2 harassment? The most recent harassment? Which
3 BY MS. FISHFELD: 3 harassment would you like me to speak about?
4 Q. Does he, through his company, always receive a 4 BY MS. FISHFELD:
5 commission when he is the broker? 5 Q. I guess the harassment that you are referring
6 MS. DE ALEJO: Object to form. 6 to in your sixth affirmative defense.
7 THE WITNESS: He does not receive commission 7 A. The initial harassments were right after we
8 because how we own the company, he does not pay 8 decided not to proceed with the contract in June of 2018
9 him -- we don't pay himself out because we don't 9 where Chamizo sent a group text message to my husband,
10 need to take distributions out of the company. So 10 threatening him and with foul language, calling him all
11 he is not paid an amount. It just goes into the 11 these different bad words because he didn't proceed with
12 company. 12 the sales contract after he had sent that e-mail two
13 BY MS. FISHFELD: 13 days after. So that was the initial threats that we
14 Q. Okay. I should have been more precise. Does 14 received. They continued on. That is why Vince went
15 One Realty always get paid a commission when One Realty 15 with Eddy and asked -- in the thread, Vince Lago asked
16 is the broker on a real estate transaction? 16 in the thread to get out of the thread. He didn't want
17 MS. DE ALEJO: Object to form. 17 to be part of that thread of Chamizo's harassing and
18 THE WITNESS: Different percentages, depending 18 threatening text messages.
19 on the transaction. 19 Q. Okay.
20 BY MS. FISHFELD: 20 A. And those happened -- that he showed face,
21 Q. It always gets paid a commission? 21 those happened in 2018 until 2019. Then in 2020, he
22 MS. DE ALEJO: Object to form. 22 started sending us -- once you filed this lawsuit, he
23 THE WITNESS: I think once he didn't. But 23 started sending us text messages that have already
24 yes, he does. 24 been -- has she been provided with the police reports?
25 BY MS. FISHFELD: 25 MS. DE ALEJO: No.
Page 155 Page 157
1 Q. Why was there once that he didn't? 1 THE WITNESS: He started sending us text
2 MS. DE ALEJO: Object to form. 2 messages that have already been identified coming
3 THE WITNESS: A family member. 3 from his e-mail and from his home IP address, text
4 BY MS. FISHFELD: 4 messages to myself telling me to pay up. When my
5 Q. I'm sorry? 5 attorney had to file something for you on Monday,
6 A. Family member. 6 he would text me on Saturday to pay up. Things are
7 Q. He acted as a broker as a favor? 7 going to get bad when your husband dies. You are
8 MS. DE ALEJO: Object to form. 8 not going to be able to hide from him. Sending
9 THE WITNESS: No. It was a family member. He 9 text messages to my husband while he was in --
10 didn't charge them. 10 while he was hospitalized. And my daughter picked
11 BY MS. FISHFELD: 11 up -- honestly, we don't need to talk about this
12 Q. Are you aware that on your behalf your lawyer 12 here. We don't. We don't.
13 has filed proposed amended affirmative defenses? 13 MS. FISHFELD: Then don't. It is okay.
14 A. Yes, I am. 14 MS. DE ALEJO: Let's take a break. Let's take
15 Q. Those are currently proposed amended 15 a five-minute break. The witness needs just a
16 affirmative defenses. Before that, there were 16 second. Thank you.
17 affirmative defenses filed several months ago. Do you 17 MS. FISHFELD: Okay.
18 know what I mean by that? 18 (Recess taken in the proceedings from 3:33 p.m.
19 A. Yes. The initial ones? Is that what you are 19 to 3:35 p.m., after which the following proceedings were
20 talking about? 20 had:)
21 Q. Yes. In those affirmative defenses, it states 21 BY MS. FISHFELD:
22 that Chamizo embarked on a pattern of harassment against 22 Q. I don't need to talk anymore about the 2020
23 Fernandez. Tell me what you mean by that. 23 text messages. My only question is: For the basis of
24 MS. DE ALEJO: If she needs to see it too, are 24 your sixth affirmative defense of unclean hands, is that
25 we allowed to show it to her? 25 based on the group text messages that were sent in 2018?
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1 MS. DE ALEJO: Object to form. 1 want to -- the same way you did. You didn't want
2 THE WITNESS: 2018 and he also sent in 2019 2 me asking Manny Chamizo anything while his counsel
3 too. 3 wasn't there. It is the same thing.
4 BY MS. FISHFELD: 4 MS. FISHFELD: So you don't want me to ask
5 Q. Okay. And that is the basis for the unclean 5 questions about the separate matter.
6 hand affirmative defense? 6 MS. DE ALEJO: What I am saying is she has
7 MS. DE ALEJO: Object to form. 7 counsel in that matter. You specifically requested
8 THE WITNESS: Yes. 8 that I not inquire of Manny Chamizo into anything
9 MS. DE ALEJO: I am objecting to the form to 9 regarding that, given the fact that he had counsel
10 the extent you are asking a legal question. You 10 and his counsel was not present. Her counsel is
11 have not shown her what you are asking her about. 11 not present; therefore, I personally think he would
12 I would request that you show her a copy of it. 12 want to object.
13 MS. FISHFELD: Noted. I don't need to show 13 I can call him and see if he wants to appear.
14 her anything right now. I am just thinking about 14 If you want to ask questions that is fine. If I
15 which questions I definitely need to ask. I 15 think it goes past the line, I'll tell you. Let's
16 understand that this is a sensitive area. I am 16 be cognizant of the fact she has counsel in another
17 just giving thought to that. 17 matter and not go down a path where you are asking
18 THE WITNESS: It's okay. 18 her questions without her counsel in that case.
19 MS. DE ALEJO: I just want to put on the 19 MS. FISHFELD: Okay. I am on board with all
20 record that there is a related case that deals with 20 that.
21 that issue where Adriana is represented by separate 21 MS. DE ALEJO: It is not that I am objecting.
22 counsel who is not technically here. Therefore, I 22 I don't know what you will ask her. I am saying
23 really would have to object to you getting into the 23 she has counsel who is not here; therefore, if you
24 details of any of that case, the same way that you 24 are asking her questions about that case we should
25 objected to me inquiring with Manny Chamizo, given 25 probably have that counsel here or at least get his
Page 159 Page 161
1 that he was represented by counsel. So let's just 1 permission to inquire without his presence, the
2 be cognizant of the fact that they have counsel in 2 same way when I tried to ask Manny Chamizo you said
3 that case. 3 that his counsel is not here and I didn't proceed
4 MS. FISHFELD: I'm not. I specifically 4 with respect to the fact that he had counsel and I
5 already said that. 5 am not going to ask questions of somebody when they
6 MS. DE ALEJO: I just want to make sure we are 6 are represented and counsel is not there.
7 all on the same page there. Thank you. 7 MS. FISHFELD: I thought that is what you
8 MS. FISHFELD: To make sure that we are on the 8 meant. I just wanted to make sure.
9 same page, you are objecting to questioning on the 9 MS. DE ALEJO: Yes. It does have some
10 2020 communication, right? 10 relationship to this case, given the pattern. So I
11 MS. DE ALEJO: No, no. What I am just saying 11 do think there is a relation. I am not objecting
12 is that both Adriana and Manny Chamizo are 12 to the questions, per se. I am objecting to the
13 represented by counsel in a related action that 13 fact that I can't speak on behalf of the other
14 deals directly with that. In the previous 14 counsel who represents her and what his position is
15 deposition of Manny Chamizo when I inquired down 15 on inquiry into issues that relate to that case.
16 that line, there were objections based on the fact 16 MS. FISHFELD: Thank you.
17 that his counsel was not there. So I just want all 17 BY MS. FISHFELD:
18 of us to be aware of the fact she is represented by 18 Q. Do you know Julieta Rivero?
19 counsel in that matter and, therefore, any inquiry 19 A. No. I do not. I have learned from reading
20 that would relate to that case should likely have 20 what has been provided to me that that's Manny Chamizo's
21 her counsel here because she is represented by 21 assistant or was during that time.
22 counsel. 22 Q. What did you read?
23 To ask her questions regarding a related 23 A. The e-mails that we have been given have her
24 matter and issues, while they relate to this case 24 cc'd on some e-mails. Not e-mails directly to me, but
25 as well, I just want to us be aware that we don't 25 e-mails between her and Elizabeth have her cc'd.
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1 Q. Have you ever spoken to Julieta Rivero? 1 Q. I now want to look at some of the stuff you
2 A. No, I have not. 2 sent me and go over my notes.
3 Q. Do you know Daniel de la Vega? 3 A. Okay.
4 A. Daniel de la Vega? He is -- he has some sort 4 MS. FISHFELD: I think I probably need around
5 of ownership in the company that is suing me. 5 ten minutes just to look at the stuff and
6 Q. Do you know him? 6 everything, and then we can complete my side of the
7 A. Personally, no. 7 questioning.
8 Q. Have you ever spoken to him? 8 MS. DE ALEJO: Okay.
9 A. No. 9 THE WITNESS: Okay. Perfect.
10 Q. Was he involved personally in this real estate 10 (Recess taken in the proceedings from 3:48 p.m.
11 transaction? 11 to 4:05 p.m., after which the following proceedings were
12 A. No. His agent under his company was. 12 had:)
13 Q. Do you know Terri Alvarez? 13 MS. FISHFELD: Let's go on the record.
14 A. No. She is another realtor that was part of 14 I am putting on the screen AIO 563 to 577.
15 one of the transactions that was presented to me. 15 MS. DE ALEJO: She does not have a copy in
16 Q. Which transaction was she a part of? 16 front of her. I can print a copy, or be conscious
17 A. I would have to look back on the transactions. 17 of what you want to show her. It may be easier to
18 I do not know if it was Abraham or the Red Bridge one. 18 give her a copy.
19 One of those two. 19 THE WITNESS: That's fine. I don't mind.
20 Q. How was she involved? 20 MS. FISHFELD: We will mark this as
21 A. She was co-brokering, representing the buyer 21 Exhibit 15.
22 with Manny Chamizo. 22 (Thereupon, AIO 563-577 was remotely introduced
23 Q. Maybe you just said you don't know, but which 23 as Plaintiff's Exhibit 15 for Identification.)
24 buyer did she represent? 24 BY MS. FISHFELD:
25 A. I am not sure if it was Red Bridge or the 25 Q. So AIO 563, on the bottom, has an e-mail from
Page 163 Page 165
1 Abraham transaction. 1 Eddy Fernandez to you, dated October 3, 2018, right?
2 Q. So at some point, she co-brokered -- 2 A. Yes.
3 A. Representing the buyer with Manny Chamizo. 3 Q. And then starting on 564, there is an
4 Q. That was separate from the Alex Alvarez deal, 4 attachment that is a letter of intent, right?
5 right? 5 A. Mm-hmm. Yes.
6 A. Yes. That was a letter of intent that was 6 Q. And this is what your lawyer just produced to
7 submitted. 7 me today. As I was reviewing it, I added some
8 Q. Do you know George Guerra? 8 highlighting to it. This is not how it was produced.
9 A. Yes. George Guerra is the broker for RESF. 9 A. Okay.
10 Q. So you know him? 10 Q. This letter of intent is dated October 3,
11 A. I know of him. I don't know him. 11 2018, right?
12 Q. Have you ever spoken to him? 12 A. Yes.
13 A. No. 13 Q. The letter of intent lists in section 1 as the
14 Q. How do you know of him? 14 buyer Project Transition, USA, a 501(c)(3) organization.
15 A. Because of advertisements that he does. 15 A. Yes.
16 Q. Was he personally involved in the real estate 16 Q. So that was the nonprofit company that you
17 negotiations with Alex Alvarez? 17 were thinking of earlier today, right?
18 A. No. He is the owner of the company that 18 A. Yes.
19 Vince Lago works for. His company was involved, just 19 Q. And the letter of intent from Project
20 like Daniel de la Vega's company was involved. 20 Transition, USA starts on AIO 564. I am going to scroll
21 Q. And Terri Alvarez was not personally involved 21 down until we get to AIO 566. I see that there is a
22 in the real estate transaction with Alex Alvarez, right? 22 signature from someone named Nancy Laine, who is the
23 A. No. It was an offer that was presented to me 23 president of that proposed buyer, right?
24 that her and Manny Chamizo were representing the buyer 24 A. Yes.
25 as co-brokers. 25 Q. Then when I scroll down further to AIO 567,
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1 there is some document presented by the Welfont Group, 1 Q. In doing that, was she the seller's real
2 LLC. What is this? 2 estate agent?
3 A. That was to show us exactly how you would be 3 A. She put herself as the seller's real estate
4 able to save on taxes if you would accept an offer that 4 agent initially. We thought she was representing the
5 was from one of these charitable contributions. It was 5 buyer because she is the one that brought that group to
6 very confusing. We had to send it to our CPA because we 6 us. We already had the property listed. She put
7 had never seen a document like this before. 7 herself as the seller's agent. We didn't really discuss
8 Q. So this was a document submitted in 8 that with her because we didn't go through with it
9 conjunction with the nonprofit organization's offer to 9 because it was a very complex transaction with regards
10 purchase the property? 10 to charitable contributions and the taxes you would save
11 A. Yes. 11 and deferment and the deductions. Our CPA asked us to
12 Q. I see back on the first page of the letter of 12 please pass on it.
13 intent, AIO 564, it lists the buyer's broker as The 13 Q. At this point, was Carmen Rivera the seller's
14 Welfont Group, LLC. 14 real estate agent?
15 A. Yes. 15 A. She submitted the letter of intent as our
16 Q. And when we look at AIO 567, this was 16 seller's agent. Yes, she did.
17 presented by The Welfont Group, LLC. So this is a 17 Q. In Section 5, it says "The buyer shall
18 document -- 18 purchase the property through an IRS Section 170 Bargain
19 A. It was all presented together. 19 Sale Purchase." What is an IRS Section 170 Bargain Sale
20 Q. Okay. So from AIO 564 to AIO 566 is a letter 20 Purchase?
21 of intent from the nonprofit organization, and then from 21 A. I do not know.
22 AIO 567 to 572 is a document that was submitted in 22 Q. Like you said, this is a complicated
23 conjunction with the nonprofit's offer to purchase the 23 transaction. Do you have an understanding of what All
24 property. 24 In One's net amount --
25 A. Yes. 25 A. No.
Page 167 Page 169
1 Q. Who is Carmen Rivera? 1 Q. -- would be?
2 A. She was the agent that presented this offer to 2 A. We don't. We received that and we did not
3 us. 3 understand the contract so we forwarded it over to our
4 Q. How did she get to be in the role of 4 CPA. Our CPA reviewed it and told us, you know, don't
5 presenting this offer to you? 5 waste your time, pretty much. Just move on.
6 A. Because she was an agent that knew that Eddy 6 I didn't take the time to learn any of those
7 was -- you know, that was looking to sell the property. 7 concepts and any of the things because we read it, and
8 So that is why she presented it to us. 8 Eddy and I had never been presented anything like that.
9 Q. This letter of intent is dated October 3rd, 9 We had never come across that before. We decided to
10 2018. 10 send it to our CPA. Our CPA reviewed it and told us to
11 A. Yes. 11 move on. So we did. We told her "No, thank you."
12 Q. That was after Eddy had listed the property, 12 Q. I see in Section 5a it says cash amount,
13 right? 13 $4.5 million, right?
14 A. Yes. It was literally a week after she 14 A. Yes.
15 presented it. 15 Q. It looks like the document is trying to
16 Q. The letter of intent was a week after you had 16 represent that there would be some sort of tax savings.
17 listed it, right? 17 A. Yes.
18 A. Correct. Yes. 18 Q. By accepting this sort of offer, right?
19 Q. Did All In One have any written agreement with 19 A. Yes.
20 Carmen Rivera? 20 Q. Was All In One interested in tax savings or
21 A. No. No. She called us and said that she knew 21 was All In One more interested in just getting cash for
22 of somebody that was looking for -- a group that was 22 the property?
23 looking for a building. Eddy told her to send the 23 A. I guess in essence you are interested in both.
24 information, and she presented this. We reviewed it, 24 We didn't proceed with this because we didn't
25 sent it to our CPA, and we told her "No, thank you." 25 understand. Our CPA told us not to go ahead with it.
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1 It was never our intention to sell the property for a 1 Q. I think at one point in your last deposition
2 tax savings. It was more for the sales price, what we 2 you referred to it as a 1980s time warp?
3 were going to be selling it for. 3 A. 1980s would have been nice. This was like a
4 Q. Did your CPA give any sort of explanation 4 1960s time warp. The cubicles still had, like, a carpet
5 about why she was advising you not to go through with 5 kind of look. Nothing had been done to that property.
6 this? 6 Q. Attached to Tom Smith's e-mail is a letter of
7 MS. DE ALEJO: I am just going to say there is 7 intent to All In One Investment Properties, LLC, and the
8 a CPA-client communication privilege. I don't want 8 potential buyer is TBD, LLC, right?
9 to get too far into communications between them and 9 A. Yes.
10 their CPA. 10 Q. This letter of intent is dated May 10, 2017,
11 THE WITNESS: I don't know any specifics in 11 right?
12 regards to that. I do know that she advised us to 12 A. Yes.
13 move forward and not to accept. 13 Q. And this letter of intent goes from AIO 574 to
14 BY MS. FISHFELD: 14 AIO 577?
15 Q. Section 7 is the brokerage commission. It 15 A. Yes.
16 says that the seller would pay the seller's broker, 16 Q. The only written offer that you have
17 right? 17 identified in your files after June 2018 is from the
18 A. Mm-hmm. 18 nonprofit organization in October 2018?
19 Q. It says: "Said commission or fee shall be 19 A. Yes.
20 split equally between the seller's broker and buyer's 20 Q. I have something I want to just follow up on.
21 broker," right? 21 I know we talked a bit about One Realty's brokerage
22 A. Mm-hmm. 22 commission earned from the sale of 6780 Southwest 80th
23 Q. Is that a yes? 23 Street and 4270 Minton Road.
24 A. Yes. Yes. That is what it says. This is 24 A. Mm-hmm.
25 what was presented to us. That is why we were giving it 25 Q. All In One, as the buyer of those buildings,
Page 171 Page 173
1 to you. We never even sent this over to our attorney 1 did not pay any real estate commission to anyone, right?
2 for review. We didn't give it much thought. Once our 2 A. No.
3 CPA told us not to proceed, we didn't proceed. 3 MS. FISHFELD: I have no further questions.
4 Q. AIO 573 is an e-mail from Tom Smith to Eddy 4 MS. DE ALEJO: I have a couple.
5 Fernandez and you. 5 CROSS-EXAMINATION
6 A. Yes. 6 BY MS. DE ALEJO:
7 Q. It is dated May 16, 2017, right? 7 Q. Earlier, there was a line of questioning that
8 A. Mm-hmm. He was our leasing listing -- our 8 dealt with changes that your attorney was making with
9 leasing agent during that time. 9 respect to the contacts submitted by Mr. Alvarez in
10 Q. Why did he send you an offer to purchase the 10 May 2018. The line of questioning revolved around the
11 building? 11 intent of AIO not to pay a commission. I believe your
12 A. Because somebody called him about it, if we 12 testimony was, yes, our intent was not to pay a
13 were willing to sell. He received a call that they knew 13 commission; is that correct?
14 that he had it for lease, but if we were willing to sell 14 A. Correct.
15 it. 15 Q. And do you say that because you guys were
16 Q. So this was approximately a year before Manny 16 intending on negotiating with the buyer that the buyer
17 and Vince presented the Alex Alvarez deal, right? 17 would be the one paying any commissions?
18 A. We had just purchased the property in 18 A. Correct.
19 December. Yes, it is a year. That is May of 2017. 19 Q. And you had previously had communication with
20 Q. This potential purchaser presented to you by 20 Manny Chamizo prior to the Alvarez contract being
21 Tom Smith was offering 4.3 million for the property, 21 submitted, and your intention was to have the buyer pay
22 right? 22 the commission, correct?
23 A. Yes. But the property at that moment was in 23 A. Yes.
24 like -- there was nothing there. It was just bare 24 MS. FISHFELD: Object to form.
25 bones. 25 BY MS. DE ALEJO:
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1 Q. Did you also have similar conversations with 1 referring to the same terms, are you referring to the
2 Vince Lago and, to the best of your knowledge, was he 2 draft contract. Do you recall that testimony?
3 aware that AIO's intent was to have the buyer pay the 3 A. Yes.
4 commission? 4 Q. Is it your understanding that after the draft
5 A. Yes. 5 contract was provided by the buyer's attorney with the
6 Q. When you inquired in these discussions that 6 marked-up changes, that your attorney sent him a
7 you had with your brokers, was it AIO's intent to get a 7 follow-up e-mail requesting additional changes?
8 specific net return in terms of the negotiation and how 8 A. Yes, he did.
9 they looked at what commission would be paid? 9 Q. And those changes dealt with the affidavit we
10 A. Yes. We always had a net number. 10 spoke about earlier?
11 Q. And when you say "net," that means what you 11 A. Yes.
12 guys would bring in. 12 Q. When the e-mail says "agree to the same
13 A. Correct. What we would make. 13 terms," that does not mean those terms contained within
14 Q. So as long as you obtained your net, the 14 that marked-up draft contract, correct?
15 commission was negotiable, but the net is what you guys 15 A. Correct.
16 were not negotiating. 16 Q. The same terms, from your understanding, is
17 A. Correct. We were not negotiating our net. 17 more so cash deal.
18 Q. So when you said net, or Eddy said net, you 18 A. Right. Because he was referencing financing,
19 guys meant net, and then any commissions would be paid 19 and it was cash. It was a cash deal.
20 on top of that, correct? 20 Q. And there were still issues that you would
21 A. Yes. 21 have to work out with that buyer, such as a lease, the
22 Q. And that would impact the purchase price, 22 closing, and those types of issues, correct?
23 depending on who was going to pay. 23 A. Mm-hmm.
24 A. Exactly. 24 Q. You are not an employee of One Realty,
25 Q. When AIO inquired as to whether Vince Lago 25 correct?
Page 175 Page 177
1 would list the property and you provided him with a 1 A. I own One Realty with Eddy.
2 dollar amount and stated that you guys would also be 2 Q. But are you a broker?
3 honoring a 4 percent or have a 4 percent commission, is 3 A. No, I am not.
4 it your understanding that had he accepted the listing 4 Q. Do you have a real estate license?
5 agreement and advertised the property on any of these 5 A. No, I do not.
6 commercial real estates, that the commission would be 6 MS. DE ALEJO: I have an exhibit. Jessica, I
7 advertised on that -- on wherever it was posted? 7 will send it to you right now. There are just two.
8 A. Yes. 8 This will be Defendant's Exhibit 1. It's
9 Q. So when you enter into an exclusive agreement 9 identified as AIO 191 to AIO 192. I am going to
10 or a listing agreement, do you typically, at least this 10 try to share this.
11 was your intent with Mr. Lago, you would have informed 11 (Thereupon, AIO 191-192 was remotely introduced
12 him what the specific purchase price of it was, the net 12 as Defendant's Exhibit 1 for Identification.)
13 was, as well as the commission, so he could advertise 13 BY MS. DE ALEJO:
14 that, being your exclusive listing agent? 14 Q. I just asked you about after you got the draft
15 A. Yes. 15 contract, whether your attorney had some follow-up
16 Q. And Vince Lago was your agent to purchase the 16 changes. If you can take a moment to look. Is this the
17 property, correct? 17 e-mail that you were just referring to when I asked you
18 A. Yes. And everything went very well. 18 whether your attorney followed up?
19 Q. Earlier, there was a line of questioning 19 A. Yes.
20 regarding an e-mail, Exhibit 9 to be exact, when Eddy 20 Q. And this e-mail refers to the affidavit,
21 reached back out to Diaz and basically said, you know, 21 which specifically dealt with the deposit that would
22 will you accept this price on the same terms. Do you 22 have been held and the conditions surrounding that
23 remember that e-mail? 23 deposit, correct?
24 A. Yes. 24 A. Yes.
25 Q. The question asked by counsel was when 25 MS. DE ALEJO: Next will be Defendant's
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1 Exhibit 2. This is identified as Diaz 146 to Diaz 1 A. I was not.
2 168. 2 Q. You gained your knowledge from that
3 (Thereupon, DIAZ 146-168 was remotely 3 conversation through your discussions with Eddy
4 introduced as Defendant's Exhibit 2 for Identification.) 4 Fernandez, correct?
5 MS. DE ALEJO: 5 A. Yes.
6 Q. I will kind of scroll through so you can see 6 MS. FISHFELD: Object to the form.
7 what it is. It appears to be there is an attachment, 7 BY MS. DE ALEJO:
8 and then you have an e-mail here from Elizabeth to Alex 8 Q. So is it a possibility that Eddy, in that
9 Alvarez on March 13th at 8:12 p.m. 9 conversation with Liz Diaz, discussed these five points
10 Is March 13th the date that Eddy spoke with 10 that we see here in this e-mail?
11 Vince Lago regarding Elizabeth trying to revive the 11 A. Yes.
12 deal? 12 Q. Each time that Elizabeth Diaz attempted to
13 A. Yes. He spoke with him that morning. 13 revive the deal, did someone from AIO speak with either
14 Q. Did Eddy also speak with Elizabeth that day? 14 Vince or Manny Chamizo?
15 A. Yes, he did. 15 A. Yes.
16 Q. While you are not a party to this e-mail, it 16 Q. Who is it that you guys would have spoken
17 appears that Alex Alvarez -- who is the buyer, correct? 17 with?
18 A. Alex Alvarez is the buyer, yes. 18 A. To Vince Lago.
19 Q. -- forwards Elizabeth's e-mail to his 19 Q. And is that partly because you had a
20 attorney, Louis Montello, correct? 20 long-standing relationship with Vince Lago?
21 A. Mm-hmm. 21 A. Yes.
22 Q. And tells him that here is the revised sales 22 Q. And was Vince Lago in fact the individual who
23 contract and here are the changes. Do you see those 23 informed or brought Manny on with respect to knowledge
24 changes below? 24 of the property and potential sale of the property?
25 A. Yes. 25 A. Yes, he did.
Page 179 Page 181
1 Q. And focusing on paragraph 4, it says "Liz is 1 Q. With respect to the offers presented by Vince
2 my broker and seller has no broker but no brokerage 2 and Manny, was Manny always identified as the seller's
3 fees. I will take care of Liz on my own." 3 agent?
4 Based on this e-mail is it your understanding 4 A. No. Not in every letter of intent that was
5 that as of March 13, 2009, the buyer and Liz Diaz were 5 sent to us. In some of them he represented the buyer.
6 aware that AIO would not be paying a brokerage fee? 6 Q. After you entered into the contract with Alex
7 A. Yes. 7 Alvarez in March of 2019, did you guys in fact close on
8 MS. FISHFELD: Object to the form. You might 8 that property based on that contract?
9 want to clear up the record. Accidentally, you 9 A. No. It was a different contract.
10 said 2009. 10 Q. I am talking about the contract from March of
11 MS. DE ALEJO: Can you repeat my question, 11 2019.
12 please. 12 A. Yes, we did. We closed in June.
13 (Thereupon, the requested portion of the record 13 Q. From March to June, what occurred?
14 was read by the Court Reporter.) 14 A. Several negotiations, several -- we had
15 MS. DE ALEJO: 15 negotiations. We had to provide documents for the due
16 Q. The question is: Based on your review of this 16 diligence period. We had to come to agreeance in
17 e-mail, is it your understanding that both Alex Alvarez 17 regards to the lease. We personally purchased
18 and Liz Diaz were aware that AIO would not be paying any 18 another -- you know, went into contract to purchase our
19 type of brokerage commission as of March 13, 2019? 19 plan B, where we were going to be moving to.
20 A. Yes. They are aware. 20 Q. With respect to the purchase that you just
21 MS. FISHFELD: Object to the form. 21 referenced, was part of your intent to purchase a
22 BY MS. DE ALEJO: 22 replacement property so you could take advantages of the
23 Q. The conversation between Eddy and Elizabeth 23 1031 tax?
24 Diaz that occurred on March 13, 2019, you were not 24 A. Yes. Yes. We had to purchase two properties
25 present, correct? 25 because of the amount.
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1 MS. DE ALEJO: No further questions. 1 reference to the version of the agreement as reflected
2 REDIRECT EXAMINATION 2 in Defendant's Exhibit 1.
3 BY MS. FISHFELD: 3 MS. DE ALEJO: Object to form.
4 Q. Your counsel was asking you some questions 4 THE WITNESS: Yes. You have to read the whole
5 about what All In One was referring to when it reached 5 entire body of the e-mail. He starts off by saying
6 out to Liz Diaz to say that it would accept an offer 6 that there was a financing contingency and this was
7 from Alex Alvarez based upon the same terms as before. 7 a cash deal, and he advises in the middle of that
8 Do you recall that testimony? 8 e-mail that they were short in their asking price
9 A. Yes, I do. 9 because of the net that he wanted to have. If the
10 Q. So when you refer to the same terms as before, 10 net was 6 million, the terms of the contract that
11 it was a reference to the iteration of the contract that 11 was from -- all the terms of the contract of 2018
12 was described in Defendant's Exhibit 1? 12 would not net the 6 million. I think that is where
13 MS. DE ALEJO: Object to form. 13 maybe he didn't explain it or maybe you are not
14 THE WITNESS: Yes. Those terms, but we did 14 understanding it correctly or maybe I am not
15 still have modifications to those terms. When Eddy 15 clarifying it correctly.
16 said "terms," which I mentioned earlier, it was 16 It was more in regards to the cash. Because
17 more in the fact of it being a cash transaction, 17 it was cash. But he needed to net the 6-million-50
18 not that it was contingent to financing. 18 that he wrote, which is what we ended up selling it
19 BY MS. FISHFELD: 19 for.
20 Q. So the reference to "the same terms as before" 20 BY MS. FISHFELD:
21 was a reference to Defendant's Exhibit 1? 21 Q. Your counsel asked you whether you had prior
22 MS. DE ALEJO: Object to form. 22 conversations with Manny Chamizo, in which you said that
23 THE WITNESS: To Exhibit 1, but with the 23 you felt the buyer should pay any real estate
24 additional modifications that our attorney sent in 24 commission.
25 an e-mail afterwards. Because Exhibit 1 -- the 25 A. Yes, we did. There is even a letter of intent
Page 183 Page 185
1 exhibit of the contract that has the date stamp on 1 that I had sent back to them, the buyer, paying the
2 it, is June 14th. Then our attorney e-mailed with 2 realtor commission. There are e-mails that we have gone
3 more modifications on, I believe, the following 3 through that have been shown throughout this case that
4 day. 4 Vince even responds back, "I don't know how good it's
5 BY MS. FISHFELD: 5 going to be." "I don't know how much the buyer is
6 Q. I don't have Defendant's Exhibit 1 in front of 6 really going to be willing to pay the commission."
7 me. Wait. I just received it. 7 So yes, there was definitely talk about it.
8 So you are referring to Defendant's Exhibit 1 8 But everything was up for negotiation. So it all
9 right now, aren't you? 9 depended on what was going to happen. It was up for
10 A. Yes. Correct. It was my confusion. I'm 10 negotiation. If we got our net -- we had our net. We
11 sorry. I thought you were referring to the contract on 11 always said net and everything on top of that. In
12 your thing, not on that one. 12 various documents you see the same wording that Eddy
13 MS. DE ALEJO: I was confused too. I didn't 13 used throughout many of his conversations with Manny and
14 understand either. 14 with Vince in the e-mails and texts. It is a common
15 THE WITNESS: It was my confusion. Yes. The 15 theme in how he spoke about this.
16 last terms that we had talked about were terms that 16 Q. The conversations that you are referring to
17 were on Defendant's -- the one she just showed. 17 when you answered your counsel's question that you had
18 BY MS. FISHFELD: 18 conversations with Manny about the buyer being the one
19 Q. Defendant's Exhibit 1? 19 to pay commissions, that was well before the edits to
20 A. Exhibit 1, yes. 20 the contract that your attorney sent to the buyer's
21 Q. I am just going to ask one more time because 21 attorney, right?
22 there was a lot that went back and forth. I just want 22 A. Yes.
23 to make sure I am understanding you. 23 Q. And is that also true for any conversations
24 So the reference to when All In One made a 24 you had with Vince Lago?
25 reference to "the same terms as before," it is a 25 A. Yes. They are both in the e-mail chains and
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1 they both received, like, a letter of intent and they 1 ERRATA SHEET
2 IN RE: MDLV, LLC vs. ALL IN ONE
2 both discussed the buyer paying it. I think one of them DEPOSITION OF: ADRIANA FERNANDEZ, AS CORPORATE
3 said that it was a hard pill to swallow or something 3 REPRESENTATIVE OF ALL IN ONE INVESTMENT PROPERTIES, LLC
4 like that. There was some sort of reference like that. TAKEN: WEDNESDAY, MARCH 31, 2021
4
5 That was not shown today. DO NOT WRITE ON TRANSCRIPT - ENTER ANY CHANGES HERE
6 Q. My question is: The conversations that you 5
Page # Line # Change Reason
7 are referring to with Vince Lago, they were well before
6
8 the draft contract and edits that your attorney sent to 7 ______/_________/_________________/________________
9 the buyer's attorney, right? 8 ______/_________/_________________/________________
9 ______/_________/_________________/________________
10 A. Yes. 10 ______/_________/_________________/________________
11 MS. FISHFELD: No further questions. 11 ______/_________/_________________/________________
12 MS. DE ALEJO: Okay. Thank you very much. 12 ______/_________/_________________/________________
13 ______/_________/_________________/________________
13 THE WITNESS: Thank you. 14 ______/_________/_________________/________________
14 MS. DE ALEJO: Everyone have a wonderful day.15 ______/_________/_________________/________________
15 THE WITNESS: Bye. 16 ______/_________/_________________/________________
17 ______/_________/_________________/________________
16 MS. FISHFELD: I'll order, please. 18 ______/_________/_________________/________________
17 MS. DE ALEJO: I'll follow up with you once I 19 ______/_________/_________________/________________
20 State of Florida:
18 discuss it with my clients.
County of_______:
19 21
20 (Thereupon, the taking of the videoconference Under penalties of perjury, I declare that I have read
22 my deposition transcript, and it is true and correct
21 deposition was concluded at 4:50 p.m. Signature and subject to any changes in form or substance entered
22 formalities were not waived.) 23 here.
23 ___________ ______________________________
24 DATE ADRIANA FERNANDEZ, AS CORPORATE
24 REPRESENTATIVE OF ALL IN ONE
25 25 INVESTMENT PROPERTIES, LLC
Page 187 Page 189

1 RE: MDLV, LLC vs. ALL IN ONE 1 CERTIFICATE OF OATH OF WITNESS
VIDEOCONFERENCE DEPO OF ADRIANA FERNANDEZ, AS CORPORATE
2 REPRESENTATIVE OF ALL IN ONE INVESTMENT PROPERTIES, LLC 2 STATE OF FLORIDA )
TAKEN: WEDNESDAY, MARCH 31, 2021 COUNTY OF BROWARD )
3
3
4 EXCEPT FOR ANY CORRECTIONS
MADE ON THE ERRATA SHEET BY 4
5 ME, I CERTIFY THIS IS A TRUE 5 I, Fanny R. Kerbel, Shorthand Reporter and
AND ACCURATE TRANSCRIPT.
6 FURTHER DEPONENT SAYETH NOT.
6 Notary Public in and for the State of Florida at Large,
7 7 certify that the witness, Adriana Fernandez, appeared
_______________________________, 8 before me via videoconference on Wednesday, March 31,
8 ADRIANA FERNANDEZ, AS CORPORATE
REPRESENTATIVE OF ALL IN ONE 9 2021 and was duly sworn by me after producing
9 INVESTMENT PROPERTIES, LLC 10 government-issued identification.
10 11
STATE OF FLORIDA )
11 ) SS: 12 Signed this 5th day of April, 2021.
COUNTY OF _________ ) 13
12
13 Sworn and subscribed to before me this ________
14
day of ________________, 20___. 15
14 PERSONALLY KNOWN____________OR ID.____________ 16
15
16 ________________________
17 <%12680,Signature%>
Notary Public in and for ________________________________
17 the State of Florida at 18 FANNY R. KERBEL, Court Reporter
Large.
18 19 Notary Public - State of Florida
My commission expires: 20 Commission No. GG 951739
19
21 Expires May 16, 2024.
20
21 22
22 23
23
24
24
25 25
48 (Pages 186 - 189)

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Page 190
1 CERTIFICATE OF REPORTER
2
3 STATE OF FLORIDA )
COUNTY OF BROWARD )
4
5 I, FANNY R. KERBEL, Shorthand Reporter, do
6 hereby certify that I was authorized to and did
7 stenographically report the videoconference deposition
8 of Adriana Fernandez, As Corporate Representative of All
9 In One Investment Properties, LLC, the witness herein on
10 Wednesday, March 31, 2021, that a review of the
11 transcript was not waived; and that the foregoing
12 transcript, pages 1 through 186, is a true and complete
13 record of my stenographic notes.
14 I FURTHER CERTIFY that I am not a relative,
15 employee, attorney or counsel of any of the parties, nor
16 am I a relative or employee of any of the parties'
17 attorney or counsel connected with the action, nor am I
18 financially interested in the action.
19 Dated this 5th day of April, 2021.
20
21
22
23
<%12680,Signature%>
24 _____________________________________
FANNY R. KERBEL, Court Reporter
25
Page 191
1 Veritext Legal Solutions
One Biscayne Tower, Suite 2250
2 Two South Biscayne Boulevard
3 (305) 376-8800
4 April 6, 2021
5 Adriana Fernandez, As Corporate
Representative of All In One
6 Investment Properties, LLC
c/o Alexandra J. De Alejo, Esquire
7 Gray Robinson, P.A.
333 Southeast 2nd Avenue, Suite 3200
8 Miami, Florida 33131-2191
9 Re: MDLV, LLC vs. All in One
Depo of: Adriana Fernandez, As Corporate Representative
10 Of All In One Investment Properties, LLC
Taken: Wednesday, March 31, 2021
11 Read and sign by: May 6, 2021
12 Dear Ms. Fernandez,
13 This letter is to advise you that the transcript of
the deposition listed above is completed and is
14 available at this time for your reading and signing.
15 Please call the above number to make an appointment
to come to the Veritext office closest to you to read
16 and sign the transcript. Our office hours are from 8:30
a.m. to 4:30 p.m., Monday through Friday.
17
In the event other arrangements are made, please
18 send us a list of any and all corrections, signed and
notarized, noting page and line numbers and the reason
19 for such changes, so we can furnish all counsel with a
copy of same. If the reading and signing has not been
20 completed prior to the referenced date, we shall
conclude that you have waived the reading and signing of
21 the deposition transcript. Your prompt attention to
this matter is appreciated.
22
Sincerely,
23
________________________________
24 FANNY R. KERBEL, Court Reporter
25 Cc: Counsel of Record
49 (Pages 190 - 191)

800-726-7007 305-376-8800
EXHIBIT C
Page 1
1 IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT

2 GENERAL JURISDICTION DIVISION
3 CASE NO. 2020-016696-CA-01
4 MDLV, LLC, a Florida limited liability
company d/b/a ONE SOTHEBY'S INTERNATIONAL
5 REALTY and RESF RESERVED REALTY, INC.
6 Plaintiffs,
7 vs.
8 ALL IN ONE INVESTMENT PROPERTIES, LLC,
a Florida limited liability company,
9
Defendant.
10 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _/
11
12 Via Zoom
Thursday, July 15, 2021
13 12:57 p.m. - 7:04 p.m.
14
15
16
17 VIDEOTAPE DEPOSITION OF EDUARDO FERNANDEZ
18
19
20
21 Taken on behalf of the Plaintiffs before Carol
22 Hill Weng, FPR, RMR, CRR, CMRS, CPE, CRI, a Notary
23 Public in and for the State of Florida at Large,
24 pursuant to Plaintiffs' Notice of Taking Deposition in
25 the above cause.

800-726-7007 305-376-8800
Page 2 Page 4
1 APPEARANCES: 1 THE REPORTER: The attorneys
2 On behalf of Plaintiffs:
2 participating in this deposition acknowledge
JESSICA JOHNSON FISHFELD, ESQ.
3 Greenberg Traurig, P.A. 3 that I, the court reporter, am not
333 S.E. 2nd Avenue, Suite 4400 4 physically present in the proceeding room,
4 Miami, Florida 33131 5 and that I will be reporting the proceedings
fishfeld@gtlaw.com 6 remotely.
5
On behalf of Defendant: 7 They further acknowledge that in lieu
6 ALEXANDRA DE ALEJO, ESQ. 8 of an oath administered in person, the
Gray Robinson, P.A. 9 witness will verbally declare their
7 333 SE 2nd Avenue, Suite 3200 10 testimony in this matter is under penalty of
8 Alexandra.dealejo@gray-robinson.com 11 perjury.
9 Also present: Manny Chamizo 12 The parties and their counsel to this
10 Vince Lago 13 arrangement waive any objections to this
11 Adriana Fernandez 14 manner of reporting. Please indicate your
12 Edward Fernandez, Videographer
13
15 agreement by stating your name and your
14 16 agreement on the record.
15 17 MS. FISHFELD: This is Jessica
16 18 Fishfeld couple for plaintiff and we agree.
17
18
19 MS. DE ALEJO: This is Alexandra De
19 20 Alejo on behalf of defendant All In One
20 21 Investment Properties LLC and we agree.
21 22 THE REPORTER: Will the witness please
22
23
23 say and spell your first and last name for
24 24 the record.
25 25 THE WITNESS: Eduardo Fernandez
Page 3 Page 5
1 1 E-d-u-a-r-d-o, F-e-r-n-a-n-d-e-z.
2 INDEX 2 THE REPORTER: Will the witness now
3 WITNESS PAGE 3 please repeat the following declaration for
4 Eduardo Fernandez 4 the record: "I declare my testimony in this
5 Direct Examination by Ms. Fishfeld 5 5 matter is under penalty of perjury."
6 6 THE WITNESS: I declare my testimony
7 EXHIBITS 7 in this matter is under penalty of perjury.
8 NUMBER DESCRIPTION PAGE 8 THE REPORTER: The witness having
9 Exhibit 1 E-mails 55 9 declared that their testimony in this matter
10 Exhibit 2 Text messages 59 10 is under penalty of perjury and the parties
11 Exhibit 3 Text messages 66 11 having stated their agreement for the
12 Exhibit 4 E-mails 74 12 record, you may proceed.
13 Exhibit 5 E-mails 79 13 DIRECT EXAMINATION
14 Exhibit 6 Purchase Agreement 85 14 BY MS. FISHFELD:
15 Exhibit 7 E-mail 88 15 Q. Thank you. Hi Eddie. Nice to see
16 Exhibit 8 Text messages 116 16 you. Thank you for being here. You just stated
17 Exhibit 9 Text message 149 17 your name for the record. Could you also please
18 Exhibit 10 E-mail 152 18 state your date of birth.
19 Exhibit 11 E-mail 163 19 A. 8/30/65.
20 Exhibit 12 Text 171 20 Q. And Eddie, I understand that you and
21 Exhibit 13 Text 191 21 your family are dealing with some personal
22 Exhibit 14 E-mail 203 22 health conditions, and I'm very sorry to hear
23 23 about that. And, I have no intention of prying
24 (Exhibits Retained by Jessica Johnson Fishfeld, Esquire.) 24 into your personal matters, and I will not ask
25 25 any questions that are unnecessary.
2 (Pages 2 - 5)
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Page 6 Page 8
1 I do have to ask you just a few 1 today would be 100 percent the truth.
2 questions. 2 Q. Putting aside medication, just as a
3 A. Sure. 3 general matter, do you believe that your memory
4 Q. Are you on any medications right now 4 is okay today?
5 that would affect your memory? 5 A. Yes.
6 A. Well, I have been on medication since 6 MS. DE ALEJO: Object to form.
7 2009, and I was diagnosed with leukemia. 7 A. I do.
8 Q. Okay. And what -- 8 Q. And is there anything else that would
9 A. Well, I mean I have. Sorry. Well, 9 affect your ability to give accurate testimony
10 let me -- let me continue. You're asking me a 10 today?
11 question, I want to answer fully. I had a bone 11 A. Not at all.
12 marrow transplant in 2011. I also got GVHD, 12 Q. Thank you. Have you ever been deposed
13 which is growth -- graft-versus-host disease. 13 before?
14 It's a little difficult for me to speak. I 14 A. Deposed, no, I have not.
15 understand -- if you don't understand just let 15 Q. Okay. So as you may know, I will ask
16 -- let me know and we'll do it again. So I 16 you questions. And Alex as your counsel may
17 developed growth -- graft-versus-host disease 17 object. And unless she instructs you otherwise,
18 from my bone marrow transplant which led to 18 you should go ahead and still answer the
19 multiple thinning of my blood. 19 question, even if there is an objection.
20 Then I needed a kidney transplant. 20 A. I understand that each of any of your
21 Last year I got diagnosed with stage four 21 questions 100 percent will be the truth.
22 mandibular cancer, stage four mandibular cancer. 22 Q. Thank you. Did you go to college?
23 So what I'm trying to say is I have been on 23 A. I went to St. Thomas University,
24 medication now. I've had some medication on 24 thousands of years ago. I'm 55-years-old for
25 since 2009 when I first was diagnosed with 25 about a year-and-a-half. I would like for the
Page 7 Page 9
1 leukemia. Does that answer your question? 1 record to show that Mr. Chamizo has threatened
2 Q. Today what medication are you on? 2 us, harassed us, with multiple texts, letters.
3 A. I am on Prograf. I am on Acyclovir. 3 MS. DE ALEJO: Eddie, Eddie, Eddie,
4 I'm on multivitamins. I am -- the one that can 4 let's take a moment. Okay.
5 give you a better idea of what medication I am 5 A. I would like -- there is nothing I can
6 on is Adriana. Because she -- Adriana can give 6 do.
7 a better count of the medication that I'm on. 7 Q. Was Manny allowed to enter?
8 Q. To your knowledge Eddie, are you on 8 THE REPORTER: Yes. Yes.
9 any medication today that would affect your 9 Q. Okay. I don't see him on the screen.
10 memory? 10 THE REPORTER: Yeah. He's on the
11 A. No. Not to my knowledge. 11 screen.
12 All types of medication affect me in 12 A. The court reporter, did you hear the
13 so many different ways. It's like when you see 13 statement I just made?
14 a commercial, medication that can help you this 14 Q. Well, Eddie in the deposition, the way
15 way, but it can affect you in 100 other ways. 15 that it has to work is that I just ask you
16 So everything can affect you in a certain way. 16 questions and then you answer them. And --
17 To my knowledge, my memory is -- I'm here. I'm 17 A. I want to make sure that what I said
18 here. Am I still freezing? 18 was in the record.
19 MS. DE ALEJO: No. We can hear you 19 Q. Okay. So Eddie, you said you went to
20 now. 20 St. Thomas for about a year-and-a-half of
21 Q. To your knowledge, are you on any 21 college; is that right?
22 medication that would affect your ability to 22 A. Correct.
23 giver truthful testimony and accurate testimony 23 Q. Did you complete any other college
24 today? 24 application?
25 A. I am not. And any testimony I give 25 A. No, I did not.
3 (Pages 6 - 9)
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Page 10 Page 12
1 Q. So you do not have a bachelor's 1 represented us in the purchase of the property
2 degree, right? 2 in question. That property closed in December
3 A. No. No. 3 of 2016.
4 Q. You are a licensed real estate agent, 4 He was representing us as a buyer.
5 right? 5 Then that commission to Mr. Lago was 115,500.
6 A. Broker. There is a difference between 6 I, had negotiated Mr. Lago that we would sell
7 agent and broker. I am a broker. 7 that commission once it closed because I'm a
8 Q. When did you receive your real estate 8 broker. Due to due diligence, and upgrades, and
9 broker license? 9 demo, that I saw we would have to do, I let
10 A. I believe it was more than five years 10 Mr. Lago keep that 115,500.
11 ago. I don't have that information in front of 11 Q. Eddie --
12 me. But more than five years ago, if I'm not 12 A. So we can have a clear path -- yes?
13 mistaken. I received my real estate license 13 Q. We have a lot of material to get
14 associate in 1998. 14 through.
15 Q. And you own your own real estate 15 A. I understand.
16 brokerage firm, right? 16 Q. I want to hear your answers. But it's
17 A. I do. It's called One Realty 17 going to make this take a very long time if we
18 International LLC. 18 talk about other things that aren't responsive
19 Q. When did you form that LLC? 19 to the questions.
20 A. About five years ago. 20 A. Well, this is responsive because you
21 Q. You're familiar, then, with the 21 asked me a question about commission. I'm
22 Realtor code of ethics, right? 22 answering the question on how Mr. Lago was able
23 A. I sure am. 23 to secure, when he represented us as a buyer,
24 Q. Is it true that Realtors typically 24 because it was a contract in place $115,500 by
25 receive -- is it true that Realtors typically 25 earning commission. So that is my answer.
Page 11 Page 13
1 receive a commission for brokering purchase and 1 Q. Well, my question isn't actually
2 sale of a commercial real estate property? 2 specific to Mr. Lago or anyone else. The
3 A. The real estate industry, there is no 3 question is, in your experience as a real estate
4 such thing as typically receive. Sometimes -- a 4 agent and real estate broker, when a real estate
5 lot of times, especially in a commercial side of 5 agent, brokers of purchase and sale, is it
6 real estate, contracts don't close. Parties 6 typical for a real estate agent to receive a
7 don't meet in the middle, based on what they are 7 commission as payment?
8 asking for. A commercial deal may take multiple 8 A. If the brokers in this case they are
9 years to close. You have to be willing to be 9 associates, stay with the purchase and continue
10 patient, and find a way to mediate, both 10 negotiating with the buyer, and bring the
11 parties, buyers and sellers, to reach the middle 11 closing to the table themselves, yes.
12 ground. So a lot patience is required, and 12 But if at any point they decide
13 knowledge to be able to make that happen. It 13 together not to do this, then there is no
14 just doesn't happen one day to the other. 14 commission owed.
15 Q. Setting aside the patience that's 15 Q. Thank you. How about this: How are
16 required, when purchase and sale is brokered by 16 real estate agents typically paid?
17 a real estate agent, is it typical for the real 17 A. At closing.
18 estate agent to receive a commission for that 18 Q. And how are they paid? How do they
19 work? 19 receive compensation for their services?
20 MS. DE ALEJO: Object to form. 20 A. Usually from the title company, from
21 A. If the broker, or in this case 21 the proceeds of the buyer, or the seller.
22 associate, which is what they are, if they have 22 Q. Is it usually the buyer or the seller
23 a contract, a listing contract, where they are 23 who pays the commission in commercial real
24 representing the buyer, and it closes, yes. 24 estate transactions?
25 Let me give you an example. Mr. Lago 25 MS. DE ALEJO: Object to form.
4 (Pages 10 - 13)
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Page 14 Page 16
1 A. It all depends how you negotiated the 1 A. Actually, in this particular 3251 sale
2 deal. It could be the buyer. It could be the 2 that we did, the buyer paid the commission.
3 seller. 3 Q. The seller's broker's commission is my
4 Q. And who is it normally? 4 question.
5 MS. DE ALEJO: Object to form. 5 A. Like I said, I've been involved in
6 A. It's commercial. It can be either 6 three commercial deals involving our property.
7 party. It's hard. It's negotiated. 7 (Recess.)
8 Q. Have you ever been a part of a 8 Q. Eddie, have you ever been part of a
9 commercial sale where the buyer pays the 9 commercial real estate purchase and sale where
10 seller's commission? 10 the buyer paid the seller's broker's commission?
11 A. I have been in residential deals, 11 A. My commercial brokerage experience is
12 especially in this type of market where it's 12 limited to one, two, three transactions, and the
13 hot, where the buyer is paying the real estate 13 one respect we sold 3251, the buyer paid the
14 commission. I haven't done any -- any 14 agent's commission. We were not going to pay
15 commercial deals because of medical challenges 15 any agent's commission as a seller.
16 that I have had for the past year. They paid 16 Q. In any of the three transactions, did
17 for the commission of both parties, yes. 17 the buyer pay the seller's broker's commission?
18 Q. Okay. So you have never been a part 18 A. In two of the transactions we were the
19 of a commercial real estate transaction where 19 buyer.
20 the buyer pays the seller's broker's commission, 20 Q. And?
21 right? 21 A. And the other one we were the seller,
22 A. The only -- the only part that I've 22 which is the 3251.
23 had in commercial purchases and sales, have been 23 Q. Let's start with the two where you
24 when it has to do with our properties. 24 were the buyer.
25 I have not participated in someone 25 A. Sure.
Page 15 Page 17
1 else purchase or selling of their commercial 1 Q. Did the -- was there a seller's
2 property. 2 broker?
3 Q. Have you -- my question is: Have you 3 A. Yes.
4 ever been a part of a commercial real estate 4 Q. Did the seller's broker receive a
5 transaction where the buyer pays the seller's 5 commission?
6 brokerage commission? 6 A. The way those contracts were
7 MS. DE ALEJO: Object to form. Asked 7 negotiated, were multiple, seller credit, for AC
8 and answered. 8 units, price reduction and the seller paid,
9 A. Yeah. I answered it. 9 buyer's commission.
10 Q. No. First of all, you froze in the 10 The other one I did multiple
11 first part. I think you answered the question, 11 negotiations for credit, and the seller paid the
12 but you froze. I was just trying to recap the 12 buyer's commission, but that's how the contract
13 answer for the record. I need to know what your 13 was written.
14 answer was. And so I ask you again -- 14 Q. So my question -- who was the seller's
15 A. The court reporter can -- can the 15 broker?
16 court reporter repeat my answer, please. 16 A. I answered.
17 Q. No. Actually, I just need to know 17 Q. I think you said that there was a
18 what your answer is to the question. 18 buyer's broker. I'm asking about the seller's
19 A. My answer is very simple. Every 19 broker.
20 contract is different in commercial. 20 A. Correct. But what about the seller's
21 Q. No. Eddie, that's not my question. 21 broker?
22 My question is: Have you ever been a part of a 22 Q. Did the seller's broker receive a
23 real estate transaction, commercial real estate 23 commission?
24 transaction, where the buyer pays the seller's 24 A. The way they negotiated the listing
25 broker's commission? 25 agreement, between them, in writing, I wasn't
5 (Pages 14 - 17)
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Page 18 Page 20
1 part of that listing agreement, but I would 1 know that we were rehaving a bidding, basically
2 imagine they negotiated the commission. 2 putting like a million dollars into a property
3 Sometimes it's one percent. Sometimes it's 3 or more, and that we would be willing to sell.
4 two percent. Sometimes it's $500. Sometimes 4 At that point, we had, a number that
5 it's whatever the amount is. That's whatever 5 we as sellers wanted to net net. And that's
6 the seller and the listing agent negotiate, in 6 what we explained to each agent.
7 writing, by a contract. 7 Whatever they did after that as far as
8 Q. Correct. And did the seller's broker 8 commission, was up to them. We were not going
9 commission receive a commission? It's a very 9 to pay the broker's commission. So no. We
10 simple question. 10 weren't officially in writing, represented by
11 A. Very simple question. The answer -- 11 any brokers, nor did we list the property with
12 the answer is yes. The way they -- the way they 12 any brokers.
13 negotiated that contract, yes. 13 Q. Okay. Thank you. So that
14 Q. Thank you. 14 transaction -- in that transaction, the buyer
15 Who paid the seller's commission? 15 did not pay any seller's broker's commission,
16 A. Who paid the seller's commission? 16 right?
17 Q. Yes. Is it the seller or the buyer? 17 MS. DE ALEJO: Object to form.
18 A. I'm sorry. I don't understand the 18 A. Yeah. I didn't understand your
19 question. Who paid the seller's commission? 19 question. So your question in that transaction
20 Q. Who -- who paid the seller's broker's 20 the buyer didn't pay any broker's commission?
21 commission? 21 Q. Any seller's -- broker's commission.
22 A. I have no idea. 22 MS. DE ALEJO: And just so the record
23 Q. In the two other -- in the two other 23 is clear, we're talking about the
24 deals. Specifically the two other deals, right 24 transaction of June of 2019?
25 that's what -- you're talking about the two 25 Q. Yes. The 3251 Ponce.
Page 19 Page 21
1 other deals? 1 MS. DE ALEJO: Okay. Okay.
2 A. Yes. 2 A. Right.
3 Q. Right. 3 Q. Right?
4 A. So the listing agent must have 4 A. Once we closed on the property, the
5 negotiated, in writing, with the contract who 5 buyer paid the buyer's agent's commission.
6 was going to pay the listing agent's commission. 6 Q. Did the buyer pay a seller's broker's
7 Q. So you do not know who paid the 7 commission?
8 seller's commission, the seller's broker's 8 A. I'm not aware of it.
9 commission? 9 Q. Okay. So based on the -- the three
10 A. I do know. I do know. According to 10 commercial transactions you have been a part of,
11 the closing statements, the seller paid the 11 in none of those situations did the buyer pay
12 listing agent's contract commitment that they 12 the seller's broker's commission, right?
13 had signed. 13 A. The buyer paid the broker seller's
14 Q. Okay. And in -- so that's for the two 14 commission? Every contract that is negotiated
15 transactions, commercial transactions where you 15 has terms.
16 were the buyer? 16 Q. No. No. No. My question --
17 A. Correct. 17 A. Let me finish. Let me -- let me
18 Q. Okay. Now, for the transactions that 18 finish.
19 you were the seller? 19 Q. No. Because that's not an answer to
20 A. Right. One. 20 my question. I just need you to answer the
21 Q. Were you represented in your opinion 21 question. I don't need to hear about the other
22 by a broker in that transaction? 22 -- other -- any other negotiations. The
23 MS. DE ALEJO: Object to form. 23 question is simple. In the three transactions
24 A. So I'll -- I will explain. In 2017, 24 that we just discussed, in none of them did the
25 we reached out to multiple brokers to let them 25 buyer pay the seller's broker's commission,
6 (Pages 18 - 21)
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Page 22 Page 24
1 correct? 1 each transaction.
2 A. Rio -- Rio and Chamizo had plenty of 2 Q. We just did. That's what we just did.
3 time to speak with the buyer's agent and 3 So I'm -- I'm going to -- I'm going to try one
4 negotiate their commission, years in fact. They 4 more time.
5 had years. 5 A. Okay.
6 MS. DE ALEJO: Eddie, I think -- I 6 Q. In the three commercial transactions
7 think we just need to listen to just 7 that you testified you've been a part of, is it
8 Jessica's question and let's just try to 8 true that in none of those, that the buyer paid
9 answer what Jessica is saying. There might 9 the seller's broker's commission?
10 be -- you know, it might be some 10 A. Okay. So my understanding is you're
11 misunderstanding of what the question is. 11 asking me if in those three transactions, if the
12 So try to listen to what Jessica is asking 12 seller paid the buyer's agent's commission?
13 and let's just try to stick to her answer. 13 Q. No. Exactly opposite of that is my
14 A. I did -- I answered that question. I 14 question.
15 answered that question. In this transaction, 15 A. So in the three transactions did the
16 only the buyer's agents received a commission. 16 seller pay the listing agent's commission?
17 That is the answer. I answered it. 17 Q. Did the buyer pay the seller's
18 MS. DE ALEJO: Okay. 18 broker's commission?
19 Q. That's not -- that is not -- that's 19 A. No. The seller paid -- in two of the
20 not related to my question. You're saying 20 transactions, the seller paid his listing
21 things that are not related to my question. 21 commission, and listing agent, and paid the
22 My question is -- 22 buyer's commission.
23 A. What is your question? 23 Q. Okay. So the answer to my question of
24 Q. In the three transactions we just 24 did the buyer pay the seller's broker's
25 spent time discussing -- 25 commission in any of these three transactions,
Page 23 Page 25
1 A. Right. 1 the answer is yes?
2 Q. -- is it true that in none of those 2 A. Did the seller pay the buyer broker
3 three the buyer paid the seller's broker's 3 commission? Yes. In both of those transactions
4 commission? 4 we were the buyer. And also the buyer's agent.
5 A. The buyer paid the seller's broker's 5 So the way I negotiated the contract was that
6 commission. Oh, you mean the seller paid the 6 way, in writing.
7 buyer's commission, is that what you mean? 7 Q. Let's come back to this.
8 Q. Yes? 8 A. Okay.
9 A. The seller paid a -- yeah, okay. So 9 Q. And so just as a heads up for planning
10 in the three transactions, no. The seller did 10 purposes, I think that this deposition may go
11 not pay the buyer's commission except for the 11 for multiple days, just based on how the witness
12 sale of 3251, where the buyer's agent paid his 12 is answering the questions. But just as a heads
13 Realtor commission. 13 up for planning purposes. We'll come back to
14 Q. Okay. I -- I think -- I think you got 14 that question.
15 confused. 15 Eddie, you're a licensed loan
16 A. Can you ask me a question so I can 16 originator, right?
17 write it down, to see if I understand what 17 A. Correct.
18 you're asking me. Because I believe I answered 18 Q. What does that mean?
19 the question multiple ways. 19 A. That means that the MLS, which is one
20 Q. Okay. Yeah. You -- you -- you 20 of the regulators of the mortgage lending
21 haven't. So I think that there -- there must be 21 industry, issues license once they've done a
22 some miscommunication. 22 complete background check.
23 A. Okay. Let's try -- let's try it 23 In fact, the FBI also does a
24 again. 24 background check on loan originators. Yes. I
25 MS. DE ALEJO: Maybe break it down by 25 am licensed.
7 (Pages 22 - 25)
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Page 26 Page 28
1 Q. What does it mean -- 1 MS. DE ALEJO: Object to form.
2 A. Go ahead. 2 A. So once we lend to investors fund,
3 Q. What does it mean to be a loan 3 they tell us how much interest they want to
4 originator? 4 charge monthly or yearly. We present that
5 A. A loan originator has the capacity 5 proposal to the buyer's, the corporations that
6 to -- to sit down with buyers, approve them 6 they have, and they decide to go forward. So
7 based on their financial documents, start a loan 7 the answer would be yes.
8 process, submit it to the processor, the 8 Q. When you lend funds to these
9 underwriting and then it goes to closing, where 9 corporations that you're discussing, is it ever
10 the closing department issues a wire for the 10 just your own private funds with no outside
11 closing. 11 investors?
12 Q. You own your own private lending 12 MS. DE ALEJO: Object to form.
13 company, right? 13 A. No. No.
14 A. We do. 14 Q. What size loans does All In One
15 Q. And when you say "we do," you're 15 Mortgage Investments typically provide?
16 referring to yourself and your wife Adriana, 16 MS. DE ALEJO: Object to form.
17 right? 17 A. Now, rephrase this question.
18 A. All in One Investments, correct. 18 MS. DE ALEJO: Yeah. I -- I just
19 We're the managing members, yes. 19 think we're getting into kind of an odd
20 Q. Okay. And it's -- the private lending 20 situation. Like, with -- with Eddie, I just
21 company is called All in One Mortgage 21 stop for a second, Eddie.
22 Investments? 22 I just say, it doesn't seem really
23 A. Adriana, yes? All in One Mortgage 23 relevant in either which way. When you're
24 Invest? Yes. I believe so. Now, what's the 24 asking about personal funds and how much
25 name of the private -- where we lend the money? 25 they're loaning out of their personal funds,
Page 27 Page 29
1 All in One Mortgage Investments. 1 you're really getting into -- diving into
2 Q. And through All in One Mortgage 2 kind of their financial background and their
3 Investments you lend your own personal money to 3 financial without a judgment in place.
4 borrowers, right? 4 So I'm going to object to the extent
5 A. We lend individuals funds to 5 each are getting into specific details of
6 corporations, LLC that are buying properties as 6 how much they're lending, loan amounts, any
7 an investment to either fix and flip or to hold 7 specifics.
8 for rental income. But it -- it is purchased 8 So there's also confidential, you
9 under a corporation LLC. And most of these 9 know, issues when you start talking about
10 buyers are foreign nationals with corporations 10 specifics.
11 established here in Florida. 11 So I'm going to object to the extent
12 Q. Where. 12 you're trying to get into any details about
13 A. They are looking -- 13 it.
14 Go ahead. 14 If you want to talk generally about
15 Q. The funds that are lent, where do they 15 what the company does, you know, who's --
16 come from? 16 who's an owner, that's fine. But when you
17 MS. DE ALEJO: Object to form. 17 start asking about specifics, that is where
18 A. They could come -- they -- they can 18 I'm going to have to object.
19 come from multiple investors, that we've had 19 Q. Okay. So this is the last question.
20 through the years, and -- and our funds. 20 I just want to get an understanding for what
21 Q. Okay. Your -- your own private funds, 21 your -- what your LLC does. And so I don't need
22 right? 22 to know about specific loans. But I want to
23 A. Correct. 23 understand what part of the market your company
24 Q. And do you charge interest for the 24 is in.
25 loans? 25 So what -- what size loans does your
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1 company typically engage in? 1 Q. Okay. So it could be 50 LLCs?
2 MS. DE ALEJO: Again, objection. 2 A. It could be two. I can't answer that
3 Q. Okay. You -- you still need to 3 question right now. I don't have it in front of
4 answer. And that's the last question on it. 4 me. I don't have that information.
5 A. It can be anywhere from $50,000 to 5 Q. Okay. Are you currently a managing
6 whatever the corporate is requesting for the 6 member of any LLCs?
7 investment purchase, whatever amount. 7 A. I believe I am, yes. I just don't
8 Q. Okay. I just need to -- I just need 8 know how many, and what -- what the names are at
9 to know what the -- what the ceiling is here. 9 this time.
10 MS. DE ALEJO: Object to form. You 10 Q. Are you a managing member of All In
11 don't need to know it -- you don't need to 11 One Mortgage Investments?
12 know it. 12 A. I believe I am.
13 A. Come on. 13 Q. And you're a managing member of All In
14 MS. DE ALEJO: Object to form. Eddie, 14 One Investment Properties LLC?
15 object to form. 15 A. I would have to check. I don't have
16 Q. I note your objection. But is it more 16 that information in front of me right now. I
17 than 50 million dollars? 17 think I've answered these questions already.
18 A. I don't have those numbers in front of 18 Can we go to the next question? Please.
19 me. And I signed NDAs with all my investors. 19 Q. Aside from those two LLCs, are there
20 Q. What other licenses do you have? 20 any other LLCs that you do know right now that
21 A. I have the broker's real estate, the 21 you're a managing member of?
22 loan originator's license, and last year before 22 A. Ms. Court reporter, can you repeat my
23 I got diagnosed, I was applying for the PPL 23 answers, please.
24 which is a private pilot license, which I wasn't 24 MS. DE ALEJO: Eddie, Eddie, Eddie,
25 able to complete it because of my medical 25 Eddie, you can't ask the court reporter to
Page 31 Page 33
1 challenge. 1 repeat your answer. You just -- just --
2 Q. How many LLCs in total are you a 2 you -- you can just say yes, or no, or I
3 managing member of? 3 don't know.
4 A. I don't have that information in front 4 A. I mean, I already said I don't know.
5 of me. 5 I don't have the information in front of me
6 Q. Is it more than 10? 6 multiple times. I mean, we want to get through
7 A. I don't have that information in front 7 this. Right?
8 of me. 8 Q. We do. Your answer is making it very
9 Q. Is it more than 50? 9 difficult to do that.
10 A. I think I answered. 10 A. Maybe -- maybe if I --
11 Q. So you -- you don't know? 11 MS. DE ALEJO: Eddie, Eddie, let
12 A. I don't have that information. I 12 her -- let her ask the question and you
13 don't have that information in front of me. 13 answer.
14 Q. Okay. So you don't know how many LLCs 14 A. I'm answering. Go ahead.
15 you're a managing member of? 15 Q. Okay. This is the last one. We can
16 A. I don't have that information in front 16 move on from this topic. But I need an answer
17 of me. I cannot answer. 17 on, other than All In One Mortgage Investments
18 Q. Well, my -- my question is: Do you 18 and All In One Investment Properties LLC, is
19 know how many LLCs you are a member of? 19 there any other LLC that you know of right now
20 A. Not -- not off -- not off the top of 20 that you're a managing member of; yes, or no, or
21 my head, no. 21 I don't know?
22 Q. Okay. And you don't know if it's more 22 A. I don't have -- I don't -- I don't
23 than 50 LLCs, right? 23 have that information in front of me. I don't
24 A. I cannot answer that question right 24 know.
25 now. 25 Q. You don't know. Okay. That's all you
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1 have to say. 1 other than the three we've already identified?
2 A. I did say that multiple times, 2 A. I believe we own a condo in Miami
3 actually. 3 Beach. But that's not under -- but that's not
4 Q. How many real estate properties do you 4 under any LLCs.
5 own? 5 Q. Okay. And where is that located?
6 A. I have to check that. I don't -- I 6 A. I don't know the exact address. So --
7 don't know right off the top of my -- you know 7 so let me give you a little back story about me.
8 if you would have sent me an e-mail with the 8 I mean, when it comes to --
9 questions you were going to ask me, I would have 9 MS. DE ALEJO: Eddie, Eddie, Eddie,
10 all the information ready for you. 10 Eddie, Eddie, let her just ask you questions
11 Q. Eddie, if you don't know it's okay. 11 and let's just answer them. Okay?
12 You can just say you don't know. 12 A. Okay. I -- I -- off the top of my
13 A. I don't know. I don't know. I don't 13 head I don't know the address.
14 know. Right off the top of my head I don't 14 Q. Okay. Did you say it's in Miami
15 know. 15 Beach?
16 Q. That's fine. That can be your answer 16 A. I did.
17 that you don't know. That's fine. That's your 17 Q. Is it on the water?
18 answer. 18 A. I believe so, yes. Not on the water
19 So you own through All In One 19 but it has a beach of, a couple of, feet away.
20 Investment Properties LLC a property with the 20 Q. Okay. Are there any other properties
21 address of 6780 Southwest 80th Street; is that 21 that you're aware you own, either personally or
22 true? 22 through an LLC?
23 A. I think so, yes. 23 MS. DE ALEJO: Object to form.
24 Q. And you through All In One Investment 24 A. Yeah. I don't -- I would have to --
25 Properties LLC own a property at 4270 Minton 25 not off the top of my head.
Page 35 Page 37
1 Road, right? 1 Q. So you may own other properties,
2 A. I would have to check that exact 2 you're just not sure what they are right now?
3 information, but I believe, I do own something 3 A. Or I may not. Or I may not. I'm just
4 on Minton. I would have to check for that 4 not sure right now.
5 information. 5 Q. Okay. Do you -- your brokerage --
6 Q. Can you list any other property that 6 your brokerage company that you own, what is it
7 you own? 7 called?
8 A. Not off the top of my head. 8 A. I answered that question, but I'll
9 Q. Are -- are there other properties that 9 answer again. One Realty International LLC.
10 you own? 10 Q. Okay. I'm going to refer to that as
11 A. I'm not sure. I would have to check. 11 One Realty, okay?
12 Q. Okay. So at this time you do not know 12 A. Sure.
13 whether you own any other real estate 13 Q. Was One Realty the buyer's broker when
14 properties? 14 All In One Investment Properties LLC purchased
15 A. That is correct. I mean, I own -- I 15 the property at 6780 Southwest 80th Street?
16 know I own my personal home, if that's what 16 A. The buyer's broker? Yes.
17 you -- I -- I know I own my personal home where 17 Q. And how much -- and you earned a
18 I'm at right now. 18 commission of $90,000 from that deal, right?
19 Q. Okay. Any others? 19 A. I don't have that information in front
20 A. Now, all the other one investments 20 of me. I'm not sure.
21 there are off the top of my head I don't know. 21 Q. And, you through One Realty were the
22 I don't remember. 22 broker when All In One Investment Properties LLC
23 Q. But you -- so let's break this down. 23 purchased the property at 4270 Minton Road,
24 The first part of the question is: Do you know 24 right?
25 whether or not you own any other properties 25 A. Correct.
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1 Q. And you earned a commission of 1 there's a lot of numbers that go in your head.
2 approximately $60,000 in that deal, right? 2 So the only way you can give straight answers is
3 A. I'm not sure how much was the amount, 3 by having documents in front of you.
4 but I -- I believe I earned a commission. 4 Q. So the answer to my question is you do
5 Q. You purchased the property at 6780 5 not know, right?
6 Southwest 90th Street for $3 million, right? 6 A. At this point without the documents, I
7 A. I don't have that number in front of 7 cannot give you an answer.
8 me. 8 Q. I -- I -- I -- you're saying I can't
9 Q. You purchased the property at 4270 9 give you an answer. And I don't have the
10 Minton Road for $4 million, right? 10 information in front of you. And I want to know
11 A. I don't have that information in front 11 do you know the answer?
12 of me. 12 A. I would know the answer if I had the
13 Q. And so -- so I know you don't have the 13 documents in front of me, the correct answer,
14 information in front of you, but do you not -- 14 the exact answer, if I had the documents in
15 you don't know how much you purchased that 15 front of me. I am the one negotiating these
16 property for? 16 deals when I negotiate them. But I don't have
17 A. At this point I don't have that 17 the documents in front of me.
18 information in front of me. And I don't want to 18 Q. But you don't know at this point
19 give you a wrong answer. 19 whether you purchased the property for
20 Q. Okay. So you do not know how much you 20 $3 million; yes, no, or you don't know?
21 purchased that property for? 21 A. I know we purchased that property. I
22 A. If I check my documents I would know, 22 don't know the exact number of that property.
23 but I don't have the exact information in front 23 Q. Do you know an approximate number?
24 of me. 24 A. Anywhere from 1 million to 5 million.
25 Q. Okay. 25 Q. Okay. And how about for 4270 Minton
Page 39 Page 41
1 MS. DE ALEJO: Jessica, when you get a 1 Road, do you have -- do you know an approximate
2 break, I need to use the ladies' room. I 2 number that -- that you purchased that property
3 apologize. Whenever you get a second. 3 for?
4 Q. Okay. If I -- if I represented to you 4 A. That properties was listed as I
5 that you purchased the property at 6780 5 believe at 5.1 million, and it was negotiated
6 Southwest 90th Street for approximately 6 down after multiple credits that are negotiated
7 $3 million based on my information, would that 7 with the listing agent, that the seller would
8 sound right to you or you have no idea? 8 give us for air conditioning, $100,000 and for
9 MS. DE ALEJO: Can you show him the 9 reduction of price. So that property may have
10 information you're referring to maybe? 10 closed for, again, I don't have the exact
11 A. Yes. Please. 11 numbers in front of me, for about $4,800 --
12 Q. No. I'm -- I'm trying to understand 12 900,000.
13 his knowledge and -- and information. 13 Q. Okay. Just a couple more questions
14 A. My knowledge is based on documents. 14 and then we'll take a break.
15 It's not based on, what I -- in front of me 15 A. Sure.
16 right now, I don't have those documents to be 16 Q. All In One used to own a property at
17 able to give you an exact answer, a correct 17 3251 Ponce de Leon, right?
18 answer. 18 A. Correct.
19 Q. Right. So -- so does $3 million sound 19 Q. How much -- for how much did All In
20 correct to you? 20 One Investment Properties LLC purchase that
21 A. When you are -- now, I guess you don't 21 building for?
22 want to hear this. But when you are a 22 A. I know that property was listed for a
23 commercial or a residential agent, you negotiate 23 long time, and I saw it multiple times. And I
24 a lot of deals. So most of them, commercial 24 kept on reducing price. And, I met with Vince
25 don't close and some of them get started. And 25 at that property. And if I'm not mistaken that
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1 property -- again, the exact numbers I don't 1 Q. Eddie, so the -- the closing
2 have them in front of me -- could have closed 2 statement, are they electronic or hard copy?
3 for about 3.8 million. 3 A. Well, we have hard copies, but they're
4 Q. And All In One Investment Properties 4 also electronic.
5 LLC later sold that property for how much? 5 Q. Okay. Okay. So yeah. We may ask you
6 A. The net to All In One Investment, was 6 to -- to review your documents to refresh your
7 if I'm not mistaken, about 6,050,000. I don't 7 recollection so that you can provide testimony.
8 have it in front of me. 8 A. All right.
9 Q. So, we talked about some of the other 9 Q. Eddie, how do you know Vince Lago?
10 properties that you and/or All In One 10 A. I met Vince back in 2016. Mr. Vince
11 Investments Properties LLC owns, from here on 11 Lago was a Councilman in the Coral Gables -- in
12 forward when I talk about the property, I'm 12 Coral Gables. I was introduced to him by
13 talking about 3251 Ponce. Okay? 13 someone we both know, and he took me to preview
14 A. Sure. 14 the 3251 property, the one that we're talking
15 Q. Okay. So let's take a -- a short 15 about now, which I had seen multiple times, had
16 break and then come right back. 16 been listed and reduced multiple times.
17 MS. DE ALEJO: Thank you. 17 And he represented us in writing as
18 (Recess.) 18 the buyer's agent in the purchase of that
19 Q. Okay. So Eddie, we talked about some 19 property.
20 information about how many properties you own, 20 Q. When you said that you were introduced
21 and -- and how -- for how much you purchased 21 to Vince through someone you both know, who was
22 them. What documents would you want to look at 22 the person who introduced you?
23 in order to refresh your recollection of that 23 A. His name is Manny Garcia.
24 information? 24 Q. And why did Manny Garcia introduce you
25 A. The best documents to look at is the 25 to Vince?
Page 43 Page 45
1 actual closing statements. 1 A. Because Manny knew that I was looking
2 Q. Okay. And do you have those closing 2 for properties, somewhere in Dade County, and he
3 statements accessible to you today? 3 knew that Vince was the Councilman in Coral
4 A. Not right now. They're back at the 4 Gables, and that he was also a Realtor
5 office. No, they're not accessible to me today. 5 associate, and that he may have properties that
6 Q. Okay. 6 he can show me.
7 A. I'm more than happy to provide all the 7 Q. And what -- at the time when you met
8 documents you need for the questions you ask. I 8 him what was your impression of Vince Lago?
9 just want to make sure I don't give you the 9 A. Of Vince Lago? Vince Lago is very
10 wrong answer. I want to give you all the right 10 passionate about his city. He knows how the
11 exact answers. 11 whole process works. That's why he became Mayor
12 Q. Okay. 12 now, of the city of Coral Gables. He knows how
13 A. So if you want -- if you want the 13 the permitting works. He knows how the bills
14 closing statements, you can ask Alex for them, 14 that get presented get approved. He's -- he's
15 and we can provide them. 15 also involved in construction, engineering.
16 MS. DE ALEJO: I personally think 16 He's very knowledgeable.
17 they're irrelevant but I don't think there's 17 Q. So when you closed the property --
18 any reason to produce them. But I'm going 18 well, backup.
19 to -- I want to lodge that objection and we 19 Did Vince Lago represent you as the
20 could just get that offline and whether 20 seller's broker when you were selling the
21 there's any relevancy to producing that. 21 property?
22 But at this point I -- I -- we're not 22 A. No. Nobody represented us as a
23 agreeing to produce those documents. 23 seller's broker, no agent did. In mine there
24 THE WITNESS: Okay. 24 was nothing in writing.
25 MS. FISHFELD: Okay. 25 Q. And that's true for the entire span of
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1 the time that you owned the property? 1 him.
2 A. That's correct. Only One Realty 2 Q. I'm asking that you -- did you pay any
3 represented the property as a listing agent when 3 commission to Vince Lago?
4 we listed the property. But that was it. 4 A. No. No. I didn't agree to any
5 Nobody else had anything in writing to represent 5 commission. The answer is no.
6 us. 6 Q. How do you know Manny Chamizo?
7 Q. I understand that no one had anything 7 A. That's an interesting story, based on
8 in writing, but that's your -- your testimony. 8 the current events. But I met Manny probably
9 But is it -- is it your testimony that, Vince 9 like 23 years ago, briefly. He was a commercial
10 Lago never represented are you as the seller's 10 realty at Forbes International, and I was
11 broker in connection with your sale of the 11 generating contracts from Realtors that worked
12 property? 12 there. I was in -- in mortgage lending. And
13 A. In writing, no. Did he bring -- did 13 that was briefly.
14 he bring potential -- 14 I later saw him, when I was looking to
15 Q. What about not in writing? 15 buy the property at 3251 multiple properties
16 A. Did he bring potential buyers? He 16 that I looked at, he was a listing agent, in one
17 did. Like every other Realtor that also did 17 of the properties in Coral Gables. I walked the
18 that. In -- in my -- so you understand in my 18 property, didn't like the property. So nothing
19 language, when you are represented, you sign a 19 came about that.
20 contract with them. That's in my knowledge and 20 And the next time I saw him when he
21 my language, that's basically what the broker's 21 came to the office with Vince.
22 guidance, guidelines. You represent someone you 22 Q. When did he come to the office with
23 have it in writing. 23 Vince?
24 Q. Did Vince Lago help you to find a 24 A. About 2017, maybe beginning of 2018.
25 buyer for the property? 25 Q. Why did Vince and Manny go to your
Page 47 Page 49
1 A. Vince Lago brought multiple buyers 1 office at that time?
2 with different offers, which at that time the 2 A. I guess you would have to ask Vince
3 offers, weren't what we were looking for, so we 3 that because Vince is the one that brought him.
4 didn't accept them. 4 At no time did I reach out to Chamizo.
5 Q. Did Vince Lago bring you Alex Alvarez 5 Q. Why did you understand that Vince and
6 as a potential buyer? 6 Manny were at your office?
7 A. I believe together him and Alex 7 A. Well, I had mentioned to Vince that we
8 Alvarez's agent Liz brought an offer to us which 8 were selling the property and to bring any
9 did not meet the terms that we were looking for. 9 offers that he had. So I -- I -- I know it was
10 So we -- we never signed it. Yes. If that's 10 that reason.
11 your question, the answer is yes. 11 Q. What was discussed during the meeting
12 Q. Okay. And you ultimately sold the 12 at your office when Vince and Manny were there?
13 property to Alex Alvarez, right? 13 A. What our terms were, and exactly what
14 A. There is a whole story to that. 14 we wanted if we were going to accept the
15 Obviously there was multiple years in the 15 contract.
16 process. But ultimately, after Vince Lago 16 Q. Did -- so at that meeting, were Vince
17 mentioned he didn't want anything to do with 17 and Manny presenting to you an offer for -- from
18 this transaction multiple times, and Manny 18 someone to purchase the property?
19 disappeared, we were only communicating with 19 A. They both presented different offers.
20 Vince, ultimately a couple years later, we 20 It wasn't only one offer. Apart from other
21 closed with Liz, and Alex contract, brand-new 21 brokers that also presented offers to us -- to
22 contract, different terms. 22 us.
23 Q. And you did not pay Vince Lago a 23 Q. Right. But in the meeting that you're
24 commission in that transaction, right? 24 referring to between you, Vince and Manny.
25 A. I didn't agree to any commission with 25 A. No. At -- at -- no, that first time
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1 there was no offer. 1 different terms of the contract. And one of
2 Q. Okay. So they just came to your 2 them were that we were not going to pay any
3 office to discuss the terms that you were 3 commission. We wanted to net the sales price we
4 looking for to sell your property? 4 were asking for.
5 A. Correct. 5 Q. So at that time is it your testimony
6 Q. And did you understand Vince and Manny 6 that you expected the buyer to pay any
7 at that time were working together? 7 commissions to Manny -- Manny and Vince?
8 A. That's what I understood. I never 8 A. We were clear to every broker that
9 exactly asked him, nor did I understand why 9 brought an offer, or an LOI, or whatever it was,
10 Vince was bringing Chamizo, but that's what I 10 yes.
11 understood. 11 Q. Did you ever say to Manny or Vince
12 Q. Did there come a time when Manny and 12 that the broker would pay the seller's
13 Vince presented to you an offer to purchase the 13 commission, seller's agent's commission?
14 property from Alex Alvarez? 14 A. I'm sorry. Can you -- what do you
15 A. Yes. That day they brought an offer, 15 mean the broker would pay the seller's
16 mid morning, and they wanted us to answer it to 16 commission? You mean the buyer? The buyer?
17 execute the contract by the end of the day, 17 Q. I may have misspoken. I -- I meant to
18 which was impossible because a lot had to be 18 say, did you ever say to Manny or Vince that the
19 reviewed, and starting the terms weren't exactly 19 buyer would pay any seller's broker's
20 what we were asking for at all. 20 commission?
21 Q. And is it right that that was in 21 A. We were very clear when it came to who
22 around May, June 2018? 22 was going to pay commission, and it definitely
23 A. Yes. Yes. 23 was not going to be us.
24 Q. How did Manny and Vince present that 24 Q. So did you say that the buyer would
25 offer to you? 25 pay any seller's broker's commission?
Page 51 Page 53
1 A. They brought it in a contract. 1 A. Okay. Let me phrase it this way. We
2 Q. Well, did they present it to you in 2 always had our net amount. Anything above that
3 person at your office? 3 if we made our net amount, it didn't matter to
4 A. Yes. 4 us.
5 Q. Were both of them there? 5 Q. Okay. So based on what you just said,
6 A. I believe so, yes. 6 how -- if you get your net amount, and any --
7 Q. Was anyone else present other than 7 anything over that would be paid in a
8 you, Manny and Vince? 8 commission, who -- who would receive that
9 A. Adriana Fernandez. 9 commission?
10 Q. Anyone else? 10 A. If we netted what we were looking for,
11 A. No. 11 and the buyer and listing agent accepted the --
12 Q. Did you know Alex Alvarez before Manny 12 the sales price to be higher to pay the
13 and Vince presented this offer to you? 13 commission of the brokers, that was fine.
14 A. No. 14 That's not what was happening.
15 Q. At that time when Manny and Vince 15 Q. But who was going to receive the
16 presented to you the offer from Alex Alvarez, 16 commission?
17 was Alex Alvarez represented by a broker? 17 A. Who was going to -- I guess the
18 A. Yes. Elizabeth Diaz. 18 brokers once the -- once we netted what we were
19 Q. That's Liz Diaz, correct? 19 looking for, the brokers.
20 A. Correct. 20 Q. So did you expect that Manny Chamizo
21 Q. And at that time when Manny and Vince 21 would receive a commission?
22 presented to you the offer from Alex Alvarez, 22 A. I expected Manny and Vince to
23 was there any discussion about the payment of a 23 negotiate the contract, based on what -- the
24 commission? 24 terms we had explained to every Realtor, or
25 A. There was a lot of discussion about 25 broker that came to our office, with contracts,
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1 is -- when they brought that contract, it was 1 computer. But if -- if that's very difficult,
2 not the terms we had requested. 2 then --
3 Q. Okay. So if it had been the terms you 3 A. It's not difficult. It's not
4 had requested, I -- I just want to understand 4 difficult. I have here the hard copy.
5 who -- 5 Q. Oh, Perfect. Great. Okay. So if you
6 A. Okay. So if would have -- if we would 6 could just look at Tab 1, please.
7 have netted -- if we would have netted what we 7 MS. DE ALEJO: It's not going to say
8 were looking for, and the rest on top of that 8 Tab 1, though. So make sure we just
9 net was added, the commission would have been 9 identify by Bates number to make sure he's
10 paid to the brokers. 10 looking at the correct document.
11 Q. And who were the brokers? 11 Q. Okay. Okay. So on the bottom
12 A. But we weren't paying -- but we 12 right-hand side of the --
13 weren't paying for the commission. Well, it 13 A. 01 -- 01 I see it. 01. Go ahead.
14 would have come out ultimately out of the 14 Q. Okay. And that's called a Bates
15 closing of the title company. 15 stamp, Eddie, for some reason.
16 Q. But who were the brokers? When you 16 A. Okay. Okay.
17 say the brokers, who are you referring to? 17 Q. All right. So if you can just take a
18 A. Well, in 3251 which is the property 18 moment to -- to review this document. And just
19 we're talking about, the brokers at that time 19 let me know when you've have had a moment to
20 that were negotiating that contract was Vince 20 just kind of familiarize yourself with it
21 Lago, Manny Chamizo and Elizabeth Diaz. 21 generally and then I will ask some questions.
22 Q. Okay. Did you expect to pay Vince 22 A. Okay.
23 directly a commission or would you have paid 23 Q. Okay. So if you go --
24 Manny the commission? 24 A. Where are you going to go, 01 to 02,
25 MS. DE ALEJO: Object to form. 25 is that where it ends?
Page 55 Page 57
1 A. The agent that was on the contract, I 1 Q. Yes.
2 don't have the contract in front of me, would 2 A. 01 to 02?
3 have been paid directly at the time of closing 3 Q. Yes.
4 at the title company. 4 A. Okay. Go ahead.
5 Q. Okay. All right. Let's look at some 5 Q. If you go to 02?
6 documents. 6 A. Yes.
7 A. Sure. 7 Q. There is -- the first e-mail in this
8 Q. Okay. This is Tab 1 and I'd like to 8 thread is a July 19, 2017 e-mail from
9 enter this as Exhibit 1. 9 Vincente -- Vicente C. Lago, and it says: Eddie,
10 (E-mails were marked as Exhibit 10 I hope all is well. Could I show a building
11 Exhibit 1 for identification.) 11 tomorrow? I have a client that is interested.
12 MS. DE ALEJO: For record purposes, 12 What is the asking price?
13 will you just identify each one by the Bates 13 And then go to the bottom of AI01.
14 number as well. 14 You respond that's your e-mail address, right?
15 Q. Yes. This is AIO001 to 002. Now, 15 A. Right.
16 Eddie, did you, I've-- I've provided copies of 16 Q. You said: Vince, good to hear from
17 these to your counsel Alex. Do you have copies 17 you. Hope all is well. Yes. What time? I've
18 of these documents? 18 also been talking to Manny Chamizo on a client
19 A. I do have copies. I -- I think they 19 he has.
20 were provided today. Correct? 20 So what did you mean when you said,
21 Q. Yes. Yes. 21 I've also been talking with Manny Chamizo on a
22 A. I haven't had a chance -- I haven't 22 client he has?
23 had a chance to review them. 23 A. Well, once we met with him and Manny
24 Q. No. No. That's fine. It may be 24 Chamizo, Manny Chamizo also tried to bring other
25 easiest for you to open them up on your 25 buyers that Vince wasn't part of, that
15 (Pages 54 - 57)
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1 negotiation. 1 Q. That's right.
2 Q. Okay. 2 A. What I see here.
3 A. Again, I think that Manny -- I think 3 Q. Right. Okay. So this --
4 that Manny went to his firm to another associate 4 Q. A02 -- A02 is on July. A02 is July,
5 that was bringing him offers or other lies. 5 19, 2017. So do I look for September?
6 Q. What were you talking to Manny about? 6 Q. Right. Now -- well, that's what I was
7 A. Definitely only about the buyers, or 7 going to ask you. I -- I see a date here
8 any potential LOIs, or contracts that he would 8 September 27, 2017.
9 bring, and what our terms were. 9 A. Okay. I see it. That's the text,
10 Q. And then the next line says, Sales 10 correct?
11 price is 5 million with 3 percent commission. 11 Q. Yes. Well, I -- I -- I'm going to ask
12 What did you mean by that? 12 you that. This appears to be a screenshot of a
13 A. Right. So at -- so at that time -- at 13 text message thread?
14 that time the 3 percent commission was going to 14 A. That's correct.
15 be paid based on 5. And that's where we 15 Q. And is this a text -- a screenshot of
16 started. 16 a text message like between you and Vince Lago?
17 And we would have netted what we were 17 A. It looks like it.
18 looking for once we paid that commission. But 18 Q. Okay. So if you go to Lago 16?
19 we continue to upgrade the building, update it, 19 A. Lago 16?
20 and the sales price based on the market kept on 20 Q. On the top of that page, there's a
21 going up, because of the market, because of the 21 text that says: Afternoon, Vince. It was great
22 profit on the market, and because of all the 22 talking to you again. The sales price is
23 work that we were doing to it. 23 6,355,000. Your commission on top of that
24 Q. When you said, Sales price is 5 24 amount.
25 million with 3 percent commission -- 25 A. Okay. I'm looking for Lago 16. Give
Page 59 Page 61
1 A. Right. 1 me a second. Hold on. Lago 37. That's not it,
2 Q. -- who did you understand would be 2 right? Lago A037. Diaz.
3 receiving that 3 percent commission? 3 Q. No. No. It -- so, do you see -- do
4 A. Well, in this case -- in this 4 you see Lago 14, which is the September 27, 2017
5 particular case, on this date, if they would 5 text? Let's start with that.
6 have brought the contract with those terms, and 6 A. I see an e-mail from September 19th.
7 other terms that we also needed on the contract, 7 Let me look at the text. I see Diaz. Give me a
8 and we would have executed, we would have paid 8 second.
9 the commission to the broker. 9 Q. I think. No, no. I think you're --
10 At this time he was not saying there 10 you're way too far. I -- if you go to the
11 was a cobroker. He was saying he was going to 11 bottom right of the page.
12 be the agent for the buyer. There was no other 12 A. Right.
13 cobroker. So he would have received the 13 Q. The -- the-- the page that Bates
14 commission. 14 stamped Lago 14.
15 Q. And you were going to pay that 15 A. Lago 14. Just give a second. Let me
16 commission, right? 16 find it.
17 A. Based on what we were going to net at 17 Q. No problem.
18 that time because of that sales price, yes. 18 A. This was just printed out today.
19 Q. Okay. Now we'll go to Tab 2, which I 19 Q. Okay. It would be probably like one
20 will identify it for you. Tab 2, and it's -- 20 of the first -- it would be very -- I think it
21 and -- and I'd like to enter it as Exhibit 2, is 21 would be near the beginning of your stack of
22 Lago 14 to 16. 22 papers, if they were printed in chronological
23 (Text messages were marked as Exhibit 23 order.
24 2 for identification.) 24 A. Okay. Lago 14 is that's what you're
25 A. Okay. That's September. Right? 25 asking me for?
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1 Q. Right. Lago 14 through Lago 15. 1 Q. So long as the purchase price was over
2 A. Okay. 2 5.3 million, you were going to pay the brokers a
3 Q. Is that it? 3 commission?
4 A. Go ahead. 4 A. Right. So again, there were many
5 Q. Okay. And I'm -- I'm going to ask a 5 terms that had to be met, but that was one of
6 different question then -- then from before. So 6 them. We also had to stay in the property
7 looking at Lago 14. This appears to be a text 7 leasing it until we found a new property and
8 dated September 27, 2017. Right? 8 moved out. So it was multiple terms that had to
9 A. Correct. 9 be met on the -- on the contract. But that was
10 Q. And it says Vince, at this time our 10 one of them. That was one of them.
11 net needs to be 5.3 million. Anything on top of 11 Q. Okay. So you intended to pay a
12 that could be commission. What do you mean by 12 commission. You just -- you didn't know how
13 that? 13 much it would be at this point, right?
14 A. As long as we netted the 5.3, whatever 14 A. I -- I had no idea because that would
15 commission they wanted to place on top of the 15 have been negotiated between the brokers, which
16 sales price, was fine with us. That's what -- 16 would have been the buyer's agent representing
17 at this time our net needs to be 5.3. So if you 17 the buyers.
18 notice, as we continued rehabbing the building 18 All I know and what we were looking
19 from July to September of 20 -- the price went 19 for was our sales price, our net that we needed
20 up because it continued to cost us more in 20 at the time the contracts were coming in, based
21 constructions and so forth, and the market was 21 on the market and what we had spent on the
22 going up. So I'm being very specific, on what 22 buildings.
23 our numbers are doing. 23 Q. Right. But so long as this can -- all
24 And I'm also saying if we get to the 24 these conditions were met, you knew you would be
25 end of the project, of the rehabbing and we -- 25 paying a commission? It just wasn't -- you
Page 63 Page 65
1 and everything we're doing, at that time, again, 1 didn't know how much it would be?
2 I didn't know how much more it was going to cost 2 A. That's correct. So the -- for
3 us, it will be closer to 5.8 our net. So from 3 instance the 5 -- the 5.8 that we needed to net
4 5.3 million to 5.8 million. But again, it was 4 as we got closer to completing the construction,
5 changing because the market was changing. The 5 if the offer would have come in for seven
6 money we were investing into it was changing. 6 million, that means the brokers had negotiated
7 And commission on top. 7 1.2 million to earn their commissions.
8 Q. So at this time, you didn't know 8 I -- I'm not -- I wasn't going to be a
9 exactly how much commission would be paid on 9 party to that. I just make sure that the sales
10 this, right? 10 price that was on there, once we paid the
11 A. The only time I know what commissions 11 commission and everything netted is what we were
12 they want, as long as they were made, is when 12 looking for.
13 we're present the offer with our net, and there 13 Q. Okay. So however much over the net
14 is additional, the sales price is higher, that's 14 price was going to be paid in commissions to
15 the only way I know the commissions of the 15 both the buyer and the seller's broker, however
16 brokers that are waiting to accept. 16 they split that up was between them?
17 Q. Okay. So -- 17 MS. DE ALEJO: Object to form.
18 A. For example, based on this text, if -- 18 A. It was between them. Yes.
19 if we needed to net 5.3 and the sales price came 19 Q. Okay. Okay. Let's go to Tab 3, and
20 in at 5.5, well, that means the brokers wanted 20 I'll identify that for you. Okay. So the next
21 to make $200,000 commission because it would 21 document, Eddie, is Lago 21 to Lago 22.
22 have been on top of the 5.3. 22 A. Okay. Go ahead.
23 Q. So at this time, at the time of this 23 Q. Okay. And I would like to enter this
24 text? 24 as Exhibit 3.
25 A. Yes. 25 (Text messages was marked as Exhibit 3
17 (Pages 62 - 65)
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1 for identification.) 1 for.
2 Q. Okay. If you -- if you look at Lago 2 Q. How is that true because you were
3 22, there's a text on the top of the page, that 3 looking for a net of 5.8 million so if --
4 starts with, I just spoke to Manny. Do you see 4 A. Right. And -- and they wanted to --
5 that? 5 they wanted to make 3 percent commission. So
6 A. Yes. Yes. 6 5.9 times 3 percent would have put us below 5.8.
7 Q. And -- and in order to understand the 7 Q. Okay. Where are you getting the 3
8 date of that text we have to go to the prior 8 percent from?
9 page Lago 21, and you can see there there's a 9 A. Initially that's what they had asked
10 date of March 5, 2018. Okay? 10 us for, which is in one of those texts. Yeah.
11 A. Okay. Lago 21. Okay. 11 Q. Well, here you said net to us 5.8
12 Q. Do you see there March 5, 2018? 12 million all commissions go on top.
13 A. March 5, 2018, yes. 13 A. Right.
14 Q. Okay. So on Lago 2, the 2 the top of 14 Q. So you countered at 5.9, and you
15 the page, and this is a text message between you 15 needed to net 5.8. Doesn't that mean that he
16 and Vince, right? 16 would be getting a -- a commission of $100,000?
17 A. Correct. 17 A. No. It's actually a little more.
18 Q. Is -- is that right? 18 He -- he was requesting that I counter at 5.85.
19 A. Yes I just spoke to Manny. Yes I 19 So $50,000 more than our net paying the 3
20 spoke to Manny. I'm sorry. I'm sorry. I was 20 percent commission. So we wouldn't have netted
21 reading out loud. I'm sorry. I won't do that. 21 less than the 5.8.
22 So I reiterate, he's trying to -- they're trying 22 Q. But here it just says net to us 5.8
23 to explain to me that the buyer may not accept 23 million all commissions go on top.
24 to pay a commission. What -- that's the first 24 A. Correct.
25 text. 25 Q. So like we've talked about before, you
Page 67 Page 69
1 I'm reiterating, what we have been 1 didn't know how much the commission would be.
2 reiterating the whole time. Is net to us $5.8 2 It was going to be however much over 5.8?
3 million, our commission on top, to lease about 3 A. Correct. So initially from the texts
4 for a year or less to find a new building, and 4 that we just went over, it was going to be 3
5 then they say let me speak with the agent. 5 percent initially and on top. Remember we
6 Q. So, when -- in Vincent's top text, 6 started at 5.3. And we're already at 5.8 and
7 when he says, his buyer is going to request that 7 kept ongoing up because of the market, and the
8 the seller pay the commission, counter at 5.9 8 construction we were doing.
9 firm, what does that mean? What does "counter 9 Q. Okay. So it's your testimony that at
10 at 5.9 firm" mean? 10 this point you were going to pay a commission of
11 A. That -- that means from the 5.9, we 11 3 percent?
12 have to pay the commission. So we were not 12 MS. DE ALEJO: Object to form.
13 going to net the 5.8 we were looking for. It 13 A. It's my testimony that whatever they
14 would be lower. And I'm reiterating we need to 14 wanted to get paid was going to be up to them.
15 net this amount. It doesn't matter what you put 15 Whether it was 1 percent, $100, whatever it was.
16 on top. Apart from the lease back and a couple 16 It had to be on top of our net.
17 of other terms. 17 Q. Okay. And your net was 5.8 million at
18 Q. So, and I'm -- I'm not quite 18 this time, right?
19 following. I'm sorry for that? But -- 19 A. At that time, correct.
20 A. That's okay. That's okay. 20 Q. So he's asking you to counter at 5.9,
21 Q. When it says "counter at 5.9 firm," is 21 right?
22 he saying that you should counter at 5.9 firm? 22 A. He's asking me to counter at 5.85.
23 A. That's exactly what he's asking me to 23 Q. Well, no. Above that. No. Above
24 do, because the 5.9 paying his commission 24 that.
25 wouldn't have netted the 5.8 we were looking 25 A. Another option -- another option is
18 (Pages 66 - 69)
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1 that we counter at 5.85. 1 they would have said here is counter at 5.9 and
2 Q. Right. So. 2 only pay us $100,000, not the percent we want,
3 A. He's asking 5.85. 3 we would have accepted that offer apart from all
4 Q. Okay. I want to talk about the other 4 the other contingencies that we had that were in
5 option counter at 5.85. But first I want to 5 the contract, and talking to our CPAs and so on
6 talk about the first option, which is at the top 6 and so forth.
7 of the text, which says counter at 5.9 firm. Do 7 But that's not what they did. This --
8 you see that? 8 this is a very easy form of negotiating
9 A. Yes. 9 contracts.
10 Q. That's $100,000 more than 5.8 million, 10 When you know what your seller wants
11 right? 11 to net, you go ahead and you bring the offer
12 A. Correct. 12 what your sellers mainly wants to -- wants to
13 Q. So that shows that Vince was going to 13 net. And whatever your commission is goes on
14 get a commission of $100,000, right? 14 top.
15 MS. DE ALEJO: Object to form. 15 It's -- it's a simple way of
16 A. At that time they had talked about 3 16 negotiating, actually. Bring a contract, I want
17 percent commission at that time. Again, this is 17 to net this amount and this amount, put your
18 a text. It is not a written contract. But at 18 commissions on top, whatever you want to make.
19 that time based on the text, based on the 19 Q. Okay. So you have been -- you've been
20 conversations we had when we first met, we were 20 telling me about like the -- the 3 percent
21 talking about 3 percent. 21 commission, that you think Vince is after?
22 If they would have told us in this 22 A. That's right. Correct. That's how it
23 text, we will only make $100,000, this counter 23 started. That's how it started.
24 at 5.9 and you get your 5.8, we would have said, 24 Q. That's how it started. And you're
25 perfect. Write the offer up. Leasing this back 25 saying, net to us 5.8 million, all commissions
Page 71 Page 73
1 and all the other contingencies we had. 1 go on top. So that's what you were telling
2 So if this text would have read, let's 2 Vince is how he would be paid a commission,
3 counter at 5.9. We make $100,000. You get your 3 right?
4 5.8, I would have said, yes. But that's not 4 A. Correct. Now, if he would have told
5 what he was texting me based on the commission 5 me, you know what, Eddie, let's start with 5.9
6 they wanted to make. 6 and we will only make $100,000 commission on
7 That's why I reiterated what our 7 this, I would have said, perfect. Now let's
8 position was. 8 make sure all the other terms are in the
9 Q. Right. Your -- your position was net 9 contract. Present the offer and we will have an
10 to you 5.8, right? 10 executed contract.
11 A. Right. 11 Q. Okay. Thank you. Let's go to Tab 4.
12 Q. And all commissions go on top, right? 12 A. What am I looking for?
13 A. Correct. 13 Q. Tab 4 is Diaz 92?
14 Q. So based on that agreement, if you 14 A. Okay. Hold on a second. Is that a
15 closed the sale for 5.9, Vince and Manny would 15 text or an e-mail?
16 have gotten a commission for $100,000, right? 16 Q. It is an e-mail.
17 MS. DE ALEJO: Object to form. 17 A. Okay. Let me go to e-mails. E-mail
18 A. Correct. But that's not what he's 18 Diaz, right?
19 saying in this text based on that we started -- 19 Q. Diaz 92 to 96.
20 we started at 3 percent in the original 20 A. Hold on. I'm sorry. I don't see
21 conversations that they wanted to make. 21 Diaz. I have Diaz from 137 to 139, 141, 142.
22 The original conversations they wanted 22 Yeah. I -- I don't have Diaz starting with
23 to make 3 percent. So based on the original 23 those numbers. Let me -- yeah.
24 conversations, the texts and everything we 24 Q. Okay. I can -- I can just put it on
25 talked about from when they presented at 5.9, if 25 the screen then.
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1 A. Yeah. I -- I will read it on the 1 purchase price. Please replace with as agreed
2 screen. Go ahead. 2 to by the seller and the two brokers, each
3 Q. Okay. So since this is an e-mail, 3 broker will be entitled to a commission of
4 the -- the e-mail thread begins at the end. So 4 $100,000 or a total commission of $200,000 upon
5 I'm going to scroll to the end first. 5 the closing of this transaction.
6 A. Okay. Okay. 6 Did I read that correctly?
7 Q. So this is Diaz 96. Oh, and Carol, 7 A. Yes, you did.
8 I -- I'd like to enter this as Exhibit 4, 8 Q. Okay. So where did this value of
9 please. 9 $100,000 to each broker come from?
10 (E-mails was marked as Exhibit 4 for 10 A. If you notice, at no time is our
11 identification.) 11 attorney saying that we are going to pay the
12 Q. Okay. So we're -- this is the end. 12 commission.
13 Let's go to this e-mail that starts on Diaz 95. 13 Apparently, the brokers had decided on
14 A. Right. 14 top of our net they were going to place -- place
15 Q. Okay. So I'm looking at Diaz 95 where 15 that commission, on top of our net, but not that
16 I am indicating to you. Do you generally 16 we were going to pay the commission. That the
17 recognize this e-mail? 17 brokers had decided on that commission.
18 A. I do. 18 Q. Where did this $100,000 come from?
19 Q. You do, okay. So is this -- and this 19 A. I -- I've never ever negotiated the
20 is an e-mail between Troy Nader, Esquire and 20 commissions, neither did our attorney for the
21 Louis Montello, right? 21 brokers. That was up to them to negotiate their
22 A. Correct. 22 own commissions on top of the net that we
23 Q. Dated June 4, 2018? 23 wanted.
24 A. That's what it says, yes. 24 Q. Okay. So did the value of $100,000 to
25 Q. And this is an e-mail regarding the 25 each broker come from the fact that your net
Page 75 Page 77
1 sale of 3251 Ponce de Leon, right? 1 needed to be 5.8 million, and he was offering
2 A. Correct. 2 5.96 million?
3 Q. Troy Nader that was -- that's your 3 MS. DE ALEJO: Object to form.
4 attorney, right? 4 A. I mean, if we would have netted 5.8,
5 A. Correct. 5 and he would have told us -- again, this is not
6 Q. And Louis Montello is the buyer's 6 the brokers agreeing. This is an attorney
7 attorney, right? 7 conversation that we're not even on.
8 A. Correct. 8 So if, A, the brokers agreed to that,
9 Q. Okay. So this is an e-mail from Troy 9 we never found out. And as for the text that
10 to Louis. And your attorney is setting forth 10 was sent to us, he never accepted to make
11 changes required to the contract. Right? 11 $100,000 with the counter of 5.9.
12 A. Correct. 12 If he on the counter would have said,
13 Q. So is -- is it your recollection that 13 we are only going to make $100,000, we would
14 the buyer had sent a draft contract over and 14 have accepted apart from all the other
15 your attorney was now setting forth your changes 15 contingencies.
16 that are required to the contract? 16 Q. Well, your net -- your net was 5.8,
17 A. Correct. 17 right?
18 Q. Okay. And there are a number of items 18 MS. DE ALEJO: Object to form.
19 listed here. 19 A. Right.
20 A. Yes. 20 Q. All commissions on top of that, right?
21 Q. And I want to ask you about number 5. 21 A. Right.
22 A. Okay. 22 Q. And so if your lawyer is saying to put
23 Q. Okay. It says section 16 brokerage 23 in here a brokerage commission of $200,000, that
24 commission. Please delete the sentence starting 24 means that the purchase price would have to be
25 with at and upon closing and ending with the 25 $6 million, right?
20 (Pages 74 - 77)
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1 MS. DE ALEJO: Object to form. 1 A. Okay. What is not listed in this
2 A. As long as we were netted on price of 2 e-mail from what I can see is the sales price,
3 what we wanted, yes. 3 number one.
4 Q. Okay. 4 Number two, I am not agreeing as
5 A. At that time. 5 seller to pay any commission unless we net what
6 Q. Right. 6 we want to. If I'm not mistaken, that's what it
7 A. At that time. One of the other -- 7 says here. There is no sales price so I cannot
8 other contingencies on the contract had to be 8 give you a definite answer on what they were
9 that whatever was in escrow, if the buyer didn't 9 talking about.
10 close we would keep that escrow, which the 10 Now, if this e-mail would have said at
11 leasing -- the selling agent and the buyer were 11 this time, in the market, it would have said the
12 against, they didn't want to place that on the 12 sales price must be six million and you agree to
13 contract. 13 make $100,000 and we agree to make $100,000 and
14 We were concerned that if we would 14 Eddie will net the 5.8, then his e-mail would
15 have closed and bought the other building and 15 have been written correctly. But he's missing
16 they wouldn't have closed with us, we would have 16 the sales price, what the sales price would be.
17 been left with two buildings. 17 Q. Okay. And so that is what you
18 Q. Okay. Let's go to Tab 5, please, 18 understand the agreement to have been as of
19 which is MDLV115. And it's an e-mail thread. 19 May 28, 2018?
20 A. Okay. I'm reading based on what you 20 A. Yes. Based on this e-mail -- we
21 have on the screen. 21 didn't agree to them -- okay. We didn't agree
22 Q. Okay. 22 to what they were going to make. That was not
23 A. Okay. 23 what we agreed on. We were set on our net. We
24 Q. Okay. And I would like to enter this 24 wanted our net. And whatever came on top was
25 as Exhibit 5. 25 great. As the market went -- and went along,
Page 79 Page 81
1 (E-mails were marked as Exhibit 5 for 1 the sales price got -- became more higher
2 identification.) 2 because what we invested were higher and the
3 Q. Okay. First of all, have you ever 3 market changed.
4 seen this e-mail before today? 4 Q. So you told that to Manny and Vince as
5 A. No. 5 of May 28, 2018, right?
6 Q. Okay. This appears to be an e-mail 6 MS. DE ALEJO: Object to form.
7 thread between Manny and Elizabeth Diaz? 7 A. I told him -- I told him and every
8 A. Okay. 8 other Realtor and broker that brought LOIs or
9 Q. And this one that we're looking at on 9 come -- we had a conversation. During the whole
10 MDLV116 is from Manny to Liz Diaz dated May 28, 10 process this was our net and put your commission
11 2018. 11 on top.
12 A. Okay. 12 Q. Okay. So then continuing on with the
13 Q. And Manny says in the e-mail: On 350 13 e-mail thread after Liz said $100,000? That is
14 we have 3. And then in a new paragraph he says 14 too low how can we increase that. Manny
15 on 3851 he's paying a flat $100,000 to each 15 responds: I agree. But that is all he's
16 broker. 16 willing to pay. Plus I split that with another
17 A. Okay. 17 agent in my office.
18 Q. And then Liz replies: $100,000? That 18 So my question is: At this time, May
19 is too low. How can we increase that? 19 2018, did you -- did you understand that Manny
20 A. Okay. 20 was going to split any commission with another
21 Q. So -- so based on this e-mail that's 21 agent?
22 dated May 28, 2018, do you have a recollection 22 A. I -- I was not involved in this
23 of telling Manny that you would pay a flat 23 conversation so I don't know what they were
24 $100,000 commission to each broker in connection 24 thinking or saying.
25 with the sale of the property? 25 Q. No. No. I know that.
21 (Pages 78 - 81)
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1 A. Yes. I can't tell you what they were 1 you're saying.
2 thinking, or what they were talking about, or if 2 A. Okay. Yeah.
3 there was even this contract, or if there was an 3 Q. Okay. So let's go to the next tab,
4 LOI, or was it talking about another offer. 4 which is Tab 6.
5 I -- I cannot tell you that. 5 A. Okay.
6 Q. I -- I'm -- I'm not asking you to tell 6 Q. Eddie, are you doing okay or would you
7 me what he is thinking. I -- I'm just using 7 like to take a break or anything?
8 this as a jumping off point to ask you whether 8 A. No. That's okay. Let's -- let's keep
9 you knew at this time, that Manny was going to 9 going forward.
10 split any commission with another agent. 10 Q. Just let me know.
11 A. No. The only -- the only time I knew 11 A. I mean, you're going to see me --
12 that was when Vince and Manny came and they seem 12 you're going to see me stretching my neck and my
13 to be working together. But each one of them 13 mouth, because my mouth tends to stiffen up and
14 was having different conversations with me about 14 my neck stiffen up, but I'm fine.
15 different buyers. 15 Q. Okay. Just let me know.
16 Q. Okay. So, I guess, let me put it like 16 A. Thank you.
17 this: Did you understand that you -- if you 17 Q. Okay. So this is Tab 6. It is AIO424
18 received your net 5.8 million and the purchase 18 to 445.
19 price came in for more than that, and -- which 19 A. Okay. AIO424 to 445, and that's the
20 would trigger a commission payment, did you 20 purchase agreement, right. Let me look for it
21 understand that Manny would split his portion 21 and see if I can find it here.
22 with Vince? 22 Q. Okay.
23 MS. DE ALEJO: Object to form. 23 A. Okay. Go ahead.
24 A. I didn't know the arrangement they had 24 Q. Okay. So do you recognize this
25 specifically. So I -- I -- all I know is that 25 document?
Page 83 Page 85
1 they came in together to talk to me. And then 1 A. Yes. I mean I recognize the purchase
2 they started bringing different buyers, 2 agreement. I would have to read through it.
3 different loan LOIs, letters of intent, so on 3 But I -- I understand what a purchase and sale
4 and so forth. 4 agreement is.
5 I don't know the arrangement they had. 5 Q. Okay. And if -- if I haven't already
6 I wasn't involved in those conversations. 6 entered this as an exhibit, I -- I need to. I
7 Q. Okay. So did you have any 7 would like to enter this as Exhibit 6.
8 understanding that Manny and Vince would share 8 (Purchase Agreement was marked as
9 any commission Manny received in any way? 9 Exhibit 6 for identification.)
10 A. It seemed that they were working 10 Q. So I know you said that you recognize
11 together with some buyers, but I didn't 11 this generally as -- as?
12 understand what the commission was going to be 12 A. Correct.
13 or how it was going to be split between them. 13 Q. As a purchase and sale agreement.
14 Q. Okay. 14 And -- and then, of course, you see a red text
15 A. And as far as I know, Vince -- I mean 15 across the front page that says, ML draft
16 this e-mail Manny is talking about an agent in 16 6/14/18 marked, right?
17 his office. As far as I know Vince never worked 17 A. Okay.
18 in Manny's office. So he must be talking about 18 Q. So does this appear to be a draft
19 another agent that I never even met. 19 purchase and sale agreement for the sale of the
20 If you notice, plus I split with 20 property between AIO and 3251 property LLC?
21 another agent in my office, I never -- as far as 21 A. Yes. I haven't read the whole
22 I know they never worked together in the same 22 purchase agreement, but it seems to be, yes,
23 office. 23 yes.
24 Q. Yes. Yes. I think he was just saying 24 Q. And 3251 property LLC, was that the
25 that as a shorthand, but -- but I -- I know what 25 LLC created by Alex Alvarez?
22 (Pages 82 - 85)
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1 A. Yes. I believe so. I didn't create 1 A. Correct.
2 it for her. 2 MS. DE ALEJO: Object to form.
3 Q. Okay. So if you can please go to 3 Q. And Vince would not have received a
4 AIO438. 4 commission from you?
5 A. Okay. 438. Okay. 5 MS. DE ALEJO: Object to form.
6 Q. If you look at the section 16, it says 6 A. I -- I've answered the question.
7 section 16 brokerage. 7 Vince and Manny were working together and
8 A. Give me a second. I'm in 438. I see 8 separately with different buyers. I don't know
9 section 14, section 16 brokerage buyer and 9 the commission arrangement they had.
10 seller equal represent and warrant -- 10 I don't know if Chamizo would have
11 Q. Eddie, Eddie, it -- it would be -- 11 written Vince a -- a check after the closing. I
12 it's better if you just read it silently to 12 wasn't part of the conversations when they came
13 yourself. 13 to these commissions. I wasn't there. And if
14 A. Okay. I will read it to myself. 14 Manny would have written him a check afterwards,
15 Okay. Give me a second. 15 that's between them.
16 Q. Sure. 16 Q. Okay. So let's go then to Tab 7.
17 A. Okay. I've read it. 17 A. Tab 7.
18 Q. Okay. So in this draft contract, 18 Q. Yes. Which is AIO72?
19 which is a draft -- this draft contract is from 19 A. To.
20 June 4, 2018, right? 20 Q. To 74.
21 A. Yes, okay. 21 A. Okay.
22 Q. And the draft contract lists Manny 22 Q. And I would like to enter this as
23 Chamizo as the seller's broker, right? 23 Exhibit 7.
24 A. Yes. 24 (E-mail was marked as Exhibit 7 for
25 Q. And it lists Elizabeth Diaz as the 25 identification.)
Page 87 Page 89
1 buyer's broker? 1 A. Okay.
2 A. Yes. 2 Q. Okay. So are you -- do you recognize
3 Q. So why doesn't it say that -- why 3 this e-mail?
4 doesn't this draft contract list Vince as the 4 A. Yes.
5 seller's broker? 5 Q. It's an e-mail from you to Manny with
6 A. You would have to ask Manny that. 6 two people copied on the e-mail. It's -- I see
7 I -- I don't know. I have no idea. And also 7 the name Elizabeth Diaz and I also see Yahoo
8 this -- this draft markup is dated 6/14/18. We 8 mail. Do you recognize Yahoo mail as
9 canceled it on June 20th because all the terms 9 identifying Vince Lago's e-mail?
10 that we were looking for were not in the 10 A. I -- I -- I believe that's -- that's
11 contract. 11 the e-mail he uses for any business that he
12 Q. Yes. And I -- I have that June 20th 12 does.
13 e-mail next up, to -- to talk about. Before we 13 Q. Okay. And it's dated June 20, 2018,
14 get to that -- 14 right?
15 A. Okay. 15 A. Correct.
16 Q. -- if this -- if this draft contract 16 Q. So in the e-mail you say: Good
17 had been signed, the agreement was that Manny 17 afternoon, after giving this contract serious
18 would receive a -- a $100,000 commission and Liz 18 considerations, we have decided not to accept
19 Diaz would receive $100,000 commission, right? 19 the contract.
20 MS. DE ALEJO: Object to form. 20 When you say that you gave the
21 A. If this contract would have been 21 contract serious consideration, what did you
22 executed by all parties, that's what it seems 22 mean by that?
23 like, yes. 23 A. That we read the whole proposed
24 Q. Okay. And that's your recollection, 24 contract. We read the terms that they had
25 right? 25 listed. And that it didn't meet what we are
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1 looking for, as far as the terms, so on and so 1 And they knew what I was talking about when I
2 forth. That's why I write this e-mail. 2 sent that e-mail.
3 In fact, I even say -- I -- I even say 3 Q. And when you said that after giving
4 that if it was three months before it would have 4 this contract serious consideration, do you feel
5 been a different story. But the market had 5 like you -- you did give the contract serious
6 changed. The -- the cost of construction was 6 consideration?
7 higher. 7 A. My whole career I've always taken
8 What we needed in the terms, the buyer 8 every negotiation contract conversation that has
9 was not willing to accept. And this was me 9 to do with real estate, I've always taken it
10 being ethical and professional, and letting him 10 very serious. I've been in this career for over
11 know that we were moving on. 11 24 years on one side or the other.
12 Q. So I think you kind of explained a 12 Q. Then you say, Manny and Vince, thank
13 little bit, but I -- I would like to ask for 13 you for all your hard work and we are truly
14 more detail. When you say in the e-mail three 14 sorry for the results of this contract.
15 months ago it would have been a different story, 15 What did you mean when you said that?
16 what did you mean by that? 16 A. What we meant was on this particular
17 A. So three months ago -- this was in 17 contract and other LOIs that they presented, the
18 June. Three months ago if they would have 18 contracts, they were working, trying to make a
19 presented the contract with the exact terms that 19 buck, but unfortunately they never brought the
20 we were looking for with the exact net that we 20 terms that we were looking for.
21 wanted, with the escrow we wanted left after we 21 Quite honestly, if I'm -- if I'm
22 closed that they would lose so on and so forth, 22 representing a buyer, I know what the seller
23 we would have accepted it. 23 wants and I don't have a contract that's going
24 But three months later we're still 24 to meet what the seller wants, I'm not
25 going back and forth. The market has changed. 25 presenting anything. I'm not wasting my time,
Page 91 Page 93
1 Construction has -- price has gone higher. So 1 or the buyer's time, or the seller's time. I'm
2 we're moving on. 2 not wasting anybody's time.
3 And I'm letting him know at this 3 Q. Well, but this wasn't a waste of time,
4 time -- at that time, at that particular moment 4 right, because you gave the contract serious
5 when I sent the e-mail, the building would not 5 consideration?
6 be in the market. 6 A. I -- I give every conversation I have
7 But again, this happens all the time 7 with every buyer, with everybody I give a
8 in negotiations of contracts. It's part of 8 serious consideration and talk.
9 what -- what is done, the way you negotiate, 9 I mean, I don't think what they want
10 the -- the time it takes. 10 and what they need. And if I can meet those,
11 Q. So your reference to if this had been 11 what they're looking for. If not, I don't waste
12 three months ago -- 12 their time. I mean, I -- I felt this was a very
13 A. Right. 13 professional e-mail to them. Letting them know
14 Q. -- is that -- is that a reference to 14 what our feelings was.
15 like the market changing? 15 And -- and there is more after this
16 A. That's a reference to what we were 16 e-mail how things turned around the following
17 seeing in the market that there was no 17 week. And I'm sure you don't want to talk about
18 properties and the properties that existed were 18 this right now. That's fine.
19 over priced and needed a lot of work. 19 But that's when all the e-mails
20 That was in reference to the -- what 20 started, the texts, the threatening text. Vince
21 we needed, the buyers needed in escrow. And 21 met with me at breakfast, didn't want to go
22 that we needed to stay for up to year, maybe it 22 forward, didn't want to be part of that group
23 would have been less, because it turned out to 23 text with Fernando Benitez. He was ashamed.
24 be less. 24 Chamizo whenever gets extra money, he drinks.
25 That was a reference to many things. 25 That's what he does. He sends those texts with
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1 them. And there's a lot of stories behind that. 1 why you apologized to Manny and Vince.
2 I know you don't want to talk about that right 2 A. I apologize to buyers that didn't have
3 now. 3 the right credit scores and couldn't get them
4 Q. We will. But -- but right now, I -- I 4 approved to buy a home. That's just who I am.
5 do want to talk about this -- this e-mail right 5 I -- I don't think I'm -- I'm bigger or better
6 now. 6 than anybody else. I apologize. I -- good
7 A. Sure. Absolutely. 7 afternoon. I give greetings. That's who I am.
8 Q. So why did you apologize to Manny and 8 In fact, in fact, when I sent this
9 Vince in this e-mail? 9 e-mail, if I was on their side, I would have
10 A. Because I felt I'm professional. I've 10 taken it as, okay. We're going to get Eddie and
11 never apologized -- never apologized to buyers 11 Adrian the contract with the terms they want.
12 when I've attempted to approve them for a loan 12 If not, we will continue to waste our time,
13 because they don't have the credit scores 13 their time and everybody's time. So let's not
14 needed. 14 do anything else until we have the right
15 I've apologized to them because I 15 contract.
16 wasn't helping -- I wasn't able to buy a -- to 16 That's how I would have interpreted
17 help them buy a home. Even though it wasn't my 17 this e-mail. And I would have kept the lines of
18 fault that their credit looks like it does. 18 communication open after this e-mail and not
19 That's just who I am. Every human I stay with I 19 started this whole chaos of threatening texts
20 greet. I ask if they're having a good day. I 20 and everything that came after that.
21 mean, that's who I am. 21 I would have kept the lines of
22 Q. So were you apologizing because you 22 communication open with the listing agent, with
23 knew that they would be disappointed that you 23 the selling agent.
24 were canceling the contract? 24 Q. You also -- you also apologized to
25 A. I don't know how they were going to 25 Elizabeth. Elizabeth, I apologize to your
Page 95 Page 97
1 feel. I just wanted them to know what we were 1 client and you.
2 thinking at that time that I sent the e-mail. I 2 A. Same response.
3 don't know how they were going to take it, how 3 Q. Why is that?
4 they were going to feel. 4 A. Same response. Same response. The
5 I mean, if they're -- they're in -- 5 deal didn't happen. The terms were not there.
6 they're in the real estate they're -- they had 6 I'm sending an e-mail. I'm letting them know
7 been involved in commercial transactions, they 7 specifically what we're going to do at that time
8 know how this works. There's no reason to get 8 specifically.
9 upset or disappointed. You just keep going 9 We've been very specific. We were
10 forward. 10 very specific the whole time, the whole time.
11 I know the ways of making a deal 11 There was no wiggle room for doubt when we got
12 happen. And if you know what the terms are from 12 this offer and they missed this, and the terms
13 the beginning from day one, it makes it even 13 aren't there and they may sign it because we
14 easier. Bring a contract that makes sense to 14 didn't know this.
15 the sellers. 15 No. No. Every broker that we talked
16 Q. Right. But you -- you apologized to 16 to or met with knew exactly what we were looking
17 them in this e-mail, because you -- you knew 17 for and what our terms were. It was very clear.
18 that they were accepting and hoping to get a 18 Q. I -- I hear you. And I -- and I
19 commission and canceling the contract meant that 19 understand that. But I don't feel that that's
20 they weren't going to get it, right? 20 answering the question, which is why did you
21 MS. DE ALEJO: Object to form. 21 feel like an apology was appropriate?
22 A. I think I have answered the question. 22 MS. DE ALEJO: Object to form.
23 I'm sorry. I've answered the question multiple 23 A. I -- I -- there's no other way I can
24 times why I sent this e-mail. 24 answer the question you're asking me. Because
25 Q. Well, no, not why you sent the e-mail, 25 I've already answered it. Normally --
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1 normally -- 1 and nobody was making the right offer to us.
2 Q. Why -- why did you feel an apology was 2 Quite frankly, we -- we wanted to take a break.
3 appropriate? 3 Everybody take a step back. Look at your -- the
4 A. Normally, normally in every realty 4 offers you're making. Put something together
5 transaction where there are attorneys involved, 5 that you know we want so we can execute and move
6 normally the attorney representing either party 6 forward.
7 sends the e-mail that their client is canceling. 7 In fact, during that time, a couple
8 However, I have had a great 8 days before Vince and Manny came to the office,
9 relationship with Vince. Manny, I had no 9 and they took me on a tour ride of Coral Gables
10 relationship. Vince, a very good relationship. 10 and the buildings that weren't even listed.
11 I mean, he was part of -- he was going to be 11 They were off the market, that they thought they
12 Mayor of Coral Gables. I wanted to keep that 12 could speak to the sellers to reach terms in the
13 business relationship. 13 budget that we had to buy. So they took me to
14 So that's why I sent this e-mail. I 14 multiple buildings in Coral Gables. Sometimes
15 didn't ask an attorney -- our attorney to send 15 the owners were there, sometimes they were not.
16 the e-mail because out of respect, actually for 16 And all I saw was classy buildings
17 Vince and Elizabeth, I sent the e-mail 17 that needed a lot of work and extremely over
18 personally. 18 priced. So that also added to that e-mail.
19 Q. Okay. We may just have to just come 19 Like there is nothing out there right now.
20 back to that one. 20 They took -- when they gave me that
21 A. Okay. 21 tour, they probably made it worse, because every
22 Q. The next -- the next thing you write 22 building they took me to I believe it was seven
23 is: At this time our building will not be in 23 or eight.
24 the market. What did you mean by that? 24 I mean, they did the whole circus act.
25 A. Well, we had gone through multiple 25 They took me to [inaudible]. It was the whole
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1 months of receiving LOIs and offers and verbal 1 nine yards. And they just made it worse because
2 offers and conversations. And we were still 2 every building we walked into was worse, class
3 building out the building. And we just -- at 3 C, horrible, major upgrades needed. And one,
4 that time we wanted to complete our full 4 you had to put it on there. And I mean, it was
5 construction, have all the permits closed, of 5 horrible, horrible at that time.
6 everything we completed and go forward. 6 Q. So the -- the market -- it sounds like
7 And also the market was shifting by 7 you're saying the market was really bad for what
8 every day that went by. We weren't seeing any 8 it was you were looking for, right?
9 good properties that we were able to purchase to 9 A. Yes. From what we owned and what we
10 a realtor. So at that time, that time. 10 were looking for, there was nothing on the
11 I mean, at that time there was even 11 market at that time that made sense.
12 LOIs from Realtors and just -- they were coming 12 So since at that time, the buyer was
13 from anywhere. Of course, everybody is looking 13 not accepting the terms of us staying a year as
14 for a good deal. Everybody is looking for a 14 a lease back apart from the sales price else,
15 good deal. They wanted to undercut what the 15 apart from renting the house, we weren't going
16 market value is of a building, or commercial 16 to go forward with that offer, or any other
17 property, or residential home. 17 offer they brought that didn't meet the terms at
18 Q. So were you saying that you were going 18 that time.
19 to be taking -- you were not going to be selling 19 Q. And you said that Vince and Manny took
20 your building at that time to anyone? 20 you in -- in the car to look at a bunch of other
21 A. At that specific time that's exactly 21 properties.
22 what the e-mail said at that specific time, 22 A. In Coral Gables, yes. And we wanted
23 based on what the market was at that time. 23 to stay in Coral Gables because of the business
24 Q. Okay. 24 relationship we had with Vince. So we were
25 A. And we had had multiple conversations 25 actually looking for properties in Coral Gables,
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1 which we ended up buying outside of Coral 1 most of the times that we went into these
2 Gables, a property that came online a couple of 2 properties, the owner wasn't even there.
3 months later, whatever it was, and we 3 Q. So Vince and Manny were trying really
4 immediately went and placed a contract that met 4 hard to find you a property, right?
5 the terms that the seller was looking for. And 5 A. Vince and Manny were doing everything
6 that's why it was accepted so fast. 6 possible that didn't make sense for us to accept
7 Q. So -- 7 the contract. Like I said, everything they
8 A. One of the terms the seller was 8 showed us in the market at that time in Coral
9 looking for they wanted this, this, this, this. 9 Gables was worthless. The terms that they
10 Perfect. Here's the contract. And that 10 presented to us were not the terms we wanted. I
11 building had just come on the market. If I 11 mean, they were not listening to us and what we
12 wouldn't have done that, I probably would have 12 were looking for.
13 received another 15 offers. 13 In every real estate transaction you
14 Q. Okay. 14 need to listen to the people you rep -- you're
15 A. But that didn't -- didn't exist at the 15 going to sell -- take a contract to. But if you
16 time when I sent that in. 16 don't --
17 Q. Okay. When you sent that e-mail to 17 Q. Well, I -- I'm -- I'm talking about
18 the property that you wanted to purchase? 18 when they drove you around Coral Gables to show
19 A. I'm sorry? What was the question? 19 you properties.
20 Q. You -- you were referring to a time 20 A. No. That was a circus act that they
21 when you purchased another property, right? 21 wanted to do to see if they can get us to
22 A. When we finally three months later 22 execute the contract that they had presented
23 found a property that we looked into that we 23 that didn't meet our terms.
24 purchased, yes, correct. 24 Look, because in this building I can
25 Q. And around when was that? 25 probably talk to the seller and we can do this.
Page 103 Page 105
1 A. We closed 2019. 1 And we could. No. That was -- that didn't make
2 Q. And what -- what property was that? 2 any sense what they were doing. Because it was
3 A. 68 Southwest 80th Street, South Miami. 3 nothing.
4 The one we talked about in the beginning of the 4 Q. Well, did you want -- were you
5 deposition. 5 looking -- weren't you looking for a property
6 Q. Going back to what you were telling me 6 that you could move into?
7 about Vince and Manny driving you around Coral 7 A. Yes. I've stated multiple times 100
8 Gables showing you a lot of properties -- 8 percent, yes. What were looking for.
9 A. Correct. 9 Q. Were they trying to help you find a
10 Q. -- how many days -- did -- did they 10 property that you could move into?
11 show you all the properties in one day or 11 A. They were looking for the contract
12 multiple days? 12 that they are presenting with the wrong terms
13 A. It was one day and most of them were 13 that we were not going to accept. That's what
14 not listed but they wanted to show me the 14 they were doing.
15 properties. 15 Q. I'm sorry, what?
16 And based on the budget we had at that 16 A. They were attempting to save the
17 time to see if it was fit to the sellers to 17 contract that they had presented with Elizabeth
18 become their representative, and the seller 18 with the wrong terms that we were not going to
19 would sell the property. 19 accept, apart from all the other lies and buyers
20 But I believe, no. I don't think any 20 that they brought us that didn't make any sense
21 of them were listed. I don't think even the 21 on the offers.
22 sellers were thinking about selling at that 22 Q. And they were trying to save the
23 time. It's just they had relationships. 23 contract by finding you another building that
24 When I say Manny could have -- mostly 24 you could move into, right?
25 Vince, had a relationship with the owners. And 25 A. They knew every building they took me
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1 to, they knew it inside and out because they had 1 taken me to the properties that the sellers were
2 a relationship with the owner. I'm sure that's 2 modest in line with what we were looking for.
3 why they were just a walk-in. In fact, you know 3 And the property was in line with what we were
4 what, they took me to a building -- 4 looking for.
5 Q. Eddie, Eddie, Eddie, Eddie, listen to 5 Again, it was on a whim. This was
6 my question. Were they showing you properties 6 not --
7 in order to help you find a property that you 7 Q. Okay. So it sounds like -- it sounds
8 could move into? 8 like -- it sounds like you weren't very happy
9 A. I already said they were. They were 9 with Manny and Vince's performance?
10 trying to convince me on other properties, so I 10 A. I was not very happy with the
11 can execute the contract that was presented that 11 properties they showed me on that day. I was
12 didn't have the terms we wanted. I already said 12 not very happy with the contract they presented
13 yes. 13 and the multiple LOIs and conversations we had
14 Q. How many properties did they show you 14 that didn't meet our terms.
15 approximately? 15 But I'm not the type of person that is
16 A. I don't think -- I don't think it was 16 going to say, hey, you guys are wasting my time.
17 more than seven, six, five. 17 I don't want to deal with you anymore.
18 Q. Okay. So they drove you around Coral 18 No. I will send an e-mail. And I
19 Gables and -- and showed you seven different 19 will apologize. And that's who I am. I don't
20 properties that you could potentially move into? 20 think I'm better than anybody else. I don't --
21 A. It could be five, five, seven, 21 no. It's not my feed to cry, scream and yell.
22 whatever it was. Yeah. That's what they did. 22 I didn't do that. So, no, I wasn't happy with
23 Q. Okay. 23 them. But the way I was relaying this
24 A. And then, by the way, these were not 24 information to them was with the terms we wanted
25 appointments that they made beforehand. These 25 on the contract.
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1 are not appointments that they made beforehand. 1 And every time we just walked into a
2 They didn't call the sellers or their 2 building that was unannounced, every time, I
3 representatives to say, hey, we're going to 3 said, by the way, this property, look at how
4 bring somebody so we can show your property. 4 much money you have to put into this property.
5 They were just walking into these 5 It doesn't even meet what we talked about.
6 properties. Sometimes the people there didn't 6 Yeah.
7 even know why they were there. And they had to 7 I wasn't happy. But I wasn't going to
8 explain. It wasn't like they had this prepared 8 be rude to them. I wouldn't be rude to anybody.
9 or did any phone calls to prepare this. It was 9 That's not me.
10 just a whim. Hey, let's do this. Let's see 10 Q. So the properties that they showed
11 what happens. There was no preparation, 11 you, the five or seven properties, none of them
12 nothing. 12 were acceptable for you in your opinion to move
13 Q. Well, it wasn't a whim. They were 13 into, right?
14 trying to help you buying the property that you 14 A. Some were not acceptable. And if they
15 could move into so the contract could work out, 15 would have done their homework, they wouldn't
16 right? 16 have taken me to those properties. If they
17 A. If they -- if they were serious about 17 would have called the sellers and gone to visit
18 showing us another property, they would have -- 18 the property first, they wouldn't have -- they
19 they would have called the sellers, the 19 wouldn't have taken me to that property and
20 representatives. They would have asked them if 20 wasted my time.
21 they're interested in selling. They didn't even 21 Q. Okay. So you feel like Manny and
22 know that. 22 Vince wasted your time?
23 They would have asked them what were 23 A. I feel like that day, that day, when
24 the -- what were the terms and sales price. 24 they came to the office and put me in the car
25 They had no idea. And then they would have 25 and drove me around without even preparing the
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1 sellers that we were coming, they wouldn't have 1 Q. Why did they take you to a bunch of
2 taken us to the properties that we -- based on 2 properties that day?
3 the budget we were looking for, yes, of course, 3 A. I wasn't part of that conversation.
4 they were wasting my time. But again, I wasn't 4 What they were trying, if they told me --
5 going to be rude. I just told them, none of 5 Q. Why did they drive you around Coral
6 these properties meet the criterias and the 6 Gables?
7 budget we're looking for. 7 A. Let me finish. I wasn't part of the
8 Q. Okay. 8 conversation. What they told me was they wanted
9 MS. FISHFELD: I think that now is 9 to show me possible properties that we could
10 good time for a short break. 10 maybe buy in the future.
11 THE WITNESS: Sure. 11 Q. And they wanted to show you properties
12 MS. DE ALEJO: Okay. 12 that you could buy in the future because they
13 MS. FISHFELD: So let's take about 10 13 wanted to close this deal with Alex Alvarez,
14 minutes or so. 14 right?
15 THE WITNESS: Whatever you guys want. 15 A. I imagine that's what it was.
16 MS. DE ALEJO: Okay. Okay. 16 Q. Okay. And they were trying so hard to
17 (Recess.) 17 close this deal with Alex Alvarez so that they
18 Q. Okay. Just a couple of final 18 would then earn a commission, right?
19 questions about the day that Manny and Vince 19 A. Okay. Your words of trying so hard
20 drove you around looking at properties. When 20 are not my words. Because if I'm trying hard to
21 was that approximately? 21 get a deal done, if I want to take up sites as a
22 A. It was a couple of days before 22 commercial Realtor and take them to go see
23 June 20th. 23 properties, I'm going to be ready.
24 Q. Okay. And, I know you -- you said 24 And I would have spoken if it's listed
25 some things about how they, you know, sort of 25 to the listing agent or if it's off market where
Page 111 Page 113
1 had done more homework and -- and things like 1 they have an agreement with -- in writing with
2 this. But is it your understanding that Manny 2 the seller, were in their terms.
3 and Vince were showing you all of these 3 No. They weren't trying hard. This
4 properties in an effort to try to find you a 4 was something on a whim that they must have come
5 property that would be satisfactory for you? 5 up with the night before, Hey, why don't we take
6 A. So that day, they called me on that 6 Eddie. Take him in a car and drive him around
7 day and they asked me if I was available. And I 7 Coral Gables to go -- to show him a couple. No.
8 believe had something planned, but I told them I 8 There -- there was no preparation.
9 moved my calendar and I will go ahead with you 9 Q. So my question is: Why, why, why did
10 guys. 10 they do that is my question.
11 I felt I was going to view properties 11 A. Because they wanted to close not only
12 that they had off market listing agreements and 12 that contract but all the LOIs and contracts
13 that they knew what the seller's terms were. 13 that they'd brought us in conversations that we
14 Q. But this is not -- this is not 14 had that didn't meet our terms.
15 answering my -- my question. 15 I mean, it wasn't -- we had a contract
16 A. I am answering, actually. What I 16 with them. It was LOIs. The properties they
17 later realized is that, A, they knew nothing 17 were showing me about the 5.8 that was an LOI,
18 about the property, and, B, they had nothing 18 for another buyer. Remember when we were
19 from the seller. 19 talking about. That was another buyer. Another
20 So I was disappointed. I was 20 LOI.
21 disappointed that they took their time and my 21 Q. They -- they wanted to make a
22 time to take me to properties that didn't even 22 commission, right?
23 meet the criteria that we were looking for. I 23 MS. DE ALEJO: Object to form.
24 was disappointed, of course. 100 percent. 24 A. Yes. I mean, if that's what -- yeah.
25 There -- there was no preparation for that. 25 I guess, that's what they do.
29 (Pages 110 - 113)

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1 Q. Well, they weren't driving you around 1 They had no concrete information about anything.
2 for like free, right? They -- they were -- were 2 Q. Well, weren't they just trying to
3 doing it because they wanted to try to get a 3 gauge your interest in -- in the types of
4 commission? 4 properties?
5 MS. DE ALEJO: Object to form. 5 A. Based on multiple conversations we
6 A. When you drive around a perspective 6 had, they knew our interest. We wanted 100
7 client you prepare. You have the information. 7 percent.
8 Q. That's not my question. I understand. 8 Q. And Vince was -- I think you testified
9 A. No. 9 before Vince was using his own personal
10 Q. So like Manny and Vince did a shitty 10 connections to try to find you a -- a potential
11 job on that day? 11 building?
12 A. I felt that they didn't prepare. How 12 A. Yes.
13 they do their job that's up to them. I'm not 13 Q. Okay. All right. Let's go please to
14 going to tell them how to do their job. I 14 Tab 8, which is Lago 25 to 26.
15 thought they want to -- 15 A. Give me a second, please.
16 Q. My question is: Were they driving you 16 Q. It's a text.
17 around Coral Gables because they wanted to find 17 A. Okay. Got it.
18 you a property that you could move into, so then 18 Q. So just take one moment to just look
19 they could then close the deal on the Alex 19 over the text, please.
20 Alvarez property? 20 A. Okay.
21 A. I imagine that's why they were doing 21 Q. I would like to enter this as
22 it. But if they didn't prepare the properties, 22 Exhibit 8 please.
23 they were never going to find a property. 23 (Text messages was marked as Exhibit 8
24 Q. Okay. How many hours were they 24 for identification.)
25 driving you around Coral Gables? 25 Q. If can you go to Lago 26, there's a
Page 115 Page 117
1 A. Maybe four. Maybe not that much. It 1 text from you to Vince dated June 22, 2018.
2 was in and out of buildings. It was in and out. 2 A. Right.
3 Next building in and out, building next to it in 3 Q. And he says, Vince, I called -- well,
4 and out. 4 first of all, I'm sorry before we get to that.
5 In fact, there was a building that at 5 The text right above that says, Vince,
6 that time had the campaign headquarters for a 6 what's going on with the group text? Do you see
7 representative that was running -- running for 7 that?
8 Congress and she had a campaign headquarters in 8 A. Right.
9 that. 9 Q. So my first question is what -- what
10 And literally he had to apologize, 10 are you're referring to here?
11 excuse me, I'm sorry. I just want to show this 11 A. So after we sent the e-mail, the one
12 part of the building. It was literally a 12 we just spoke about, two days later I started
13 campaign headquarters for a representative -- a 13 receiving group texts threatening me, harassing
14 federal representative for Congress. Of course, 14 me. I'm going to go by the building, I'm going
15 they were very surprised to see us in their 15 to go to the building. All these different
16 campaign headquarters. 16 things.
17 Q. What other buildings did they show 17 So I reached out to Manny. He didn't
18 you? 18 pick up, of course. And then I text Vince and
19 A. A couple other ones. I mean, it 19 that's when we met at the Bagel Emporium the
20 wasn't more than four hours. But it was walk 20 following week.
21 in, walk out, walk in, walk out. It didn't have 21 And Vince was so embarrassed at his
22 a sales price. Didn't have anything. 22 group text and how Manny reacted to a situation
23 Just look at this building, Eddie, 23 of the contract and the e-mail and started
24 let's go this to one, Eddie, let's go to that 24 threatening me.
25 one. That was it. I saw what they were doing. 25 And when you have a person that is a
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1 Councilman for Coral Gables running for mayor or 1 Just -- that's who he is.
2 was going to run for mayor, he just wanted to 2 Q. When you say that you and Rolando
3 meet as soon as possible, 100 percent apologize 3 Benitez parted ways, what do you mean by that?
4 for what Chamizo was doing in that group text, 4 A. I am basically agreeing that we met,
5 let me know that he wants no part of that group 5 I'm no longer to keep that agreement with you
6 text and the fact that he's an alcoholic and 6 and this would be a new agreement.
7 then when he gets to ask folks for money and he 7 The minute he said that, I said,
8 lashes out and all these things he do -- he 8 really? Is that the agreement that was made?
9 does. 9 I'm going to move on. And that's what I did. I
10 That was basically it. And then I 10 moved on. We parted ways. There was no --
11 told him, I uphold you the highest admiration 11 nothing. It was just we parted ways.
12 and completely respect you. 12 He -- he went on, and I went on and
13 Q. What is the group text that you're 13 opened up our lending company, and he continued
14 referring to? 14 to open up lending companies and throws them and
15 A. That is a group text that I deleted at 15 that was it. He had no part in being in this
16 that time because I just didn't want to see it, 16 text except Manny thinking that I was going to
17 but he knows, and Manny knows, and Elizabeth 17 be intimidated by him adding him to this text.
18 knows about the group text, and everything he 18 Q. Why -- why would you be intimidated by
19 says there and all the different things that we 19 Rolando Benitez being added to the text?
20 have received since then by e-mail, by mail, by 20 A. Nothing intimidates me. So I don't
21 text. 21 know why he thought that. You can ask him. You
22 Q. So who was in the group text? 22 can ask him. Nothing intimidates me, or scares
23 A. Vince Lago, Manny Chamizo, Rolando 23 me based on me, myself personally.
24 Benitez and myself. 24 But when he is threatening my family,
25 Q. Who is Rolando Benitez? 25 bringing up my daughter in many different
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1 A. Rolando Benitez is someone that I knew 1 e-mails and texts and everything, now I get
2 when I was 16 years old in high school, and he 2 scared. I get scared for my family. But to
3 obviously has a very good relationship with 3 me -- me directly, because he's going to go by
4 Manny. 4 the office, Rolando Benitez, no. He literally
5 I used to work in Rolando Benitez's 5 said in one of the e-mails and texts that he
6 company many years ago probably like 14, 15 6 wanted to fuck my wife after I died. Do you
7 years ago. And we parted ways. 7 really realize that?
8 But he continued the relationship with 8 Q. Okay. Okay. All right. Okay.
9 Manny Chamizo. And I don't know how Manny 9 There's a -- there's a lot to unpack here. Let
10 Chamizo adding this person to a group text and 10 me start with -- I want -- I want. Well, yeah.
11 threatening me, to harass me to telling me go by 11 But we're kind of all over the place. I wanted
12 the office and kick my ass, how that was going 12 to know about Rolando Benitez.
13 to change anything how I felt. 13 A. I've already answered my -- already
14 But that has been their MO this whole 14 answered you.
15 time. He's always sending texts like that and 15 Q. When you -- Eddie, please listen to my
16 dropping those letters like that to scare us. 16 questions.
17 Just I don't know. Did he want me to 17 A. Okay.
18 sign the contract? He's scared, oh, my God. 18 Q. When you said that you parted ways,
19 Manny is going to come with Rolando and who else 19 when was that?
20 and they're going to kick our butts. 20 A. 2006. I left the company.
21 We're in a hurry, sign the contract. 21 Q. You used to work for Rolando Benitez?
22 Don't worry about the terms. No. That's been 22 A. Correct. As a loan originator.
23 their MO the whole time. Up to -- up to about 23 Q. Okay. So Rolando was a loan
24 two weeks ago, three weeks ago, he continued to 24 originator?
25 do it. All the trials that we have going on. 25 A. No. I was a loan originator. He was
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1 the owner of the company. 1 But I felt we parted in a great way.
2 Q. What -- what sort of company did he 2 And I saw him in the streets a couple of times
3 own? 3 and I hugged him, multiple times I hugged him.
4 A. A lending company. So he was my 4 Q. So would it surprise you if -- if
5 boss -- my boss in 2006. 5 Rolando said that you two were -- had a bad
6 Q. And so did you quit? 6 relationship?
7 A. No. I resigned. I moved on because 7 A. It would surprise me because I -- I
8 the terms that we had agreed on, he wanted to 8 don't think that was the case. I think he had a
9 change them because, again, it goes back to the 9 different strategy than I did at the time, and
10 market. Do you want me to elaborate why I left 10 we moved on. We went our separate ways.
11 his company? 11 And I haven't seen him -- I haven't
12 Q. Sure. 12 seen him -- I haven't seen him maybe in four or
13 A. Would you like? Yeah. Okay. He was 13 five years. I mean, I saw him a couple of times
14 heavily involved in buying condo conversions 14 after that. And I like him and everything. But
15 with investors and LLCs. We were a lending 15 I haven't seen him in four or five years. No.
16 company. We worked for Realtors and we closed 16 It would -- I mean, would it surprise me? It
17 loans for Realtors. 17 wouldn't surprise me. I don't know why. We
18 Even with the scheming, he started 18 were doing business.
19 opening up corporations, he had investors, he 19 Q. So after you resigned from Rolando's
20 started buying condo conversions. The market 20 company in 2006, right?
21 shifted. And the condo conversions were no 21 A. Right.
22 longer going to go forward. 22 Q. Then did you open up your own loan
23 I just sat down with Rolly, and I 23 origination company?
24 said, Rolly, all these years we have affected a 24 A. Well, it took time to set up
25 lot of Realtors. We need to go back to that 25 everything we needed to set up. But eventually
Page 123 Page 125
1 base because that is the base that got us here 1 we did, yes.
2 the Realtors. 2 Q. So were you then a competitor of
3 And he just didn't agree with it 3 Rolando's company?
4 because he was heavily invested on these condo 4 A. I have never considered that
5 conversions, and he wanted to change the 5 competition. If I do my job correctly and I
6 agreements we had as per the compensation. 6 provide the service that my clients wants, I
7 I'm very straight forward. I wasn't 7 have no reason to consider I have competitors.
8 happy. I left the company. 8 Q. Well, I mean, in -- in the market you
9 Q. Was there an argument between the two 9 were competing service providers, right?
10 of you over that? 10 A. It's -- it's a big market. I mean
11 A. No. There was no argument. 11 this is just -- business is enough to go around
12 Q. Did you continue any conversations 12 for everybody if they're doing the job
13 with -- with Rolando after that? 13 correctly.
14 A. No. I saw him a -- a couple of times 14 Q. So you were in the same -- you were in
15 in different venues and -- and funerals. And I 15 the same market as Rolando, right?
16 would say hi. I would hug him, and I would move 16 A. Yes, yes. Of course.
17 on. 17 I mean I can -- I consent. Go ahead.
18 No. There was no argument. In fact, 18 Q. So you mentioned that in this group
19 he appreciated the fact that I was so straight 19 text that Manny sent text messages threatening
20 honest with him because he had his own strategy 20 you. What did -- like what did the text say?
21 now. 21 A. You're going to see what's going to
22 He had to sell the condos he had, the 22 happen for not signing the contract. We're
23 condo conversions, and he knew that wasn't 23 going to go by your office. And you're going to
24 part -- I wasn't going to be part of that 24 see what is going to happen to you.
25 strategy anymore. 25 Just the letters were -- I mean, I
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1 don't want to say them on the record. I don't. 1 office?
2 I -- I don't want to say these things on the 2 A. You know, why don't you ask your
3 record, but they're pretty bad, they're very 3 client what he meant by that group text.
4 bad, in fact. 4 Because that was what was in his head. It's
5 Q. I -- I have heard that there are 5 what I just took that group text meant so bad
6 separate proceedings about, I think you 6 that Vince removed himself, and so bad it was
7 mentioned letters. But I'm talking about this 7 the group text Vince wanted to have breakfast
8 group text that you're referencing. 8 with me, to apologize.
9 A. Right. Letters and texts, yes, 9 Q. So I -- I -- I would like to hear
10 correct. 10 about your breakfast with Vince. But first I
11 Q. Okay. So I just -- I am just asking 11 need to -- I need understand what the text said.
12 about this group text that is -- 12 A. But I'm answering you. I'm answering
13 A. I guess, this is -- was extremely 13 you. I am telling you what I thought the group
14 angry when he was sending it. It talks about 14 text meant.
15 spending my life going back to the office. I 15 Q. Okay. So I don't want to know what it
16 mean so many things that even Vince sent a text 16 meant. I want to know what you recall the text
17 and said remove me from this group text. That's 17 saying.
18 how bad it was. 18 A. Verbatim, I -- I don't recall exactly
19 Q. So Manny said we're going to go by 19 what it said.
20 your office? 20 Q. Okay.
21 A. Yes. He did. 21 A. But his -- his MO, I mean, I can send
22 Q. And just -- just to make sure, you -- 22 you-all the other e-mails, all the other texts
23 you don't mean he's saying I'm going to go 23 and e-mails he sent.
24 purchase your office, right? 24 Q. No. I'm -- I'm talking about this one
25 A. No. He said -- what he meant was, he 25 that this group text that you're referring to.
Page 127 Page 129
1 was going by the office, and as I took it that 1 What did it say?
2 he will go by the office with some people and 2 A. Yeah. But I already -- yes, I
3 kick my ass. As I took, because we didn't sign 3 answered already.
4 the contract because we didn't execute the 4 Q. Okay. And -- and your answer is that
5 contract. 5 it said you're going to see what happens. I'm
6 Q. Okay. So what -- what did Manny 6 coming by the office?
7 actually say? He said, I'm going to go by your 7 A. Correct. Yes. And I want to kick
8 office? 8 your ass, yes.
9 A. Wait and see when I go by your office 9 Q. So Manny sends -- I don't -- I'm --
10 to sign the contract. I'm going to kick your 10 I'm confused. I can't understand from your
11 ass. And that's where it started, the texts. 11 answer whether Manny texted out, I am going to
12 Q. Okay. So -- so Manny sent a text that 12 kick your ass or not. Did Manny text I am going
13 said, I am going to kick your ass? 13 to kick your ass?
14 A. I'm going to go by your office and 14 A. I am going to go by your office and
15 you're going to see what's going to happen. 15 you're going to see what's going to happen.
16 Q. Okay. And you took that to mean, I'm 16 Q. Okay. Thank you.
17 going to kick your ass? 17 A. And Vince said, Remove me from this
18 A. I didn't take that to mean. He was 18 group text. I want no part of this.
19 going to come by and renegotiate the contract 19 Q. Okay. Anything else?
20 because that's not what he was texting. So much 20 A. It goes on to a couple weeks ago, but
21 so that Vince Lago asked to be removed. 21 not pertaining to this civil lawsuit right now.
22 Q. Okay. But I'm -- I'm trying to 22 Q. Okay. Okay. So in the group text
23 understand what the text said. And so this is 23 is -- was there anything else said?
24 when -- that the text said, you're going to see 24 A. Okay. There was another group text.
25 what happens. I'm just going to come by the 25 And there was another text in September when we
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1 were driving to Orlando. There was other texts 1 net. And if I received my net, whatever they
2 and e-mail when I was in the hospital and got 2 put on top of that commission, it doesn't matter
3 surgery. He's gone after my driver's license. 3 to me. It wouldn't have mattered to me. Why
4 He's gone after my real estate license, the CPR. 4 would I want to ruin a relationship with the
5 Q. Okay. So -- so -- but we've covered 5 Councilman future Mayor of Coral Gables?
6 everything that the June 2018 group text said, 6 We did a lot of construction in that
7 right? 7 building once we purchased it and that's why we
8 A. In September. This was in September 8 continued, because of the cost of construction.
9 that he texted me again. 9 But the permitting process in Coral Gables it
10 Q. I'm talking about June 2018. 10 was -- the permitting process that we went
11 A. There may have been more. There may 11 through with all the different upgrades and
12 have been more. Because I -- I -- I deleted 12 changes that we made to the building was smooth
13 those texts because I felt -- I felt like it was 13 in Coral Gables because of the business
14 ridiculous. But I'm sure one of them has it. 14 relationship we had.
15 Q. Okay. So what else -- you said there 15 Q. Eddie, you mentioned that so long as
16 may be more. Is there anything else you recall 16 you got, if you netted 5.8 million?
17 a group text in June of 2018 saying? 17 A. I don't know at what time -- I don't
18 A. No. Not at this time. Not saying. 18 know what time, what month and year you're
19 Q. The next text as I mentioned in 19 talking about.
20 September, said something like, again, I deleted 20 Q. Well, I'm just saying -- you just gave
21 that text too because I didn't think that it was 21 an answer saying, I didn't care about the
22 going to continue into 2021 said, get ready. 22 commission so long as I netted 5.8 million.
23 Lawyer up. I'm coming for you. Something like 23 A. As long as I netted one at the time
24 that. 24 where we wanted it.
25 Let me just add this to this part of 25 Q. Right. Okay.
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1 the group text. We were buying properties and 1 A. Again, I just kept going up. The
2 looking for properties in Coral Gables. At no 2 market kept going up and construction costs went
3 time did we want the business relationship with 3 going up.
4 the Councilman of Coral Gables and later Mayor 4 Q. Right. And so in -- in June 2018 you
5 to be broken, at no time. To this day that is 5 wanted to net 5.8 million, right?
6 something that we would have still had for 6 A. That was another lie that was sent to
7 obvious reasons, business relationship, for 7 us.
8 obvious reasons. 8 Q. No, no. I'm not -- I'm not asking
9 So how this turns and how he sent that 9 about an LOI. I'm just asking you in 2018 is it
10 group text the day after the -- the e-mail I 10 correct that you wanted to net 5.8 million?
11 sent and how he went into the correction he went 11 A. No, that's not correct.
12 it is -- it's ridiculous. There was no reason 12 Q. How much did you want to net of 5.8
13 for him to do that. 13 million -- I'm sorry. How much did you want to
14 There was a challenge with negotiating 14 net in June 2018?
15 and all he had to do was just present a contract 15 A. At that time six million.
16 with the terms that we wanted. That's it. 16 Q. You wanted to net six million?
17 I mean for the amount of commission 17 A. At that time. Right.
18 that they're talking about, which at this point 18 Q. We talked about the June 2018 group
19 I don't feel that they deserve did -- did I at 19 text, and you also told me about a September
20 that time because of how they asked me to 20 2018 text. When was the next time that you
21 proceed the way they wanted to proceed, I would 21 received a text from Manny about the property?
22 have kept the same business relationship with 22 A. September 2019.
23 the Councilman Mayor of Coral Gables. 23 Q. That's -- that's the one where he
24 Again, I wasn't going to pay the 24 said, Lawyer up. I'm coming for you?
25 commission that was going to be on top of my 25 A. Here is what I can do if you like. We
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1 can send you all the texts and letters he has 1 A. Let me think. There are so many in my
2 sent to us with the dates they have because it's 2 brain right now. Pay up was September -- I'm
3 a lot. It's really, really a lot. So you can 3 not sure. September 20th or September 26, 2020.
4 read them. 4 And that's talking about the lawsuit.
5 Q. Well, yes. You should have already 5 Everything.
6 produced any communications regarding the 6 Q. Okay. Okay. I understand. All
7 property. 7 right. I understand. So I -- so then I want to
8 MS. DE ALEJO: What Eddie is referring 8 know about any text from Manny regarding this
9 to "right now" is subsequent to the 9 property until this lawsuit was filed in, I want
10 September. He's talking about the letters 10 to say, August 2020.
11 and texts that have occurred and not -- are 11 A. Okay. September 26 -- let me go
12 part of the ongoing investigation is I 12 there -- 2020 he texts us "pay up." Alex was
13 believe what he's referring to. 13 supposed to respond to you, if I'm not mistaken,
14 MS. FISHFELD: Okay. 14 on the 27th of September about the offer you had
15 A. Correct. Correct. Correct. 15 made, the settlement you had made.
16 Q. Okay. So aside from the June 2018 and 16 Q. Okay.
17 September 2019 text, are there other texts 17 A. So he sends before Alex, our attorney,
18 regarding the property from Manny to you? 18 replies to you "pay up." He texted my wife "pay
19 A. From what month and year? It goes on 19 up."
20 and on. It doesn't stop. It hasn't stopped. 20 Q. Okay. So are there any other texts
21 Like I said, he wanted my driver's license and. 21 besides June 2018 --
22 But what month and year are you asking me about? 22 A. Sorry. Probably I can send them all
23 Because that's a whole separate deposition. 23 to you, like I said. It's continuing. It's --
24 It's just not one or two. It's multiple. It's 24 Q. No. I don't -- I don't -- I don't
25 many. 25 think there are any more that are responsive to
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1 Q. I -- I -- I'm trying to understand 1 my question. So now I want you to listen to my
2 whether there are any other texts that you -- 2 question.
3 that were about this property, the negotiation 3 A. You know what --
4 of this property. 4 Q. Since 2018 and September of 2019 are
5 A. All right. Well, everything about 5 there any other texts that took place before the
6 this property. Everything we continue to do is 6 filing of this lawsuit?
7 about this property. So just to say that -- 7 A. Only from 2018 to September 2019, to
8 Q. Are there any other texts that refer 8 the signing of this lawsuit, after that it just
9 to this property? 9 escalated.
10 A. Yes. Yes. Another -- the e-mails 10 Q. Okay.
11 that we received and texts, there was one day 11 A. His behavior and his texts, his
12 that we were going to our attorney had mentioned 12 e-mails, "die. I want to fuck your wife. Your
13 your settlement and -- I'm just giving you an 13 daughter is going to miss you." All relating to
14 example of others ones we received. And we were 14 this lawsuit. "Our attorneys will get back to
15 going to -- and he text us, hey, and you better 15 you at the settlement the next -- the day
16 accept this settlement or something to the 16 before, pay up. You can't hide." To my wife.
17 effect, if not you're going to see what's going 17 Come on. Really? Really? No wonder
18 to happen. 18 Vince Lago didn't want to be associated with
19 Like I said, this continued into 2021. 19 this individual. I don't know why he even
20 From June. 20 brought him to the office.
21 Q. What was that? 21 Q. Okay. So the other text that you --
22 A. Pay up. Texts. Pay up. I can send 22 you referred to where Manny said "pay up" and
23 you everything. 23 "you can't hide," so that was after the filing
24 Q. All right. When was the text -- when 24 of the lawsuit, right?
25 was the text that said "pay up"? 25 A. Correct. And the day before when
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1 we -- our attorney was to also contact you about 1 A. Actually, he started the conversation,
2 the settlement. It's just complete 2 and he started by apologizing. He started by
3 intimidation. 3 letting me know how ashamed he was of a group
4 Q. So the day before -- you're saying 4 text that Manny had sent and everything he had
5 that there was a time where we had made a 5 said in that group text. That when he drinks
6 settlement proposal? And -- 6 and he gets very drunk he acts out, especially
7 A. Not a settlement. You had offered a 7 when he's pressured for money. He acts out.
8 settlement. Our attorney had told us about that 8 And that that's why he had texted him to remove
9 settlement and we were waiting to reply to you. 9 him from the group text.
10 And that's when he sent the text right after 10 He also said that he didn't want to be
11 that "pay up. You can't hide anywhere" to my 11 part of this contract or anything that was going
12 wife. 12 on here.
13 Q. Okay. And that was -- those two texts 13 I explained to him multiple times that
14 "pay up, you can't hide" were on the same day? 14 I appreciate the fact that he had breakfast and
15 A. She had -- okay. So our attorney had 15 he apologized, and we were just -- I appreciate
16 to respond that Monday. The text was sent on 16 that, and that if something was going to go
17 the Saturday before the Monday. 17 forward he should be part of it, and Manny too
18 Q. Okay. Okay. And so on that Saturday 18 because at that time I wasn't taking it
19 in September 2020 -- 19 personal.
20 A. Saturday or Sunday, that's when the 20 Like I am now after all the different
21 text was sent. 21 texts and the letters he's dropped off at my
22 Q. Okay. On that Saturday or Sunday in 22 house. At that time I felt it was just an
23 September 2020, other than "pay up" and "you 23 immature individual that didn't get what he
24 can't hide," what else did he say, if anything? 24 wanted and he was acting out.
25 A. On that specific text? 25 But there was a mature individual next
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1 Q. Yes. 1 to him that understood what was going on. And
2 A. That was sent to my wife. 2 it could go forward if he kept the mature
3 Q. That was sent to your wife, okay? 3 individual under control, a child basically
4 A. To intimidate my wife. 4 acting out.
5 Q. Okay. And so other than "pay up" and 5 So the answer to your question and I
6 "you can't hide," was there anything else that 6 go back to this, I did not want the business
7 he said in that text? 7 relationship with Vince Lago to stop. I didn't.
8 A. On that day? No. 8 We didn't. It was very amicable.
9 Q. Okay. 9 I mean when he represented us as the
10 A. That I remember. 10 selling agent when we purchased the property it
11 Q. Okay. So after -- in -- in Exhibit 8 11 was so amicable. It was smooth. Great
12 Lago 26, after you sent this text to Vince -- 12 communication.
13 A. Let me go up. Hold on a second. 13 There was no need for Chamizo to start
14 Q. -- did you meet Vince for breakfast? 14 the road he went down. There was zero need for
15 A. Go ahead. Okay. I have it here. Go 15 that.
16 ahead. 16 Q. Eddie, and in your last answer when
17 Q. I'm just asking if after you sent that 17 you said that -- when Vince represented you as
18 next to Vince in June of 2018 regarding a group 18 the selling agent?
19 text -- 19 A. Right. So selling agent means that we
20 A. Yes. 20 were the buyers. Listing agent means just --
21 Q. -- did you meet Vince for breakfast? 21 that's what it means.
22 A. I did the following week. Wednesday. 22 So in real estate terms if you're a
23 Q. And you met at Bagel Emporium, right? 23 buyer's agent or you're the selling agent,
24 A. Correct. 24 you're representing the buyer. The listing
25 Q. And what did you discuss with Vince? 25 agent is always the listing agent.
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1 Q. Okay. So -- 1 I know Eddie that, you know, she's
2 A. So he represented us, the buyer's 2 asking questions about texts. But let's
3 agent. The buyer if you want. Okay. I found 3 just -- you know, it's already 5:00. Let's
4 the text for Saturday, September 26. Prior to 4 dial it back a little bit.
5 where I was saying that I would get back to you. 5 Let's -- let's have a question out and
6 Do you want me to read it? 6 then you answer the question and let's try
7 Q. Yeah. 7 to keep it in that format. Right now we're
8 A. "Soon Eddie will be gone." This is to 8 kind of just talking. Yes. Let's just try
9 my wife, Adriana. "Soon Eddie will be gone. 9 to keep it. So Jessica, let's -- let's move
10 You won't be able to hide. Bad things happen to 10 forward with the question, please.
11 bad people." 11 Q. Thanks. Thank you, Alex. Eddie, the
12 She replied, "I am not sure who you 12 text that you read to me just now from September
13 are but I would like this to stop." 13 26, 2020, was that in a text message or an
14 We knew who he was, obviously. 14 e-mail?
15 "Please what can I do to make this 15 A. That is a text message.
16 stop." 16 Q. Okay. And was the text message from
17 "You know exactly what issues you 17 Manny Chamizo?
18 haven't resolved long before this gets worse, 18 A. It was. It was. Let me answer that.
19 which it will." 19 Later the investigations discovered that all
20 Don't know what he means "Before this 20 these texts from these random numbers were
21 gets worse because it will." 21 coming from his IP address in his house using
22 "Simple. Pay what you owe and let 22 his work e-mail, but the IP address, which in
23 Eddie die in peace." And this pertains to this 23 Miami-Dade County, the police department, based
24 lawsuit. 24 on the investigations they're doing discovered
25 That's why -- it just continues. 25 through the subpoena to the -- to the platform.
Page 143 Page 145
1 There's so much. 1 Comcast.
2 And then she replied, "My attorney is 2 Q. Okay. So going back to your breakfast
3 responding as normal. We need to end this. See 3 with Vince?
4 attached the letter." And there's an attached 4 A. Right.
5 letter. 5 Q. At that time Vince apologized to you
6 Q. So you said that these were texts. 6 but you wanted to continue the relationship,
7 But how did -- did you mean e-mail? 7 right?
8 A. No. This was a text. 8 A. I wasn't -- I wasn't -- I -- I didn't
9 Q. Oh, so when you say, "See attached 9 want to stop the relationship. That was not my
10 letter," what do you mean by that? 10 intention. He wanted to apologize.
11 A. Well, there was no attached letter. 11 Q. Right. Vince didn't want to -- Vince
12 Let me see if I can -- let me see if I can open 12 didn't want to end the relationship either,
13 it. Because I -- I'm looking at the text. Let 13 right?
14 me see if I can open it. 14 A. At that time, I imagine, he was so
15 But basically wife at the time was -- 15 disappointed and upset at that group text that
16 she was the one receiving the text at that time, 16 he said, again, he was getting ready to run for
17 was concerned for Manny Chamizo's texts to her, 17 Mayor, he said, I don't want anything to do with
18 which by the way were coming from the IP line 18 this. I don't want to be part of this. I don't
19 located at his home as the investigation 19 want anything to do with this. But I wasn't
20 started. 20 ready to stop the business relationship with
21 MS. FISHFELD: Okay. I'm sorry. Can 21 him. But obviously somebody who's going to run
22 you repeat that. 22 for Mayor doesn't want any part of this.
23 MS. DE ALEJO: We're -- we're 23 Q. Okay. "Any part of this," do you mean
24 getting -- we're getting a little off base 24 the group text?
25 and there's really no question pending. 25 A. The way Manny acted out.
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1 Q. But he said he didn't want anything to 1 property at that time?
2 do with the group text? 2 A. Because there were multiple -- at that
3 A. Overall. On that day -- on that day 3 time the foreign national market was hot. And a
4 overall. He didn't want anything to do with 4 lot of foreign nationals were buying investment
5 anything that, anything that had to do with the 5 properties sometimes even unseen, just to move
6 contract, the texts, nothing. 6 their money over here and invest over here.
7 Q. Okay. And so did you ask Vince to -- 7 So listing it would have opened it up
8 to continue his involvement? 8 to a broader spectrum of buyers.
9 A. I -- yeah. There is multiple 9 Q. Did Vince think that the price you
10 e-mails -- there were multiple e-mails after 10 were asking for was too high at time?
11 that breakfast that we had that show I continued 11 A. I think he came back at 6.3, not much
12 to include him. 12 off. But in retrospect, he was preparing for a
13 Q. Okay. Let's move on to Tab 9. 13 run. I don't think he really wanted to -- to
14 A. Okay. 14 list it and deal with everything that came with
15 Q. Which is Lago 28 through 35. 15 it. That once the listing agent, any listing
16 A. Okay. Go ahead. Can you clear it up, 16 agent represents a seller, there's a lot of work
17 please? Okay. What I'm reading here is that -- 17 marketing the material, reaching out that needs
18 Q. Well, Eddie, but -- I -- I'll ask you 18 to be done.
19 a specific question. Okay? 19 Q. Okay. So Vince ultimately did not
20 A. Sure, sure. Go ahead. 20 agree to be the listing broker for that
21 Q. Okay. So on Lago 29 there's a text 21 property, right?
22 from you to Vince that starts with "Good 22 A. Correct.
23 morning, Vince, I hope you had a wonderful Labor 23 Q. Okay. So now go to Lago 33.
24 Day weekend with your family"? 24 THE REPORTER: Did you mark this as an
25 A. Right. 25 exhibit?
Page 147 Page 149
1 Q. And if you scroll up to Lago 28, you 1 MS. FISHFELD: Yes. I would like this
2 can see the V. It's September 4, 2018, right? 2 to be an exhibit. Thank you, Carol. This
3 A. Right. 3 is Exhibit 9, please.
4 Q. Okay. So on September 4, 2018, did 4 (Text message was marked as Exhibit 9
5 you ask Vince to be the -- the broker 5 for identification.)
6 representing you in connection with you listing 6 Q. Okay. So on Lago 33?
7 the properties? 7 A. Yes.
8 A. I did. 8 Q. So on September 11, 2018, Vince texted
9 Q. Okay. And I see in this text that 9 you "Eddie, I just received a call regarding
10 says "Adrian and I have decided to lease 3251 10 another deal from Liz and they are willing to
11 Ponce de Leon." 11 buy the building as per their previous contract.
12 Is it right that it meant to say "We 12 All cash."
13 have decided to list 3251 Ponce de Leon"? 13 What -- what do you understand this
14 A. Right. 14 text to be about?
15 Q. Okay. Why did you want Vince to be 15 A. That they are going back to the
16 the listing broker? 16 original contract that we didn't accept, and
17 A. Councilman of Coral Gables future 17 that's why my response is to that e-mail, so on
18 Mayor. I mean it only made sense. But if you 18 and so forth.
19 noticed -- if you noticed the price was 19 Q. Okay. So you -- this was Vince
20 6,450,000, four percent total commission which 20 reaching out regarding the previous contact with
21 would have netted what we were looking for. 21 Alex Alvarez, right?
22 Q. Which -- which was what? 22 A. Yes. Yes. Alex had reached out to
23 A. 6 million, 50,0000, six million and 23 him, and he reached out to me and I repeated
24 50, 6 million. 24 what we repeated throughout the whole time.
25 Q. Why did you decide to list the 25 What our net was at that time.
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1 Q. So at this point Vince and Manny were 1 Q. Let's go to -- let's go to Tab 10.
2 still involved in the negotiation with the 2 AOI201 to 204.
3 potential Alex Alvarez deal, right? 3 A. Wait a minute. That's an e-mail,
4 A. In 2018 September Liz reached out to 4 correct?
5 Vince. Vince didn't reach out to Liz nor Manny. 5 Q. Correct.
6 Vince reached out to us and I gave him the same 6 A. Okay. Let me look in the e-mails.
7 answer that I had during the whole process. 7 Give me a second. Okay.
8 Q. Right. So you didn't -- after Vince 8 Q. Got it?
9 reached out to you about Liz and her client Alex 9 A. Yes.
10 Alvarez being interested in potentially 10 Q. Okay. I would like to enter this as
11 restarting negotiations, at that time in 11 Exhibit 10, please.
12 September 2018 you didn't reach out directly to 12 (E-mail was marked as Exhibit 10 for
13 Liz, right? 13 identification.)
14 A. No. 14 Q. Okay. So Eddie, please go to AIO203,
15 Q. You communicated through Vince, right? 15 and there is an e-mail from Elizabeth Diaz to
16 A. Correct. 16 you dated September 19, 2019. Do you see that?
17 Q. Okay. So even though Vince had 17 A. Okay.
18 declined to be the listing broker, he was still 18 Q. Do you recognize this e-mail
19 involved in any communications with Liz Diaz 19 generally?
20 regarding the Alvarez property -- offer, right? 20 A. Yes. Yes.
21 A. Correct. Liz reached out to him, 21 Q. So -- so on Exhibit 9 the text between
22 correct. And by the way, at no time did Manny 22 you and Vince where --
23 ever reach out to us again after those texts. 23 A. The e-mail.
24 Q. Right. From that point forward you 24 Q. I'm sorry. Okay. Hold on. Let me --
25 communicated only with Vince, right? 25 let me finish my -- my question.
Page 151 Page 153
1 A. Correct. That's how it started. Yes. 1 A. Sure.
2 Q. Right. And -- but so you -- you still 2 Q. In Exhibit 9 that we just looked at,
3 understood that Vince and Manny were a team, 3 the text conversation between you and Vince took
4 right? 4 place on September 11, 2018, and now this e-mail
5 A. I didn't understand anything about the 5 is on September 19, 2018. Right?
6 relationship, only they knew the relationship 6 A. Okay.
7 and what they were doing. I wasn't part of 7 Q. So just a few days after Vince
8 their conversations. 8 discussed with you Liz's client Alex Alvarez
9 Q. So I know you weren't part of their 9 being interested in restarting negotiations, Liz
10 conversations. But did you understand that 10 e-mails you directly, right?
11 Vince and Manny were still working as a team? 11 A. Yes.
12 A. I considered after the breakfast we 12 Q. And she said, in this e-mail she said,
13 had that day Vince wanted nothing to do with 13 "One of the most important things in a real
14 Manny Chamizo, because of the text he had sent, 14 estate transaction is having a willing seller
15 and I understood because he verbally told me. 15 and a willing and able buyer. In this case we
16 Q. When Vince said that they're willing 16 have both."
17 to buy the building as per their previous 17 What did Liz mean by that? What did
18 contract, that was the contract that Manny and 18 you understand her to mean by that?
19 Vince together as a team had negotiated, right? 19 A. What she was trying to do is what
20 A. I think so. 20 usually real estate agents do and brokers, is
21 Q. Okay. 21 not give up on a contract, you try to find a way
22 A. I think so. I -- I just continued to 22 to negotiate with the seller or the buyer,
23 reiterate him and any other realtor or broker 23 whoever that person is and convince them on why
24 that brought us offers what the terms were at 24 we should sell with terms that they don't want.
25 that time. 25 So she was trying to explain the price per
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1 square foot. She was trying to explain 1 (On the record.)
2 everything to me. 2 Q. Okay. So Eddie, on AIO202, there is
3 But, we were set on what we wanted 3 an e-mail from you to Vince dated September 19,
4 from the beginning and what we were doing. Our 4 2018. And it appears that you are forwarding to
5 net was our net. Everything on top didn't 5 Vince Liz's e-mail to you that we just
6 matter. 6 discussed.
7 Q. Later down in this in e-mail Liz says, 7 And you say, "My opinion this was not
8 "Eddie, you have a contract in hand that we have 8 a proper e-mail to send us, and I just wanted
9 both spent time and money preparing. Why not 9 you to know."
10 consider this instead of starting the process 10 What did you mean by that?
11 all over again." 11 A. Give me a second. This is 2000 or
12 What did you understand Liz to be 12 2004, right?
13 saying here? 13 Q. I'm sorry?
14 A. I'm assuming on the contract she 14 A. You want to talk about 2002 or 2003.
15 represented it was a contract we didn't want to 15 202?
16 accept. On the text Lago 32, Lago 34, we are 16 Q. Correct. AIO202. There's an e-mail
17 going forward, we would let Vince know. 17 on 202 from you to Vince dated September 19,
18 Q. So you understood that Liz was 18 2018, at 12:36 p.m. And you said, "In my
19 reaching out to you to try to take negotiations 19 opinion this was not a proper e-mail to send us,
20 back up between you and Alex Alvarez, right? 20 and I just wanted you to know."
21 MS. DE ALEJO: Object to form. 21 What did you mean by that?
22 A. Sure. 22 A. That I thought that I was being
23 Q. And she was saying that you guys had 23 ethical. I was advising him. But once again,
24 made a lot of progress back in June and it would 24 he said I don't want anything to do with this.
25 save everyone a lot of time and effort to just 25 Continue forward." But I kept him in -- in the
Page 155 Page 157
1 try to conclude that transaction rather than 1 loop over and over and over. I couldn't keep
2 start all over again by listing the property? 2 Manny in the loop for obvious reasons and
3 A. Okay. First the listing agent and the 3 besides he disappeared.
4 salesperson. So a salesperson in a transaction 4 Q. And then Vince responds back to you
5 will say everything she can to make the deal 5 that Liz called him and asked if it was okay to
6 happen. So trying to convince us what had 6 contact you directly, and he stated that that
7 happened -- 7 was fine. What did you understand that to mean?
8 Q. What deal are you referring to? 8 A. He didn't want to deal with this. He
9 A. The one in June of 2019. Yeah. 9 wanted him to deal directly with me.
10 Q. All right. Thank you. 10 Q. Was Vince encouraging you to try to
11 A. Attempting to convince us that those 11 come to a deal with Alex Alvarez?
12 terms were good for us were not going to work. 12 A. I wouldn't call it encouraging me. He
13 Q. Okay. So from that e-mail and the 13 was more attempting to keep himself out of it
14 chain is on AIO202. 14 and I want to keep the relationship -- his
15 A. Hold on a second. Can you put that 15 relationship with.
16 up, please. 16 Him. But when anybody tells you, I
17 Q. Sure. 17 don't want to be part of it and you continue to
18 A. Okay. Give me a second because I need 18 add him to the amount of this e-mail
19 to plug the -- the battery. Give me one second. 19 correspondence and contact them, you get to a
20 Okay? 20 point where you have to respect the person's
21 MS. FISHFELD: Okay. 21 wishes.
22 MS. DE ALEJO: I need a second as 22 Q. Where in this e-mail does Vince say he
23 well. 23 doesn't want to be a part of it?
24 MS. FISHFELD: Okay. 24 A. By asking Liz to contact me directly.
25 (Off the record.) 25 Q. Anything else?
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1 A. That's exactly what it is. He's 1 MS. DE ALEJO: Object to form.
2 asking Liz to contact me directly. So he -- 2 A. At this time Liz was attempting to
3 trying the negotiations like he wanted to. I 3 bring him back in. I was attempting to bring
4 kept on bringing him in. 4 him back in. But he didn't want to come back
5 Q. Is there any other basis for your 5 in. That's my answer.
6 opinion that Vince is saying is he doesn't want 6 Q. So, no, you did not believe he was
7 to be a part of this? 7 representing you at this time?
9 A. Apart from the conversation we had at 9 A. I don't think he -- I don't think he
10 Bagel Emporium, apart from everything that 10 wanted to be part of this, but I kept on
11 happened leading up to this e-mail, yeah. There 11 bringing him in to be part of this.
12 is a lot of reasons. 12 Q. I -- I -- I don't -- I don't know
13 Q. Okay. What are they? 13 how -- how many other ways I can ask you. It's
14 A. I gave them to you already. The 14 a very simple question and you're telling --
15 breakfast, this e-mail. 15 you're saying words that are not coming
16 Q. Apart from what you've already said, 16 through --
17 is there anything else? 17 A. If he would have come forward with
18 A. No. At this point, no. Not at this 18 this negotiation and would have met the terms
19 point. Not at the point of this e-mail. Based 19 that we were asking for and would have presented
20 on everything we've talked about. 20 a new contract where he signed this, he would
21 You have to forgive me, the violin 21 have been representing us.
22 teacher is here for my daughter. So you can 22 All he was doing was sending an
23 hear a little rumbling and a little doorbell. 23 e-mail, letting me know that Liz had called him.
24 Q. So at this point did you believe that 24 That she -- he told her to deal with me directly
25 Vince still represented you in connection with 25 and good luck. Again, I'm not in his mind.
Page 159 Page 161
1 the Alex Alvarez deal? 1 I don't know what he's thinking. I
2 MS. DE ALEJO: Object to form. 2 can only see what he wrote.
3 A. The day of the breakfast, Vince was 3 Q. No. I know you're not in his mind. I
4 very clear on what he wanted. It was I who 4 want to know what was in your mind at this time.
5 continued to bring him in to keep the business 5 A. My mind is he does not want any part
6 relationship we had from when we purchased the 6 of this like he reiterated multiple times. But
7 building, when he represented us as the buyers. 7 I kept on bringing him in.
8 I wanted to keep that business relationship. 8 Q. Okay. So -- so you wanted him to be a
9 Q. So, yes, you did believe that he still 9 part of it; is that true?
10 represented you at this time of the e-mail? 10 A. I wanted a business relationship with
11 MS. DE ALEJO: Object to form. 11 him, whatever that entailed, whether it was this
12 A. The -- the contract -- this contract, 12 contract, another contract, another LOI, as long
13 he wasn't even the one saying the contract. It 13 as it met our terms. That's what I wanted.
14 was Manny. Right? 14 Q. Okay. All right. Thank you.
15 Q. And I believe you testified and so has 15 A. Uh-huh. And he also told Liz he
16 everyone else on this page that Vince and Manny 16 didn't want any part of it, basically he told
17 were working as a team, right? 17 Liz he doesn't want any part of this.
18 A. They were until they weren't. Until 18 Hold on give me a second here. I have
19 that group text apparently they were. But it 19 to change places to charge. Go ahead.
20 was Manny sending the contract not Vince. 20 Q. You said Vince told Liz he didn't want
21 Q. Okay. So I -- I -- I'm having trouble 21 to be a part of this. When did he say that?
22 getting an answer to my question, which is: At 22 A. Well, it's -- it's in the e-mails and
23 this time did you believe that Vince was still 23 conversations. I think you -- I think it was in
24 representing you in connection with the Alex 24 the e-mail. It was in the e-mail. It was in
25 Alvarez deal? 25 the conversation. You can ask your client if he
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1 says that or not. Yes. That's what I was made 1 that starts "Good morning Elizabeth. I hope you
2 to understand. 2 had a great weekend." Right?
3 Q. Okay. When you say you were made to 3 A. Sure.
4 understand that, how were you made to understand 4 Q. Okay. And do you recognize this
5 that? 5 e-mail?
6 A. Multiple ways. Apart from the 6 A. Yes.
7 breakfast, apart from this e-mail, apart from 7 Q. Okay. It's dated October 8, 2018,
8 verbal conversations, I also asked Liz to 8 right?
9 confirm with Vince and apparently she did, that 9 A. Yes.
10 he did not want to be a part of this. 10 Q. And you state: I received multiple
11 Q. Okay. When was that? 11 offers with financing conditions last week and
12 A. I have to look through the e-mails. 12 will continue to do so the week. I wanted to
13 But I think it was March. I think it was March. 13 reach out to you one more time. Your buyers
14 It was March. 14 offer was interesting for the terms but fell
15 Q. Okay. So then we will discuss that in 15 short of our asking price.
16 a moment. 16 A. Right.
17 A. Sure. Okay. 17 Q. So when you said that her buyer's
18 Q. Okay. Let's go to Tab 11. 18 offer was interesting for the terms, what did
19 A. What am I looking for? 19 you mean by that?
20 Q. I -- I'm going to tell you. Okay. 20 A. The -- the terms that we were asking
21 Tab 11 is Diaz 137 to 143. 21 for was interesting. I didn't say they were
22 A. Give me a second. I'm looking for it. 22 great. It was a good start. The cash, the fact
23 Okay. I'm reading it -- I'm reading you sent me 23 that it was all cash. That's always
24 from Yahoo mail I believe that's Vince. This 24 interesting.
25 regards Vince. 25 When you have a real estate a buyer
Page 163 Page 165
1 Liz, great to hear from you. Your 1 that's willing to buy all cash but that's not
2 clients 6 million dollar offer is appropriate, 2 the only thing that matters.
3 one it should be accepted, but greed is a 3 Q. So you -- when you said "I received
4 horrible trait. When do you want to grab 4 multiple offers of financing conditions," were
5 breakfast or lunch? 5 you not getting satisfactory offers from the
6 Okay. So. 6 listings?
7 Q. Well, that's not -- and I don't want 7 A. Okay. So going back to 2017 through
8 to ask you about that. So you have Diaz 137 to 8 these e-mails, we received multiple offers,
9 143, right? 9 LOIs, even an offer from a nonprofit. No. They
10 A. I'm looking for it. Yes. 137. 10 didn't meet what we were looking for at the time
11 Q. 137 to 143? 11 we were receiving them.
12 A. Yes. I got it. 12 Q. So is that why you wanted to reach
13 Q. Okay. And -- and I would like to 13 back out to Liz about the Alex Alvarez potential
14 enter this as Exhibit 11, please. 14 deal?
15 (E-mail was marked as Exhibit 11 for 15 A. I reached out back to Liz because
16 identification.) 16 Manny said to reach out to her. I mean, I'm
17 Q. Okay. If you go to Diaz 138? 17 sorry. Vince reached out to her and that he
18 A. You don't want to talk about 137? 18 didn't want any part of it.
19 Q. Not -- not yet. 19 Q. So in October 2018 Vince told you to
20 A. That's part of the e-mail. But we're 20 reach out to Liz?
21 going to talk about it, correct? 21 A. That's -- that's the e-mail that we
22 Q. Right now we're looking at Diaz 138. 22 went over. That's what he said.
23 A. I understand what you want to look at. 23 Q. Okay. You're referring -- you're
24 Go ahead. 24 referring to Exhibit 10?
25 Q. So this is an e-mail from you to Liz 25 A. Yes.
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1 Q. Okay. So did you -- why did you want 1 Q. Was Alex Alvarez at that point in
2 to reach back out to Liz about the Alex Alvarez 2 October 2018 interested in picking negotiations
3 deal? 3 back up with you?
4 A. Because Vince continued to reach out 4 A. You would have to speak to Liz about
5 to us letting us know through a text that we 5 that. I -- I -- my response was she would have
6 talked about through the e-mails that she was 6 to ask Liz what her client was thinking at that
7 reaching out to him. 7 time.
8 And because the e-mail he said to deal 8 Q. Did -- did you -- were you able to
9 with her directly, that we went over. 9 start negotiations back up with Liz about the
10 Q. Were you interested in taking 10 Alex Alvarez deal at that time?
11 negotiations back up with Liz about the Alex 11 A. No.
12 Alvarez deal? 12 Q. Okay. And, and, in fact, she writes
13 MS. DE ALEJO: Object to form. 13 back: Unfortunately Alex at this time is not
14 A. I am always interested in negotiating 14 prepared to reconsider an offer. Right?
15 any property as long as the terms are met that 15 A. Yes.
16 either both side wants, whether it's this 16 Q. So did you understand that to mean
17 negotiation or any other negotiation. 17 that Alex Alvarez was not interested in
18 I don't -- I don't stop and get mad 18 negotiating further?
19 and angry and send angry texts, I don't do that. 19 A. Yes. What the e-mail said.
20 Q. So you had -- so you say in this 20 Q. Okay. Okay. So then if you go to
21 e-mail that you had received multiple offers but 21 Diaz 137, it appears that Elizabeth Diaz
22 they were with financing conditions, right? 22 forwarded your e-mail exchange to Vince Lago,
23 A. Correct. And the terms weren't there 23 right?
24 either. 24 A. Yes. It looks that way. Or -- or bcc
25 Q. And you were interested in reaching 25 him. I'm not sure. Either/or it doesn't really
Page 167 Page 169
1 back out to Liz one more time because her 1 matter.
2 buyer's offer was interesting for the terms, 2 Q. Did you also inform Vince of this
3 right? 3 e-mail exchange between you and Liz?
4 A. And because Vince had sent me the 4 A. Give me a second. Not at that time.
5 e-mail to reach out to her, and wish me good 5 The last e-mail that Vince had sent me was to
6 luck. 6 talk to Liz, but if you're on 137, when a broker
7 Q. Okay. I think you're misunderstanding 7 is representing a buyer or a seller and has an
8 my question. I -- I want to know why you 8 agreement signed as to the terms and sales
9 were -- why you wanted to reach out about the 9 price, they don't write an e-mail to the other
10 Alex Alvarez deal. 10 agent like this, agreement so on and so forth.
11 A. Not only did I reach out to Liz, but I 11 They -- they just don't write these
12 also reached out to other brokers during the 12 kind of e-mails when they really represent you
13 time to see if their clients would either change 13 via a contract and are looking out for your best
14 their offers to meet our terms, so on and so 14 interests.
15 forth. 15 And when Vince has repeatedly said he
16 So that was just another part of the 16 doesn't want to deal with this and she even told
17 exercise of getting an executed contract with 17 you deal with Eddie directly, Liz, and Vince
18 the terms we wanted. 18 told me you deal with her directly.
19 Q. Okay. So you -- you haven't gotten an 19 This is not -- this is not an e-mail
20 offer that -- that you liked yet. And so you 20 from an agent that's representing us. Good to
21 wanted to reach back to the -- to Liz about the 21 hear from you. Your clients 6 million dollar
22 Alex Alvarez deal to see if you could make that 22 offer is appropriate one, and should be accepted
23 work, right? 23 but agreed is a horrible trait. He's not
24 A. It's an exercise that every broker 24 representing us. We wanted a business
25 goes through. Correct. 25 relationship, don't get me wrong, but he's not
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1 representing us. 1 A. 37. Let me look for it. Lago 37.
2 Q. But you did still want the business 2 Okay. Go ahead.
3 relationship, right? 3 Q. Okay. This is Exhibit 12. And this
4 A. 100 percent. 4 is a text between you and Vince dated at the top
5 Q. Okay. 5 March 13, 2019, right?
6 A. And I kept him in the loop. 6 A. Correct.
7 Q. Vince told you to communicate -- that 7 Q. And Vince texts you and says, "Sir,
8 you could communicate directly with Liz. Don't 8 good morning. I just got a call from Liz.
9 you think that he said that because he trusted 9 Would you have a moment to talk today."
10 you and he -- he knew that you would not do 10 A. Okay.
11 anything unprofessional or inappropriate? 11 Q. Do you recall receiving this text?
12 MS. DE ALEJO: Object to form. 12 A. I do recall. I mean I see the text.
13 A. If we wouldn't have had the breakfast 13 Yes.
14 we had face-to-face where he expressed his 14 Q. So did you speak with Vince on the
15 wishes, if I wouldn't have reached out to him 15 phone that day?
16 multiple times, if he wouldn't have told Liz to 16 A. If we spoke that day, which we did
17 deal directly with me, but all these things 17 because we set up a call. It was for him to let
18 happened. 18 me know that he didn't -- he didn't want to go
19 So that e-mail I read that I don't 19 forward as Liz is interested in pushing this
20 want to be bothered. I'm about to run for mayor 20 contract forward, and that I can deal directly
21 of Coral Gables. 21 with her if I wanted or I don't want. That he
22 You guys deal with it. I don't want 22 doesn't want to be a part of this.
23 to be part of it. 23 I mean, he was already bothered by the
24 Q. During your breakfast at Bagel 24 fact that I kept on bringing him in by sending
25 Emporium was -- did you specifically discuss the 25 him e-mails and texts, and also Liz reaching out
Page 171 Page 173
1 payment of a commission at that time? 1 to him, until he finally told Liz I don't want
2 A. No. No. That did not come up at all. 2 to be part of this. Deal with him directly.
3 Q. Okay. Okay. 3 Q. Did -- did Vince say anything else
4 A. In fact, 99 percent of the 4 other than that?
5 conversation was him appraising and telling him 5 A. That's all he said. He just
6 how he didn't want to be part of anything that 6 reiterated the same thing he has during the
7 had to do with this. 7 whole time.
8 Q. Okay. But he did not specifically 8 Q. So did he give a -- a reason why he
9 discuss a commission, right? 9 would not want to be a part of this?
10 A. He was too upset at what Manny had 10 A. Because of the group text that was
11 done with the group text to talk about that. 11 sent initially.
12 Q. Okay. All right. Let's go to Tab 12. 12 Q. I'm sorry?
13 A. What number? What number? 13 A. Because of the group text that Manny
14 Q. Just a moment. I'm actually before we 14 sent that we spoke about, that he felt -- that
15 go to Tab 12, I -- I need to take a short break. 15 he felt that it was unprofessional, that it
16 Five, six minutes. All right. We're off the 16 could have gotten him in trouble for being part
17 record. I'll be right back. 17 of that text, so on and so forth.
18 (Recess.) 18 Q. So when you spoke with Vince in March
19 Q. Okay. Okay. So we are back on the 19 2019, Vince brought up the group text?
20 record. Okay. Let's go to Tab 12. 20 A. March 2019, no. Not really. I mean,
21 A. Text, now we're in text, right? 21 he said what he -- he -- he said what he had to
22 Q. Yes. This is a text and it's Lago 22 say about it the day we had breakfast.
23 3 -- it's Lago 37. This will be Exhibit 12. 23 Q. Okay. So I'm -- I'm asking right now
24 (Text was marked as Exhibit 12 for 24 specifically about this phone conversation.
25 identification.) 25 A. No. No. He did not bring up the
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1 group text on that call. He just said that Liz 1 I don't want to be part of it and I also told
2 reached out to me and I told her to go forward 2 her the same thing.
3 with you as I told you. 3 I want her to reach out to you. But
4 And Liz told us that Vince said that 4 you reach out to her and leave me out of this.
5 she didn't want -- didn't want to go forward to 5 He was really bothered. I could see what his
6 deal with me directly. 6 response was. He was really bothered that we
7 Q. Okay. So I -- I want to hear about 7 kept on bringing him into it. And the guy is
8 what -- what Liz told you. But first I want to 8 going to run for Mayor. What does he care about
9 know what Vince told you during this 9 this?
10 conversation. 10 Q. Did he say anything else that you
11 A. I already told you Jessica. I already 11 haven't already told me during that phone
12 told you. 12 conversation?
13 Q. I haven't asked my question yet. I 13 A. No. No.
14 haven't asked my question yet. During this 14 Q. Okay. So he -- he didn't say that he
15 telephone conversation between you and Vince in 15 didn't believe he was entitled to a commission
16 March of 2019, did Vince -- did Vince say 16 for the work he had done on this deal, right?
17 anything about receiving a commission in 17 MS. DE ALEJO: Object to form.
18 connection with the Alex Alvarez deal? 18 A. Breakfast in Bagel. The following
19 A. No. 19 week after June 20th when he says, I don't want
20 Q. Okay. 20 to be part of this. I apologize. I don't want
21 A. No. 21 to deal with Manny. All these things that he
22 Q. Okay. So tell me exactly what you 22 is.
23 remember Vince saying in the conversation. 23 I'm sorry for that group text that he
24 A. I remember him saying he doesn't want 24 sent you. That's why I asked to be removed.
25 to be a part of it. I remember Liz -- me 25 And multiple times that I reached out and he
Page 175 Page 177
1 checking with Liz to make sure he set up 1 kept on saying, deal with Liz directly, so on
2 meetings. 2 and so forth.
3 Q. No. No. I'm talking only right now 3 Q. Okay. So, no, he didn't say that he
4 about this conversation. 4 did not want a commission in connection with the
5 A. Yeah. That he didn't want to be part 5 Alex Alvarez deal?
6 of it. That he doesn't want to be part of it. 6 MS. DE ALEJO: Object to form.
7 Liz reached out to him and then he told Liz to 7 A. If he would have said, I want to be a
8 reach out to me that he doesn't want to be part 8 part of this but I want you to work directly
9 of it. 9 with Liz and when you guys come up with the
10 Q. Okay. 10 terms you want and close, pay me this amount.
11 A. That's why -- that's why Liz drafted a 11 But he didn't do that. He didn't
12 new contract herself. 12 request any commission. He just requested that
13 Q. During this phone conversation did 13 I deal with Liz directly.
14 Vince tell you what Liz called him about? 14 Q. Okay. So he did not say that he did
15 A. It's in the text that we just went 15 not want a commission?
16 over. We just went over the texts. We just 16 MS. DE ALEJO: Objection, asked and
17 went over the texts. It's there. It's in 17 answered.
18 writing. 18 A. No. But yes. Nor did he say he
19 Q. So when -- when Vince -- when you 19 wanted one. He just said he didn't want to deal
20 spoke with Vince on the phone, did he say 20 with it.
21 something about why Liz called him? 21 Q. Okay.
22 A. She talked about the offer. She 22 A. Yes.
23 talked about the terms. I said, as I said 23 Q. So a commission, whether he would be
24 before, what our net was. He said look, I'm 24 entitled to a commission or not, was not
25 just letting you know this because of Liz -- but 25 discussed during that phone conversation, right?
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1 MS. DE ALEJO: Object to form. 1 MS. DE ALEJO: And Eddie, let's
2 A. I've -- I've answered you, Jessica. I 2 just -- let's just -- I know it's been a
3 really have multiple times. Same answer. 3 long day. Let's just wait until Jessica has
4 Q. It's a yes or no. Yes or no? 4 a question and then we'll answer it. I know
5 A. No. He asked to be left out of it. 5 with the number of pauses, but let's just
6 He didn't bring up commission. He wasn't 6 wait for the question.
7 interested in a commission. 7 A. Go ahead. Okay.
8 Q. After you spoke with Vince on the 8 Q. When was the next time following your
9 phone in March 2019, what did you do next? 9 phone conversation with Vince that you discussed
10 A. What did I do next? 10 anything about a commission with Liz Diaz?
11 Q. I -- I can -- I can make that a more 11 A. I didn't talk about commissions with
12 specific question for you if you'd like. 12 Liz Diaz. But I did tell her that we had our
13 A. Please. Yes. Yes. 13 net and anything -- any commissions would have
14 Q. After you spoke with Vince after this 14 to be on top. There was no commission in the
15 telephone conversation that we've been 15 contract.
16 discussing, did you call Liz? 16 Q. When did you tell Liz that you would
17 A. I think she reached out to me. I 17 not be paying her commission?
18 didn't call her. 18 A. That wasn't for me to tell her. Her
19 Q. So did Liz call you? 19 client did the contract with his attorney. And
20 A. She may have -- yes. I think she sent 20 Liz -- I mean, I had no part of that.
21 me an e-mail or may have called me. 21 Q. So you never had a conversation with
22 I'm sorry. I'm being distracted by my 22 Liz following this conversation with Vince about
23 daughter's violin lesson back there. Go ahead. 23 who would pay Liz a commission?
24 MS. DE ALEJO: That's okay, Eddie. 24 A. He understood what my net was and she
25 It's been a long day and you've already been 25 also understood, if I'm not mistaken, that her
Page 179 Page 181
1 at this for a long time. 1 client was going to pay her directly. That it
2 THE WITNESS: She is doing pretty 2 had nothing, well, we were not going to pay it.
3 good. Sounds pretty. She sounds pretty 3 Q. And how -- how did she understand
4 good back there. Go ahead. 4 that?
5 Q. So you're not sure whether Liz reached 5 A. My understanding is the conversation
6 out to you by e-mail or by phone? 6 that she had with her client, or either that, or
7 A. After speaking together she presented 7 she did a labor of love --
8 an offer with her own contract. 8 (Reporter clarification.)
9 Q. So what was the first time that you 9 A. Either that or she did a labor of love
10 spoke directly with Liz following your 10 for her client, which that's very possible too.
11 conversation with Vince if you remember? 11 I'm not sure.
12 A. I would have to go through e-mails and 12 Q. Let's all just stay focused.
13 texts, but I -- if I'm not mistaken a couple of 13 MS. DE ALEJO: I do want the record to
14 days afterwards. I mean, Liz was actively 14 reflect though that Manny Chamizo just
15 pursuing this negotiation as far as she reached 15 called my client a fucking liar and I do
16 out to Vince. But probably a couple days later. 16 need that to be on the record given what is
17 Q. Okay. Did you discuss with Liz why 17 going on between these parties.
18 Vince -- why you believe Vince didn't want to be 18 Carol I need you to put that on the
19 a part of the deal anymore? 19 record. That's fine, that's fine. No, I
20 A. I did -- what I did do was ask Liz to 20 don't need him to say it again. All of us
21 make sure to speak to Vince that he didn't want 21 are aware that Manny Chamizo just put
22 to be part of it, as he told me. And that's 22 that -- said that on the record, and I want
23 what she did, and that's what he said. I know 23 everyone to be clear on that given what has
24 why Vince didn't want to be a part of it, as I 24 been going on between the parties.
25 have explained multiple times. 25 MR. CHAMIZO: And for the record, I
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1 wasn't speaking to anybody, just so we're 1 Q. Okay. Were there any other
2 clear. I was -- I -- I did not have it on 2 discussions that you remember taking place
3 mute. I apologize. I did not speak to your 3 during that phone conversation that you're
4 client or you guys. I'm just listening. 4 referencing?
5 MS. DE ALEJO: Okay. Actually -- so 5 A. Mostly the particulars of what we were
6 were talking to a third party, and -- and 6 looking for in our terms. That was it. And
7 basically defaming my client talking to a 7 Alex would send the contract and they were going
8 third party. 8 to review it and so on and so forth.
9 So who are you talking to? I'm just 9 Q. So during the phone conversation did
10 saying. Sorry, Jessica. But that was 10 you discuss the need for All In One to lease a
11 unprofessional and it's been a long day. 11 unit in the building?
12 And that was uncalled for. 12 A. A hundred percent from the beginning
13 MS. FISHFELD: Okay. So what I think 13 from day one that was from the broker.
14 happened was that Manny was not on mute and 14 Q. Okay. So no, no. I want to -- I'm
15 he thought that he was on mute, and he made 15 just talking about this phone conversation. I
16 a comment and he did not intend for anyone 16 want to know what was discussed.
17 to hear it. 17 A. Yes, we did. Yes, we did. Yeah.
18 So now, Manny, please make sure that 18 The -- the particulars of the contract, the
19 you're on mute. 19 terms, correct.
20 Moving forward. 20 Q. During that phone conversation with
21 THE WITNESS: I -- I need a -- I need 21 Liz, what did you say about All In One needing
22 a five-minute break. 22 to lease a unit in the building?
23 MS. FISHFELD: That's fine. Okay. 23 A. That we had to stay there. It would
24 We're going off the record. 24 be a lease back until we found the building we
25 THE WITNESS: Thank you. 25 were going to buy and move into and then we
Page 183 Page 185
1 (Recess.) 1 spoke about what monthly rent was going to be
2 THE WITNESS: By the way, that's his 2 and so on and so forth, just terms of the
3 MO for the record. 3 contract.
4 MS. DE ALEJO: Eddie, let's just stop. 4 Q. And did Liz say that Alex Alvarez
5 Let's ask questions and move forward. 5 would be agreeable to those terms on the --
6 A. I'm ready. 6 during that phone conversation?
7 (Recess.) 7 A. She said he was going to talk to her
8 Q. So Eddie, Liz's client paid her own 8 client and they sent us a contract.
9 commission, right? 9 There's a delay somewhere. I'm seeing
10 A. I didn't see him write a check to her. 10 a delay. When you speak I see a delay. Maybe
11 I -- you would have to ask her. I believe so, 11 it's on my end, but I don't think so. Now, go
12 yes. That's what she said she was going to do. 12 ahead.
13 Q. When did she say that? 13 Q. During that phone conversation, did
14 A. After, once she sent us the new 14 you discuss the purchase price?
15 contract written by her, her attorney, I mean 15 A. I always discussed the terms that we
16 Alex attorney and Alex. It was written by her 16 wanted with every agent and broker, yes, 100
17 not him. 17 percent.
18 Q. So sitting here today, do you remember 18 Q. And what did -- what did you say about
19 a phone conversation with Liz Diaz following 19 the purchase price during that phone
20 your phone conversation with Vince Lago? 20 conversation?
21 A. I remember a phone conversation where 21 A. At that time we wanted to net between
22 I asked Liz to confirm with Vince that she 22 6 million to 6,050,000.
23 didn't want to be part of it and she said yes. 23 Q. And did Liz say during that
24 I've already confirmed that with Vince. Okay? 24 conversation that Alex Alvarez would be
25 Send me the offer and let us take a look. 25 agreeable to that price?
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1 A. She had spoken to Alex. They sent us 1 into the contract on top of our net. But he
2 a contract. So I suppose it was agreeable. 2 didn't say that in any conversations we had
3 Q. Well, no. During the phone 3 after the text.
4 conversation what did she say? 4 Q. Do you think Vince would have been
5 A. Yeah. I mean, she mentioned he 5 interested to know that you had been able to
6 agreed. But she said, okay, I'll send you a 6 come to a deal with Liz after your phone
7 contract. 7 conversation?
8 Q. Okay. So after your phone 8 MS. DE ALEJO: Object to form.
9 conversation with Liz, how confident were you 9 A. No. I will answer. I think if he
10 that you were going to get a signed contract 10 would have been interested, he would have called
11 with Alex Alvarez? 11 either me or Liz.
12 A. I'm never confident until we close, 12 I mean, if you're interested you make
13 until the deal closes. You're not confident 13 a phone call, especially in this business, or
14 until something closes. Any transaction in real 14 you send an e-mail, or you send a text if you're
15 estate you're not confident until it closes. It 15 interested, especially in this career.
16 was a conversation that was moving along. 16 Q. Well, you had tried to start
17 Q. So after that phone conversation, Liz 17 negotiations back up with Liz multiple times at
18 sent you a contract, right? 18 this point and they had failed, right?
19 A. Right. 19 MS. DE ALEJO: Object to form.
20 Q. And was there anything more to be 20 A. It went through Vince. I sent the
21 negotiated? 21 e-mails through Vince. Vince was in the middle
22 A. Based on the terms that were on the 22 until he basically said, leave me out. I don't
23 contract and that the buyer had agreed to allow 23 want to be part of this. Yes. It was Liz
24 the terms that we wanted, there was no 24 reaching out. And me reaching out to Vince.
25 commission on the contract and we were netting 25 Yes.
Page 187 Page 189
1 what we wanted. It was accepted. 1 I always went back to Vince, which
2 Q. Okay. So after your conversation with 2 was, by the way, is the broker agent that I had
3 Liz, did you let Vince know what you had 3 the business relationship with from when we
4 discussed with Liz? 4 purchased the properties.
5 A. I don't think so. No. Not at that 5 I always reached out back out to him
6 time. She was very clear in the vast texts and 6 until the last time where he said, no more.
7 e-mails for us to deal directly. 7 Leave me out. He didn't want any part of it.
8 Q. So you didn't feel like you should let 8 I'm sorry.
9 him know that you guys had come to a deal after 9 Like I said, if he would have said,
10 one phone call? 10 make sure when the contract is written I want
11 MS. DE ALEJO: Object to form. 11 this much commission, that last conversation or
12 A. There are only so many times -- 12 the last e-mail.
13 there's only so many times you can let somebody 13 Q. I understand your position. I
14 know, and involvement and that person say, I 14 understand your position, Eddie. But let's keep
15 want out. Deal directly. I don't want to deal 15 things moving along. I'm trying to get this
16 with this. 16 finished.
17 He also told her that he didn't want 17 So each -- each time that you had
18 to deal with it. He was very clear. And if -- 18 tried to negotiate with Liz, you reached back
19 if Vince, I guess, whatever it was, a week 19 out to Vince to try to get him involved, right?
20 before, days before Liz went ahead and sent us 20 MS. DE ALEJO: Object to form.
21 the contract, he would have said, Eddie, I want 21 A. A hundred percent. A hundred percent.
22 this much commission, I would have told Liz, 22 Q. Except not this time, right?
23 Liz, this is our net and Vince wants this much 23 MS. DE ALEJO: Object to form.
24 commission. 24 A. Yes. Yes. Yes. He reached out. You
25 So make sure the commission is added 25 saw the e-mail. He said, Good luck. I don't
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1 want any part of this. He had the phone 1 Q. Did -- is that -- do you understand
2 conversation with me. 2 this to be a group text between you, Adriana and
3 He said, I don't want any part of 3 Liz Diaz?
4 this. You deal with it. He said the same thing 4 A. Yes. That's what I see here.
5 to Liz. How many times do we have to hear the 5 Q. Okay. And you asked Liz on
6 same thing from an individual? 6 March 17th, Are you available to meet tomorrow
7 I don't want any part of this. What 7 at 12:00 p.m., right?
8 he didn't say, which I gathered from, is I'm 8 A. Right. I see that.
9 going to run for Mayor. I have better things to 9 Q. Okay. And then further down in the
10 do with my life. I mean -- 10 thread Liz writes: Is there something I should
11 Q. After -- after the conversation with 11 worry about?
12 Liz, you did not let Vince know that you had 12 A. Okay.
13 been able to come to an agreement after one 13 Q. Do you understand why Liz wrote that?
14 phone conversation, right? 14 A. No.
15 MS. DE ALEJO: Object to form. 15 Q. Okay. So do you have any idea what
16 A. I'm sorry. I have answered that, 16 that meant?
17 Jessica. I told you based on the e-mail and 17 A. Well, in real estate, whenever you're
18 texts before and the conversations we had, there 18 negotiating a contract, and you haven't an
19 was no need anymore. He didn't want any part of 19 executed a contract, you're always nervous
20 it. He told Liz the same thing. 20 about -- you're always nervous. Like I said --
21 Q. No, he didn't. 21 Q. Eddie, I think when you tap your desk,
22 A. Yeah. The phone. Not after we -- not 22 it makes it hard for us to hear you.
23 after the contract was sent by Liz, no. I did 23 A. So in real estate you're always
24 not reach out to Vince again. 24 nervous about the appraisal. You're always
25 Q. Okay. Thank you. 25 nervous about the instructions. You're always
Page 191 Page 193
1 A. And he never reached out to me either, 1 worried about everything until it closes.
2 or Liz, to follow up. He never did. He didn't 2 But brokers deal with it in a
3 want any part of it. 3 different way. I don't get emotional. I don't
4 Q. Eddie, after you spoke with Liz she 4 get emotional. She was worried that maybe
5 sent you a revised contract? 5 something was wrong.
6 A. She sent me a new contract. She sent 6 That, I guess, I gathered from her
7 me a new contract prepared by -- by the buyer's 7 text. I don't get emotional. I mean, brokers
8 attorney and reviewed by the buyer and her, a 8 deal with challenges on contracts in their own
9 new contract, not revised, new contract. 9 ways. Challenge us in a very bad way and a
10 Q. Well, then let's go to Tab 13. 10 disgusting way but here we are.
11 A. 13? What number, please? 11 Q. So was Liz -- did you understand Liz
12 Q. I -- I'm going to tell you just like I 12 to be asking whether there was going to be a
13 have every single other one. 13 problem with any of the terms?
14 A. Thank you. You have been very good 14 MS. DE ALEJO: Object to form.
15 with that. 15 A. I answered it. I -- I don't know what
16 Q. 13 is AIO357 to 370 and it's a text. 16 she was thinking but I imagine that's what it
17 A. Give me a minute. AIO357. Give me a 17 was. I didn't know what she was thinking what
18 second. Still looking. Okay. Go ahead. 18 she was worried about. She doesn't say it on
19 Q. Okay. This is -- this is going to be 19 the text here.
20 entered as Exhibit 13, please. 20 Q. I -- I -- I've never asked you to tell
21 (Text was marked as Exhibit 13 for 21 me what was in someone else's head. I only ever
22 identification.) 22 want to know what was in your head. And if you
23 Q. On the top of AIO367 there's a text 23 don't know, then you don't know.
24 from you to Liz dated March 17, 2019, right? 24 A. I don't know. I answered I don't
25 A. Okay. 25 know.
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1 Q. Why did you want to meet with 1 (On the Record.)
2 Elizabeth on -- on March 18th at 12:00 p.m.? 2 Q. So then on AIO369 Liz writes at the
3 A. To discuss the terms, to make sure 3 top: I sent you both an e-mail with the
4 that everything is in line. 4 documents so that you had replaced the pages
5 Q. And then the next text, which is at 5 with the changes. What is Liz saying in this
6 the top of AIO368. 6 text?
7 A. Okay. 7 A. I sent you both an e-mail with the
8 Q. It says, I spoke with Alex. Would you 8 documents that you had replaced the pages with
9 both like to call me to talk? 9 the changes. I would like to come by in the
10 A. Okay. 10 morning. No. No. I'm sorry. I'm reading to
11 Q. And then she says: Could you send me 11 myself again. I apologize.
12 the floor plans so I can see how many square 12 Basically yeah, she sent the addendums
13 feet are in suite 201 so I can add it to the 13 to the -- to the contract that were needed for
14 contract, please. 14 us to execute it.
15 A. Right. Yes. That by the way, that -- 15 Q. Okay. What do you mean by that, what
16 that was a suite that we were -- 16 addendum?
17 MS. DE ALEJO: Eddie, Eddie, let -- 17 A. Where there was a lease back, where it
18 just let Jessica ask the question. Let her 18 had to do with what space in the building we're
19 ask the question. 19 going to use apart from our suite, where it was
20 A. Okay. Sorry. Sorry. 20 how many parking spaces we were going to have to
21 Q. Was this because Alex Alvarez had 21 park, parts of the contract.
22 agreed to allow All In One to leave suite 201? 22 Q. Okay. So when she said I sent you
23 A. Once we received the contract in 23 both an e-mail with the documents, is she
24 writing, and we saw the terms and it was signed 24 referring to the contract or something else?
25 by him, that's when we knew he had accepted it. 25 A. It -- it must be the contract. I
Page 195 Page 197
1 I don't go based on texts or e-mails until I see 1 don't see how it is anything else.
2 it in writing. 2 Q. Okay. So when you say -- when you say
3 Q. Okay. So what did Liz mean by this 3 addendum, are you referring to a revised
4 text? Maybe that will work better. 4 contract?
5 A. He's asking for information. I guess 5 A. No. You have -- you have a contract
6 so they can prepare the contract. She's asking 6 and then sometimes you want to add something to
7 for a floor plan. She's asking for the four 7 the contract so you write an addendum. And you
8 year re-cert -- the four-year certification. 8 write -- you add that addendum to the contract.
9 Q. Eddie, Liz asked you for the floor 9 Q. Okay.
10 plans so she can see how many square feet are in 10 A. To start a new contract or revise the
11 suite 201. Does this have something to do with 11 contract itself, you're just adding an addendum.
12 All In One leasing suite 201? 12 Q. And is that what you did here?
13 A. Yes. Correct. 13 A. I'm sure we added the addendum to the
14 Q. So was Liz -- was Liz going to add 14 contract.
15 into the contract that All In One was going to 15 Q. Okay. Top of 370 you have, Please
16 lease suite 201? 16 e-mail me the e-mail from last year when Vince
17 A. We wouldn't have -- we wouldn't have 17 mentioned we can negotiate together.
18 signed any contract unless that was one of the 18 A. Okay.
19 terms in the contract. It had to be in the 19 Q. Why did you ask Liz for this?
20 contract. 20 A. For multiple times that I kept on
21 Q. Okay. And so Liz through this text is 21 reaching out to Vince and I wanted to make sure
22 telling you that she was going to add that into 22 that he hadn't changed his mind and he didn't
23 the contract, right? 23 change his mind.
24 A. Basically, yes. 24 Q. What do you -- I'm sorry, I didn't
25 (Off the Record.) 25 understand that answer. When you said that you
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1 wanted to make sure he didn't change his mind, 1 was to us, to be in a business relationship with
2 what do you mean by that? 2 a future Mayor of Coral Gables, and what that
3 A. Didn't change his mind that he wanted 3 entails.
4 to be a part of it now. I mean, people wake up 4 Q. So you wanted to make sure that Vince
5 in the morning, they have a different way of 5 would not be upset, right?
6 thinking. 6 MS. DE ALEJO: Object to form.
7 Vince after the text of June 2018, he 7 A. I was actually concerned that he was
8 didn't want to be a part of it. And he 8 already getting upset at me reaching out to him
9 continued with the same wishes throughout the 9 so many times. And Liz reaching out to me so
10 whole process until we both -- 10 many times. I was concerned.
11 He said, I don't want to be part of 11 Quite frankly, I didn't think this
12 it. And he said to Liz, I don't want to be part 12 would end up the way it did. But after that
13 of it. You guys negotiate. In other words, 13 group text, it changed Vince's way of thinking
14 don't bother me anymore. 14 100 percent. He had a bigger fish to fry,
15 Q. Okay. So why -- why did you -- why 15 politician, his recognition and name. And he
16 did you want Liz to e-mail you the e-mail where 16 didn't want to be a part of this.
17 Vince said that? 17 Q. Did Liz e-mail you the e-mail that you
18 MS. DE ALEJO: Object to form. 18 requested?
19 A. I've been pretty clear, I wanted to 19 A. I got to go through the e-mails, but
20 make sure she had had the conversation with 20 I -- I remember her telling us that she spoke to
21 Vince and she did, and she told me that she did 21 Vince.
22 and that Vince didn't want to be a part of it. 22 Q. And so you were satisfied --
23 I mean, again, I wanted the business 23 A. And I saw that -- I saw where she --
24 relationship to continue with Vince. He didn't 24 Vince tells her deal directly with Eddie and
25 want to be a part of it. 25 where Vince tells me good luck. I mean --
Page 199 Page 201
1 Q. Were you concerned at this point that 1 Q. So when you asked Liz to send you this
2 you were going to upset Vince by not including 2 e-mail, were you concerned of whether you
3 him? 3 were -- hold on a second. Let me ask the
4 A. I was being ethical. I was being a 4 question.
5 good business professional until he didn't want 5 Were you -- were you unsure of whether
6 to be a part of it in the last conversation in 6 you were allowed to negotiate and leave Vince
7 the text. I mean, there's only so much I could 7 out of it?
8 do. 8 MS. DE ALEJO: Object to form.
9 Q. Okay. So -- so is -- is that a no, 9 A. No. No. I was not unsure. She told
10 you were not concerned at this point that Vince 10 me that she had spoken to Vince and she also
11 would be upset? 11 referred to the e-mail in 2018.
12 A. I am always concerned about business 12 Q. Right. But was that -- was that
13 relationships if they don't go forward. No. I 13 before or after you sent this text to Liz?
14 was not concerned because he wasn't concerned. 14 A. No. That was during -- after and
15 He didn't care. He didn't think nothing. He 15 before. I continued to ask.
16 didn't want to be a part of it. Why would I be 16 Q. Okay. So -- so when you -- did she
17 concerned about something that the person is not 17 tell you that she had spoken to Vince before you
18 concerned about? 18 asked her to forward you the e-mail?
19 Q. Well, I don't know. You were just 19 A. She did 100 percent.
20 about to sign the contract and then you asked 20 Q. So then why did you ask her to send
21 for an e-mail from last year from Vince. And 21 you a copy of the e-mail is my question.
22 I'm trying to understand why. 22 MS. DE ALEJO: Object to form.
23 A. For multiple reasons I've explained, 23 A. I think I answered that question
24 Jessica. Come on. I've explained it multiple 24 already. She referred to the e-mail of 2018
25 times how important this business relationship 25 that we already spoke about and went over.
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Page 202 Page 204
1 Q. Eddie, I asked why did you send this 1 to me. Do you recall receiving this e-mail,
2 text to Liz and you said she referred to the 2 Eddie?
3 e-mail in 2018. That doesn't make any sense. 3 A. Yes.
4 I'm asking you -- 4 Q. And do you recall that she attached a
5 A. Yes, it does. Yes, it does. 5 signed version of the purchase and sale
6 Q. Why did you ask her to send you a copy 6 agreement?
7 of the e-mail? 7 A. Based on the e-mail she sent, yes.
8 A. Because I wanted to make sure, again, 8 There -- there probably was an attachment of the
9 that she had spoken to Vince. This is just me 9 contract which I have here. Give me one second,
10 being extra cautious. 10 please.
11 This is me making sure that all the 11 Q. I'm sorry?
12 boxes have been checked. This is me making sure 12 A. I have it in Diaz 170.
13 that the business relationship will continue, 13 Q. Right. And when she says especially
14 the way it was before that group text came in in 14 with no drama, what is that a reference to if
15 June. That's all. 15 you know?
16 It was just me checking boxes over and 16 A. I never told her about the group text
17 over and over and over and over. 17 and everything that Manny was doing throughout.
18 Q. Okay. Thank you. Now, let's go to 18 But I can only imagine again, I don't know what
19 Tab 14. 19 she meant by that, but I can only imagine that
20 A. Okay. I'm sure you're going to tell 20 she was referring to when she was dealing with
21 me what number. 21 Manny and Vince.
22 Q. It's Diaz 169 to 191. 22 That's what I gathered from that. I
23 A. Let me look for it. Let me look for 23 never told her about the group text during this
24 it. One second. What number? 24 time, or ever.
25 Q. Diaz 169 to -- 25 Q. Okay.
Page 203 Page 205
1 A. Okay. I'm here. 1 A. The well was poisoned by Manny. That
2 Q. -- 191. 2 is the challenge here. It was poisoned by him,
3 A. Okay. 3 period. That's it. He poisoned it and he
4 Q. Okay. And this is going to be 4 continues to poison it.
5 Exhibit 14, please. 5 During this litigation he continued to
6 (E-mail was marked as Exhibit 14 for 6 poison it. He poisoned it today. He did it
7 identification.) 7 again today. That's his MO. Okay. Go ahead.
8 A. Okay. 8 Q. So is it true that you, you -- and --
9 Q. Liz says in this e-mail: I'm so glad 9 and by you I mean All In One --
10 we finally got this signed and especially with 10 MS. DE ALEJO: Well, he's here today
11 no drama. 11 on his personal, not as a fact witness, not
12 A. Right. 12 on behalf of the Corporation.
13 Q. And she attaches to her e-mail a 13 Q. -- that you signed the contract on
14 signed copy of the purchase and sale agreement 14 March 19, 2019?
15 between you and Alex Alvarez, right? 15 A. Give me one second, please. Give me a
16 A. Okay. 16 second.
17 Q. Is that right? 17 Q. It's on Diaz 189.
18 MS. DE ALEJO: I don't see that it 18 A. I see the signatures here. I see
19 shows that -- that -- I don't see that this 19 March 19, yes. And Diaz 189. Yes.
20 has an attachment to it. 20 Q. Okay. And above your signature on
21 I don't know if you just created the 21 Diaz 189 is Alejandro Alvarez's signature,
22 attachment. But the e-mail doesn't reflect 22 right?
23 that there is an attachment to this 23 A. Correct.
24 document. 24 Q. And his signature is dated March 14,
25 Q. Okay. This is how is it was produced 25 2019?
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Page 206 Page 208
1 A. Yes. 1 quite frankly, I didn't want to bother him. He
2 Q. Is that right? 2 didn't follow-up.
3 A. Yes. That's what I see here, yes. 3 Q. You -- you didn't feel any obligation
4 Yes. 4 to let him know?
5 Q. Okay. And so Vince -- you had a 5 MS. DE ALEJO: Object to form.
6 conversation with Vince on March 13, 2019, 6 A. He didn't want us to reach out to him
7 right? 7 anymore. If not he would have reached out to
8 A. Okay. Yes. 8 me. If not he wouldn't have sent her that text
9 Q. And you signed the contract on March 9 or he would have called me and said, Hey, Eddie,
10 19, 2019, right? 10 like I mentioned, go ahead and negotiate with
11 A. Right. 11 this but make sure my X amount of commission,
12 Q. So -- 12 whatever he wanted is on that contract. And he
13 A. Yes. 13 didn't. It's a simple phone call, a simple
14 Q. Was that a -- a considered a 14 text.
15 negotiation from -- from between those few days? 15 Q. So if Vince had reached out to you
16 MS. DE ALEJO: Object to form. 16 about the sale of the property, would you have
17 A. The agent representing the buyer 17 responded to him?
18 understood what our terms were and what our net 18 A. I responded every time he reached out.
19 was and all the difference, addendums and 19 Of course. Of course. Yes. I responded
20 clauses that were needed in the contract, 20 every -- every time. I even reached out to him
21 including the lease back. And that's why she 21 myself.
22 moved quickly. 22 Q. When was that?
23 But at no time did she want us to 23 A. Come on. Throughout the whole process
24 answer after presenting the contract to us by 24 look at all the e-mails and texts.
25 the end of that business day, she wasn't 25 Q. Okay. I'm talking after March 19th.
Page 207 Page 209
1 bullying us. She wasn't confrontational. 1 A. No. No. He didn't want to. No. No.
2 She was just doing her job. And once 2 That was it. He was done. That was his last
3 we reviewed the contract and met everything we 3 conversation, his last text, his last e-mail in
4 were asking for, we executed it. 4 reference to this.
5 Q. So there wasn't a lot of back and 5 He was very clear with Liz and me.
6 forth between you at that point, right? 6 Leave me out of this. Jessica, he's going to
7 MS. DE ALEJO: Object. 7 run for Mayor.
8 A. Between her and I, Vince and Manny 8 Q. And did you have any understanding
9 until he went crazy on us, there was a lot of 9 that Liz let Vince know that you guys had signed
10 back and forth. There was an understanding. 10 the contract?
11 And then when Vince a hundred percent said, 11 A. No. No. I didn't ask her.
12 Leave me out of it, we were very clear with Liz 12 Q. Did you ever tell Manny that -- after
13 what we did on our contract. 13 this that you had signed the contract?
14 That doesn't mean back and forth. 14 A. Who? Who? Who do you want me to
15 When people are listening to what you're asking 15 tell?
16 for, period, and we want to make it happen. 16 Q. Eddie, let's stay focused and let's
17 There's no need to be that much back and forth. 17 just finish.
18 It's not a person going to Mars. It's 18 A. Just repeat the question. Go ahead.
19 simply negotiations that happen every day. Even 19 Q. Did you tell Manny Chamizo that you
20 if it was million of dollars being exchanged 20 had signed this contract?
21 every day in the United States. It's not 21 A. You mean your client that this came
22 difficult. 22 into this call and called me a liar, and has
23 Q. Did you -- did you speak to Vince 23 been sending all these letters and e-mails to
24 after you signed the contract on March 19? 24 me? I didn't because he never really reached
25 A. I did not. He never followed up. And 25 out to us except to bully us, harass us,
53 (Pages 206 - 209)
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Page 210 Page 212
1 intimidate us and all the things he did. 1 saved $200,000, right?
2 He never sent me a letter or an e-mail 2 MS. DE ALEJO: Object to form.
3 saying, hey, Eddie, how did the negotiation go. 3 A. I've answered this question multiple
4 No, everything was just horrible 4 times. We had our net. Anything they wanted to
5 stuff, and the things he was saying about my 5 put on top of our net, any broker, not only
6 daughter and my wife. Please don't bring him in 6 Vince and Manny, any broker could do it. We had
7 anymore up. He chose the role -- he chose his 7 our net.
8 role. 8 Q. Before -- before you -- before
9 Q. Eddie, I -- I believe that you 9 canceled the contract that -- that Manny and
10 testified that he hadn't said anything else to 10 Vince had been negotiating in June --
11 you at this time in March. And that's the time 11 A. We didn't cancel. We just didn't sign
12 period that we're talking about. 12 it. We never canceled the contract. We didn't
13 So I -- I think that you're conflating 13 accept it. We didn't go through with it.
14 the issues here. I'm asking about -- 14 Q. Before you didn't accept the contract
15 MS. DE ALEJO: And I don't think -- I 15 in June 2018 that Manny and Vince had been
16 don't he's conflating. I think this has 16 negotiating?
17 been a long day. This is the most he's been 17 A. Right.
18 in anything in a very long time. 18 Q. It -- it would have cost $200,000 to
19 So please give him some, you know, 19 pay the commission, right?
20 leeway here. I mean, come on. This is -- 20 A. It wouldn't have cost us anything. It
21 it's 7:00 now, Jessica. This was supposed 21 wouldn't have cost us anything because we wanted
22 to be a few hours you told me. 22 our net. So us it wouldn't have cost us
23 Q. Well, I think we know why this wasn't 23 anything.
24 a few hours, Alex. It is not my fault. 24 It would have cost the buyer. Because
25 MS. DE ALEJO: Let's just stop. Let's 25 the buyer would have paid the higher sales
Page 211 Page 213
1 get back on track. Jessica, ask your 1 price.
2 questions. Eddie will answer them. 2 Q. Well, the -- the contract that you
3 Q. Thanks. Eddie, do you think you 3 decided not to accept, provided for --
4 violated the Realtor's code of ethics when you 4 A. Right. That we didn't agree to the
5 bypassed Manny? 5 terms.
6 A. Absolutely -- absolutely not. There's 6 MS. DE ALEJO: Eddie, Eddie, let her
7 many criminal laws that he's violated but that's 7 finish the question, please.
8 another story. 8 A. Sorry.
9 Q. How much profit did you make from your 9 Q. So the contract that we discussed that
10 sale of the profit -- property? 10 we looked at today, and -- and that you -- you
11 A. Jessica, off the top of my head I 11 confirmed that it said that the seller would pay
12 don't know. 12 a commission of $200,000, do you remember that
13 Q. You don't know how much profit you 13 testimony?
14 made from the property? 14 A. Okay. Yes.
15 A. No, Jessica. I would have to look at 15 Q. And so by not paying that commission,
16 the books, in two years. 16 you saved $200,000, right?
17 Q. Okay. So sitting here today, you 17 MS. DE ALEJO: Object to form.
18 don't remember whether you made millions of 18 A. We never agreed to the terms because
19 dollars in a profit from this sale? 19 we weren't going to net what we needed to net.
20 A. When it was all said and done after 20 Anything on top would have been fine.
21 the renovation, after the taxes, after 21 Q. Okay. Let's take a short break.
22 everything that went -- that we did, it wasn't 22 A. Okay.
23 millions plural. It was under a million, if 23 (Recess.)
24 anything. 24 Q. Alrighty. Just about done. Eddie,
25 Q. And by not paying a commission, you 25 have you ever been arrested?
54 (Pages 210 - 213)
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Page 214 Page 216
1 A. No. 1 it in the beginning.
2 Q. Okay. 2 A. Go ahead.
3 A. Not -- not as of 18-years-old. As a 3 Q. Is it -- in your experience in
4 minor, under 18, there was a couple coincidences 4 commercial real estate purchases, is it
5 but to felonies, no criminal record, nothing. 5 typically the seller who pays the commission?
6 Q. Okay. What were you arrested for as a 6 MS. DE ALEJO: Object to form.
7 minor? 7 A. As I answered before, every contract
8 A. That -- that's my personal 8 is different.
9 information. I -- I don't want to answer it. I 9 Q. Okay.
10 was 16, 17. My personal information. 10 A. Is it typically? Typically, it
11 I don't think it has anything to do 11 depends on who's negotiating. It could be the
12 with this case. I mean, I'm 55-years-old. 12 buyer. If the buyer wants the property bad
13 Q. I -- I -- I understand that, Eddie. 13 enough and the seller is not willing to pay a
14 But I -- I -- 14 commission, it could be anybody.
15 A. In the 3251. Let's stay with that, 15 Q. Okay. So have you ever been a part of
16 with this suit. Let's stick with that. Ask me 16 a -- okay. Let -- let me ask.
17 any questions you want. 17 A. Go ahead.
18 Q. This is -- this is the end. And -- 18 Q. Have you ever been a part of a
19 and we're done. 19 commercial transaction where the buyer has paid
20 A. Okay. Wait a minute. I would like to 20 the seller's broker's commission?
21 add that Chamizo -- 21 A. I -- I answered this at the beginning.
22 MS. DE ALEJO: Eddie, Eddie, we 22 I've been involved in three transactions.
23 don't -- we don't need to get into anything. 23 Q. And?
24 Let's just answer the questions and then we 24 A. The answer is no.
25 can go from there. 25 Q. Thank you. Okay. I have no further
Page 215 Page 217
1 A. Okay. Okay. 1 questions.
2 Q. Eddie, I have to ask you -- I have to 2 A. Great.
3 ask you what you were arrested for. 3 MS. DE ALEJO: Okay. I have no
4 A. Back then, no. 4 questions. We're going to read.
5 MS. DE ALEJO: If he's not going to 5 MS. FISHFELD: Yes, please.
6 say it then, if you want to move to compel, 6 MS. DE ALEJO: Not at this time.
7 it's fine but certify the question. 7 (Witness requests reading of
8 A. It was a fight at a club when I was 8 transcript.)
9 16. And I didn't even start it. 9 (Deposition concluded at 7:04 p.m.)
10 Q. Okay. Was anyone injured? 10
11 A. I was. I was. But nobody else was 11
12 injured. 12
13 Q. Okay. 13
14 A. Are you aware of the e-mail that your 14
15 client sent to EPR with all the different cases 15
16 that I have been involved in, counterfeit, 16
17 credit counterfeit, fraud? 17
18 Q. Eddie, Eddie, I have to stop you. 18
19 A. Never mind. I just thought you would 19
20 like to know that. That's all. Go ahead. And 20
21 it was just recently, by the way. It was within 21
22 the last month during this civil lawsuit. 22
23 Q. Okay. Thank you. So I -- I want to 23
24 be done but there is one question that we need 24
25 to clean up because we kind of had problems with 25
55 (Pages 214 - 217)
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Page 218 Page 220
1 1 Alexandra de Alego, Esq. July 28, 2021
2 CERTIFICATE OF OATH OF WITNESS 2 Alexandra.dealego@gray-robinson.com
3 3 RE: MDLV vs. All In One Investment Properties, LLC
4 STATE OF FLORIDA ) July 15, 2021, Eduardo Fernandez, 4672508
) SS. 4
5 COUNTY OF MIAMI-DADE )
5 The above-referenced transcript is available for
6
6 review.
7 I, Carol Hill Weng, FPR, RMR, CRR, CMRS, CRI, CPE,
7 Eduardo Fernandez should read the testimony to
8 Notary Public in and for the State of Florida at Large,
9 certify that the witness, Eduardo Fernandez, appeared 8 verify its accuracy. If there are any changes, Eduardo
10 before me via videoconference on July 15, 2021, and was 9 Fernandez should note those with the reason on the
11 remotely sworn by me. 10 attached Errata Sheet.
12 WITNESS my hand and official seal this July 28, 11 Eduardo Fernandez should, please, date and sign
13 2021. 12 the Errata Sheet and mail the deposing attorney as well
14 13 as to Veritext at Transcript-fl@veritext.com and copies
15 14 will be emailed to all ordering parties.
<%3591,Signature%> 15 It is suggested that the competed errata be
16 ____________________________________________ 16 returned 30 days from receipt of testimony, as
Carol Hill Weng, FPR, RMR, CRR, CMRS, 17 considered reasonable under Federal rules*, however,
17 CRI, CPE 18 there is no Florida statute to this regard.
Notary Public, State of Florida at Large
19 If the witness fails to do so, the transcript may
18
20 be used as if signed.
19
20 21 Yours,
21 Personally known - No 22 Veritext Legal Solutions
22 Type of identification produced: Driver's License 23
23 24 *Federal Civil Procedure Rule 30(e) Florida Civil
24 Procedure Rule 1.310(e).
25 25
Page 219 Page 221
1 REPORTER'S DEPOSITION CERTIFICATE 1 ERRATA SHEET
2 2 RE: MDLV vs. All In One Investment Properties
3 I, Carol Hill Weng, FPR, RMR, CRR, CMRS, CPE, CRI, DEPO OF: Eduardo Fernandez
3 TAKEN: July 15, 2021
4 certify that I was authorized to and did
4 DO NOT WRITE ON TRANSCRIPT. ENTER ANY CHANGES HERE
5 stenographically report the deposition of Eduardo
5 Page #| Line #| Change | Reason
6 Fernandez, the witness herein on July 15, 2021; that a 6 _______| ______| ____________________|____________
7 review of the transcript is required; that the 7 _______| ______| ____________________|____________
8 foregoing pages are a true and complete record of my 8 _______| ______| ____________________|____________
9 stenographic notes of the deposition of said witness; 9 _______| ______| ____________________|____________
10 and that this computer-assisted transcript was prepared 10 _______| ______| ____________________|____________
11 under my supervision. 11 _______| ______| ____________________|____________
12 I further certify that I am not a relative, 12 _______| ______| ____________________|____________
13 _______| ______| ____________________|____________
13 employee, attorney or counsel of any of the parties,
14 _______| ______| ____________________|____________
14 nor am I a relative or employee of any of the parties'
15 _______| ______| ____________________|____________
15 attorney or counsel connected with the action. 16 _______| ______| ____________________|____________
16 DATED this July 28, 2021. 17 _______| ______| ____________________|____________
17 18 _______| ______| ____________________|____________
18 19 _______| ______| ____________________|____________
19 20 _______| ______| ____________________|____________
20 21 State of Florida)
21 County of )
22
22
Under penalties of perjury, I declare that I have read
<%3591,Signature%>
23 by deposition transcript, and it is true and correct
23 _______________________________ subject to any changes in form or substance entered
Carol Hill Weng, FPR, RMR, CRR 24 here.
24 CMRS, CPE, CRI ________________ _______________________________
25 25 Date Eduardo Fernandez
56 (Pages 218 - 221)

800-726-7007 305-376-8800

Depositions from Adriana and Eddy Fernandez in Coral Gables real estate case involving Vince Lago

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Depositions from Adriana and Eddy Fernandez in Coral Gables real estate case involving Vince Lago

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Filing # 171062203 E-Filed 04/14/2023 05:13:04 PM

IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT

MDLV, LLC a Florida limited liability

ALL IN ONE INVESTMENT

NOTICE OF FILING DEPOSITION TRANSCRIPTS

One Investment Properties, LLC’s corporate representative as Exhibit B; and

3. July 15, 2021 deposition transcript of Eduardo Fernandez as Exhibit C.

[THE REST OF THIS PAGE WAS LEFT INTENTIONALLY BLANK]

Date: April 14, 2023 Respectfully submitted,

By: /s/ Jessica Johnson Fishfeld

Attorneys for Plaintiffs

ALEXANDRA DE ALEJO, ESQ.

/s/ Gabriel A. Diaz

1 IN THE CIRCUIT COURT OF THE

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1 IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT

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