eFiled

4/2/2024 4:43:44 PM
Superior Court
of the District of Columbia

IN THE SUPERIOR COURT OF THE DISTRICT OF COLUMBIA

(Civil Division)

TOWN2.0 LLC,
A District of Columbia Limited Liability Company, )
1301 Rhode Island Avenue, N.W., Unit 3, )
Washington, D.C. 20005, )
)
Plaintiff,

V. ) Civil Action No. 2024-CAB-002080

) Calendar
JEMAL'S SANCTUARY L.L.C., ) Judge
A District of Columbia Limited Liability Company, )
655 New York Avenue, N.W., Suite 830,
Washington, D.C. 20001,
SERVE: )
LPRA Inc., Registered Agent, )
4725 Wisconsin Avenue, N.W., Suite 250,
Washington, D.C. 20016, )
)
Defendant.

COMPLAINT
(Breach of Contract; Negligent Misrepresentation;
Declaratory JJudgment; Unjust Enrichment)

Plaintiff Town2.0 LLC (hereinafter, "Town2.0"), by and through its undersigned counsel

and pursuant to the Rules of this Court, hereby states its Complaint against Defendant Jemal's

Sanctuary, L.L.C. ("Jemal's"), as follows.

Introduction

The former Saint Phillips Baptist Church at 1001 N. Capitol Street, N.E., depicted in the

photograph below, is a historic structure built in approximately 1892. Town2.0 entered into a

Lease in September 2019 to operate a high-quality dance hall/nightclub on the site. Prior to Town2.0

being able to take possession and begin the process of Lease commencement, Jemal's was obligated

to perform certain critical "Landlord Work" regarding the Premises, including but not limited to

assuring a 150 Ib. per sq. ft. load level for the Premises, replacement of the roof and roof membrane,
re-pointing of the brick, repair and replacement of cornices and chimney, and assuring the

structural soundness of the Bell Tower, load-bearing walls, exterior walls, foundation and roof –

all items obviously crucial to being able to accommodate safely all the patrons of a busy nightclub.

The Lease stated an anticipated delivery date and resulting Lease Commencement Date of September

1, 2020, contingent on Jemal’s fulfilling its obligations including specific “Landlord Work.” Now,

more than five years after the initial negotiations started and well over three years past the anticipated

delivery date, Jemal’s has not performed. On January 30, 2024, Jemal’s sent documentation – dated

November 2023 but not provided for several months – demonstrating that it has not performed and is

unable or unwilling to perform.

In reliance on Jemal’s many promises over the years, Town2.0 advanced $137,500.00 in

Security Deposit and Base Monthly Rent for the anticipated Lease arrangement, and incurred

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hundreds of thousands of dollars in additional expense. All told, Town2.0’s out of pocket expenses

and damages exceed $450,000.00. Because there has been a complete failure of consideration, an

anticipatory repudiation, unreasonable delays, and other malfeasance and nonfeasance by Jemal’s,

because of the life safety issues posed by an 1892 structure not structurally sound as required, and

because Jemal’s has refused to acknowledge the circumstances, Town2.0 brings this lawsuit to

recover damages and obtain the other relief that is appropriate to the situation presented.

Parties and Jurisdiction

1. Town2.0 is a District of Columbia Limited Liability Company, maintaining offices in

the District as set forth above, and is duly authorized to transact business in the District of Columbia

and to bring this lawsuit.

2. Jemal’s is a District of Columbia Limited Liability Company maintaining its principal

offices in the District of Columbia as set forth above. At all relevant times, Jemal’s transacted

business regularly in the District of Columbia and owns the District of Columbia real property and

improvements identified as the “Premises” in the Lease that is the subject of this lawsuit.

3. This Court has jurisdiction over these parties and these matters pursuant to D.C. Code

§§ 11-921, 13-422, and/or 13-423. Furthermore, in the Lease that is the subject of this lawsuit,

both parties consented to this Court’s exercise of personal jurisdiction over them.

Factual Background
The Lease Between the Parties

4. Jemal’s is the owner of the real property and improvements located in the District of

Columbia and identified as 1001 N. Capitol Street, N.E. and 10 K Street, N.E. (the “Premises”).

5. After extended discussions and negotiations starting in early 2019, Town2.0 and

Jemal’s entered into an Agreement of Lease regarding the Premises on or about September 3, 2019.

A copy of the Agreement of Lease is attached hereto and made a part hereof as Exhibit “A.” Town2.0

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and Jemal’s also entered into a First Amendment to Agreement of Lease with an Effective Date of

December 21, 2019, a copy of which is attached hereto and made a part hereof as Exhibit “B.”

Town2.0 and Jemal’s also entered into a Second Amendment to Agreement of Lease with an Effective

Date of June 19, 2020, a copy of which is attached hereto and made a part hereof as Exhibit “C.” The

Lease (Ex. A) and Amendments (Exs. B and C) are referred to collectively herein as the “Lease.”

6. The Lease provided for a “Permitted Use” that was “for the purpose of conducting

therein a high-quality dance hall/nightclub…” (Ex. A at 7, Article 8(A).)

7. The Property and Premises include a historic structure formerly utilized for the Saint

Phillip’s Baptist Church (Lot 0802 in Square 0674), located at the corner of North Capitol and K

Streets, N.E., constructed approximately 130 years ago in the late Nineteenth Century. The Property

and Premises are listed on the District of Columbia Inventory of Historic Sites. The structure has a

red brick façade and many stained glass windows, a basement area, and an adjacent townhouse. As

such, significant structural and other rehabilitation work was required as a precondition for the Lease

Commencement Date, and significant maintenance, remediation, security, and repair was required of

Jemal’s pending and as a condition precedent to any actual Lease Commencement Date.

8. The Lease provides for a 20-year Term, contingent and commencing on delivery of

possession of the Premises to Town2.0 in the condition required by Article 7 and Exhibit “F” to the

Lease. Under Article 2 of the Lease, the Lease Commencement Date was “anticipated to occur during

the month of February, 2020.” Possession of the Premises was never delivered to Town2.0 in the

required condition, the conditions precedent to Lease Commencement Date have not taken place, and

Lease Commencement Date has not occurred.

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 9. Article 41(A) of the Lease (“Time”) further provides that “[e]xcept as expressly

otherwise herein provided, with respect to all requires acts of Landlord and Tenant, time is of the

essence in this Lease.” (Ex. A at 35.)

10. Article 7 of the Lease provided that the Lease Commencement Date was contingent

on Jemal’s having performed “those certain improvements described in Exhibit F attached hereto

substantially complete (but for minor punchlist items) (the ‘Landlord Work’)” and, in turn, Lease

Exhibit “F” provided as follows:

LANDLORD WORK

(1) Perform such repairs or replacements (recognizing that Landlord shall not be
required to restore any drywall or plaster removed in order for Landlord to perform the Landlord
Work under this exhibit nor shall Landlord have any obligation for the stairs) in order to assure a
150 lb. per sq. ft. load level for both the 1st and 2nd floors of the Premises;

(2) replace the roof and roof membrane of the Premises;

(3) re-point the brick on the Building.

(4) repair/replace cornices and chimney as necessary.

(5) assure that any load-bearing walls, exterior walls, foundation and roof are
structurally sound.

11. By the Second Amendment to the Lease (dated June 17, 2020), Jemal’s agreed to

complete additional “Landlord’s Work” as shown in Exhibit A of that document, including additional

underpinning of the walls essential for structural stability and soundness needed for the proposed Use

and Operations. (The Lease uses the term “Landlord Work” and the Second Amendment to the Lease

uses the term “Landlord’s Work”; those terms may be used interchangeably herein, and each refers

to the “Landlord Work” as set forth in the Lease and amended by the Second Amendment to Lease.)

12. As amended by the Second Amendment, the Lease provided for an “anticipated

delivery date and resulting Lease Commencement Date” of “September 1, 2020; provided, however,

the Lease Commencement Date shall not occur until Landlord delivers possession of the Premises as
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required in Article 7 and Exhibit F of the Lease, as amended by this Second Amendment.” (Ex. C at

1, § 1, and Exhibit A thereto; italics in original.)

13. This Complaint is being filed over five years after the underlying negotiations, over

four years since execution of the Lease, and over three years past the amended “anticipated delivery

date and resulting Lease Commencement Date” of September 1, 2020, possession of the Premises

was never delivered to Town2.0 in the required condition, the conditions precedent to Lease

Commencement Date have not taken place, and the Lease Commencement Date has not occurred.

14. In Section 3 of the June 2020 Second Amendment, Town2.0 also confirmed that the

Liquor License Contingency found in the Lease had been satisfied. (Ex. C at 2, § 3), and the

anticipated September 1, 2020 Lease Commencement Date was, therefore, agreed upon with the

understanding that securing a liquor license was no longer an impediment to the eventual operation

of the anticipated nightclub, and all of Landlord’s Work could proceed in earnest.

Town2.0’s Effort and Expense in Reliance on Jemal’s Performance of its Obligations

15. In reliance on Jemal’s performing its obligations to complete the “Landlord Work”

(as amended) in a timely, appropriate, and substantially complete manner, Town2.0 incurred

significant expense in preparation for the eventual, expected Lease Commencement Date that has

now become a nullity due to the events set forth herein.

16. These expenses included the payment to Jemal’s at Lease execution of $100,000.00

towards a Security Deposit and $37,500.00 towards a first installment of Base Monthly Rent that

would be required under the Lease. Town2.0 advanced to Jemal’s the total of $137,500.00 in that

regard, which Jemal’s presently retains.

17. Town2.0’s expenses also included the cost and expense associated with reasonable

and customary efforts necessary for an entity expecting to eventually carry forward with the Lease

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and operate a high-quality dance hall/nightclub, such as of the cost and expense of retaining and

consulting with architectural, engineering, construction, and legal professionals and payment of fees

to the District of Columbia.

18. By way of one example, Town2.0 engaged an “Owner’s Representative” to assist with

identifying, selecting, and consulting with architectural, engineering, and construction services.

19. Town2.0 continued to incur such expenses between 2019 and 2023 based on repeated

representations and promises from Jemal’s that it was working towards fulfilling, and would fulfill,

its responsibilities under the Lease regarding the Premises, Building, and Property.

20. All told, the out of pocket expenses incurred by Town2.0 total in excess of

$450,000.00.

Jemal’s Failure to Perform the Landlord Work and Other Obligations

21. After Lease execution, and following fulfillment of the Liquor License Contingency

(Ex. B, § 1), Jemal’s had construction drawings prepared, which were stamped and sealed by its

designated Engineer of Record, Tadjer-Cohen-Edelson Associates, Inc. (“TCE”), and submitted to

the District of Columbia for approval in conjunction with the Jemal’s building permits required for

the work.

22. Despite permit approvals in 2020, Jemal’s carried out what incomplete related work

it did perform in a manner that deviated from the approved permit applications and drawings, lacked

required inspections, and was otherwise incomplete or nonconforming. In addition, Jemal’s made

use of a yard next to the Property that it does not own, that is District of Columbia-owned property (a

concern which Town2.0 raised with Jemal’s on many occasions).

23. Though, as set forth below, Jemal’s has admitted that it has not yet completed the

Landlord Work as required by the Lease, at present, there are no open permits for any further work

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by Jemal’s at the Property or Premises. On information and belief, the last approved amendments to

the permit drawings were in May 2020, and no subsequent amendments or deviation from the

approved permit drawings has been requested or obtained by Jemal’s.

24. Jemal’s acknowledged expressly and specifically in the Lease its obligation to

maintain the Premises, including but not limited to the façade, windows, interior, exterior, basement,

and other areas, pending completion of the Landlord Work.

25. Certain aspects of the Premises and Property have not been improved as a required

part of the Landlord Work or maintained or kept in repair by Jemal’s as required by the Lease. Indeed,

far from maintaining and repairing the Premises, Jemal’s has allowed it to fall into further disrepair.

Jemal’s failure to meet its obligations under the Lease includes but is not limited to its failure to: meet

the specific load level requirements; repair and maintain the antique stained glass windows; replace

the roof and roof membranes (and repair interior structural damage from related moisture intrusion);

re-point the brick on the Building; repair and replace the cornices and chimney; assure that load-

bearing walls, exterior walls, foundation, and roof are structurally sound; level the second floor; seal

the edifice to make it air and water tight; replace the exterior stairs; repair structural damage to the

Bell Tower (which is leaning visibly); perform the required underpinning work; clean and sanitize

the interior including areas soiled by bird and wildlife infestation over many years; and failure to

address the moisture and other issues regarding the basement (including the unexplained and

unremedied water leakage into the basement).

26. The antique stained glass windows were never maintained nor repaired, and some

were destroyed and removed by Jemal’s in the limited work it did perform, and, although Town2.0

raised related concerns repeatedly with Jemal’s and asked for an explanation regarding how Jemal’s

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would address these issues and obtain related acceptance from the District of Columbia, Jemal’s never

provided any explanation as to how it could or would do so.

Representations by Jemal’s About the Status of the Landlord Work

27. For years, Jemal’s, through its authorized agents and representatives, including

Matthew Jemal (“Mr. Jemal”) (its Manager) and Project Managers including Drew Turner (“Mr.

Turner”) and Daniel McCarthy (“Mr. McCarthy”), represented to Town2.0’s representatives that

Jemal’s was diligently pursuing completion of the Landlord Work and other requirements of the

Lease, and that it would continue to diligently pursue that undertaking to its completion. In reliance

on those representations, Town2.0 continued to incur related expense.

28. The first Project Manager for Jemal’s was Annie Casertano, who was replaced by Mr.

McCarthy without explanation in or about July 2021, and then Mr. McCarthy was replaced abruptly

by Mr. Turner in or about May 2023.

29. On or about May 10, 2023, Jemal’s sent a letter to Town2.0, with a subject line

referring to “Delivery of the Premises & Commencement Date,” and enclosing a “Commencement

Letter” by which Town2.0 was asked to accept possession of the Premises and agree to a Lease

Commencement Date of May 10, 2023 and a Rent Commencement Date of March 5, 2024. A

complete copy of the May 10, 2023 correspondence is attached hereto and made a part hereof as

Exhibit “D.” The May 2023 letter further stated as follows:

This letter serves as official notification that the Landlord delivered possession of the Premises
to Tenant in the condition required under the Article 7 & Exhibit F of the Lease, as amended
by the 2nd Amendment, on May 10, 2023.

30. Jemal’s was aware or should have been aware that, as of May 10, 2023, the Premises

were nowhere near “the condition required under the Article 7 & Exhibit F of the Lease, as amended

by the 2nd Amendment,” as Jemal’s represented.

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 31. Jemal’s nevertheless tried to coerce Town2.0 into accepting possession of the

Premises and signing the “Commencement Letter.” As part of that effort, Jemal’s authorized

representative, Mr. McCarthy at that time, sent an email to Town2.0’s representatives on May 12,

2023, stating “please see the attached delivery and commencement letters for 1001 N Capitol NE”

and asking “[l]et’s try and set up a meeting next week to handover formally and establish a punch list

for final completion.”

32. As of May 10, 2023, the Premises were not in or even remotely close to the condition

required under the Lease, including the provisions of Article 7 and Exhibit F to the Lease and the

Second Amendment to the Lease, and Jemal’s and its representatives were or should have been aware

of that. The delivery of the “Commencement Letter” and accompanying documents was intended to

lull Town2.0 into a series of concessions. Jemal’s intended to thereby coerce Town2.0 into signing

the proffered document, accepting possession of the Premises, and assenting to the requested Lease

Commencement Date and Rent Commencement Date. Jemal’s intended that, if Town2.0 complied,

to disclaim further obligation to perform the “Landlord Work” (as amended) and other obligations

that were an agreed upon precondition to the validity of the Lease and Town2.0’s obligations as

Tenant under the Lease (including but not limited to acceptance of possession and payment of Rent).

33. Upon receipt of the May 10, 2023 correspondence, representatives of Town2.0 spoke

immediately with representatives of Jemal’s, including Mr. Jemal, and indicated that there were far

too many open items that the Landlord was obligated to address before it could legitimately be

claimed that the Premises were “in the condition required.” Jemal’s representatives, including Mr.

Jemal, agreed and then confirmed that their request was withdrawn.

34. On June 5, 2023, Jemal’s authorized representative, Mr. Turner, represented to

Town2.0 that “at this point we have a structural engineers report that is complete” and “[i]f you do

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not wish to evaluate our engineers report we will proceed with the noted repairs and consider the 150

lbs load issue resolved.” At the time, Jemal’s knew that the Lease requirements, including the express

requirement that Jemal’s “assure a 150 lb. per sq. ft. load level for both the 1st and 2nd floors of the

Premises” had not been fulfilled and that no “engineers report” accurately or legitimately made

such a certification as represented.

35. At all relevant times, Town2.0 has been legitimately and understandably concerned

that the load level and other structural soundness and capacity requirements are critically important

given the intended operation of a dance hall/nightclub, with dancing and socializing by hundreds of

patrons enjoying music and other features of the establishment, and Town2.0 accordingly raised

related questions and concerns consistently.

36. Town2.0 reviewed the claimed “engineers report” that was dated May 30, 2023. The

document was prepared by FMC & Associates, LLC (“FMC”), a firm other than the official Engineer

of Record (which was TCE). FMC (not TCE) included in the “engineers report” the representation

that “[t]he structural framing of the ground floor is structurally sound and adequate to support 150psf

loading,” “[t]he first-floor framing is structurally sound to support 150psf, all work completed meets

industry standard, and current building codes,” “[t]he second-floor framing is adequate to support

150psf, with the exception of the main sanctuary framing area which we recommend sistering

with 2x10 to achieve 150 psf” (emphasis in original). The document included other statements by

FMC. After careful review including consultation with its retained professionals, Town2.0

determined that the calculations in the document were not performed correctly and that the other

statements and representations were inaccurate. Among other things, the calculations were for wood

beams spaced differently than those placed in the Premises, assumed different wood materials than

those actually present in the Premises, and were otherwise insufficient to establish the claimed

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fulfilment of the requirement to “assure a 150 lb. per sq. ft. load level for both the 1st and 2nd floors

of the Premises.” The document itself admitted such noncompliance by referring to additional

work that could be done, “upon the completion of” which Jemal’s appeared to imply that

compliance could be achieved.

37. On or about July 18, 2023, Jemal’s presented Town2.0 with a proposed “Third

Amendment to Agreement of Lease” (the “Third Amendment”) and asked Town2.0 to agree to it.

Town2.0 refused to do so. A copy of the draft Third Amendment is attached hereto and made a part

hereof as Exhibit “E.” The proposed Third Amendment, drafted by Jemal’s, acknowledged that

portions of the Landlord Work and other obligations had not been performed, that the “anticipated

delivery date” in the Lease had long passed without any agreement to extend it, and that an agreement

to extend that date was required under the circumstances to maintain the viability of the Lease.

Jemal’s delivery of the Third Amendment and the request that Town2.0 accept it also was a further

effort by Jemal’s to avoid its obligations and coerce Town2.0 to accept the Premises in far less than

the required condition and assent to a new anticipated delivery date given that the agreed-on date was

years past.

38. The proposed Third Amendment (Ex. E) included a provision that: “the anticipated

delivery date and resulting Lease Commencement Date shall be __________, 2023.” The date

was left blank, no date was suggested by Jemal’s, and Jemal’s has never provided Town2.0 with

any specific alternative anticipated delivery date and resulting Lease Commencement Date, nor

has Jemal’s asked Town2.0 to agree to any such specific alternative anticipated delivery date and

resulting Lease Commencement Date.

39. On August 29, 2023, Mr. Turner acknowledged via email to Town2.0’s

representatives that “[t]he ongoing maintenance of the façade is [Jemal’s] responsibility” and that

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“[w]e will be repairing the windows that are severely damaged,” and that “[w]e will advise once the

work is complete.” That work has never been completed and Jemal’s never provided the promised

update in that regard.

40. By September 2023, Town2.0’s concerns about the status of Jemal’s work had been

elevated by the lack of progress over many years. Given that the Lease provided for the operation of

a dance hall/nightclub, the issues involving the structural stability and integrity of the Premises were

of paramount importance to Town2.0 (and should have been given the same level of importance by

Jemal’s). Town2.0 had been asking many related questions to Jemal’s, never receiving a complete

response.

41. Jemal’s was also increasingly deflecting and resisting a response. On September 15,

2023, for example, Mr. Turner sent an email to representatives of Town2.0 in which he stated: “TCE

has signed and sealed the drawings which have been engineered to meet the 150 lbs requirement of

the lease. It is up to the tenant to do calculations if you are questioning what TCE has engineered.”

42. On September 19, 2023, representatives of Jemal’s and representatives of Town2.0

held a telephone call to discuss the status of the Premises and what, if anything, Jemal’s was doing to

address the outstanding issues. Prior to the meeting, Jemal’s suggested that a representative of TCE

and the Structural Engineer working for Town2.0, Bill Yun, should have a direct discussion of the

outstanding issues, so that the meeting could be more productive. Town2.0 agreed with that

suggestion.

43. During the September 19, 2023 meeting, Town2.0’s representatives attempted to have

a constructive and detailed discussion of outstanding issues and concerns. This included questions

about how Jemal’s planned to perform the Landlord Work, and concerns with certain aspects of what

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Jemal’s appeared to be planning, such as “sistering” joists made of two different materials (iron and

steel) in a way that posed serious concerns regarding meeting the requirements of the Landlord Work.

44. Although Jemal’s resisted such a discussion at the meeting, the discussions at the

meeting revealed, for the first time, that TCE, the official Engineer of Record, had not been acting in

that capacity since it originally signed and placed its seal on the original permit drawings, and that

TCE’s role since that time (if any) had been limited or nonexistent. Instead, FMC – the firm that had

in May 2023 provided the inaccurate information claiming that “[t]he structural framing of the ground

floor is structurally sound and adequate to support 150psf loading” – had apparently been acting in

TCE’s place.

45. TCE’s representatives professed to having difficulty answering Town2.0’s questions

because of that limited involvement, and TCE’s representatives indicated that they did not have to

answer Town2.0’s questions, inhibiting a substantive discussion. Moreover, Mr. Turner sidetracked

the discussion, refused to allow a discussion between the engineers, and abruptly ended the call.

Town2.0 sent an email on September 20, 2023 reflecting these events and some related concerns. A

copy of the September 20, 2023 email is attached hereto and made a part hereof as Exhibit “F.”

46. On September 21, 2023, Mr. Turner responded on behalf of Jemal’s that with respect

to the “structural requirements of the lease,” “[i]n order to satisfy these requirements, we will be

providing a letter from Tadjer-Cohen-Edelson (the structural engineering of record) certifying the

above” requirements, and that “[y]ou can anticipate this letter in the next two weeks.” No such letter

was ever provided.

47. On September 27, 2023, Mr. Turner responded on behalf of Jemal’s that with respect

to the requirement “to assure a 150 lb. per sq. ft. load level for both the 1st and 2nd floors of the

Premises,” “[w]e will meet this requirement” and that a “Letter from Structural Engineer of record

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stating such to follow.” As it turns out, Jemal’s had no such letter at that or any other time, and

no such letter was ever provided.

48. Instead, as set forth below, a letter from TCE, the Structural Engineer of Record, was

ultimately provided that indicated to the contrary, that the requirement was not met.

49. On October 3, 2023, Town2.0 contacted Jemal’s and reiterated a series of “serious

questions and concerns about the structural integrity of the building,” and the questions that had been

posed about what structural work Jemal’s had done, what the structural conditions were at the

Building, and life safety and other related matters. Mr. Jemal eventually responded on October 11,

2023 with an email stating: “We are done responding Daniel. Have a good day.”

50. On October 13, 2023, Town2.0 sent a further email to Jemal’s, a copy of which is

attached hereto and made a part hereof as Exhibit “G.” The email repeated Town2.0’s legitimate,

serious, and material questions regarding Jemal’s intentions and the status of the Landlord’s Work

and Jemal’s other obligations.

51. Far from completing the required Landlord Work, Jemal’s was allowing the Building

and Premises to fall into a further state of disrepair, as evidenced by the District of Columbia

Department of Buildings posting a series of Notices of Violation dated November 30, 2023 at the

Premises.

52. On or about December 6, 2023, the District of Columbia Department of Buildings

denied a request by Jemal’s to extend a single permit relating to work on the stained glass windows,

leaving no open building permits related to the Premises.

Town2.0’s Repeated Efforts to Contact Jemal’s, Without Success

53. Having had no meaningful correspondence or follow-up to prior communications, and

in light of the November 30, 2023 Notices of Violation, the apparent lack of further work at the

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Premises, the expiration of all building permits, the lack of any registered third party inspector or

conduct of required inspections, the obvious and material differences in work performed versus the

prior approved building permits, and the clear noncompliance with Lease requirements, Town2.0

wrote a letter to Jemal’s dated December 22, 2023. A copy of the December 22, 2023 letter is attached

hereto and made a part hereof as Exhibit “H.”

54. Having received no response at all to the December 22, 2023 letter, on January 5,

2024, Town2.0 sent another letter to Jemal’s, asking them to “please let us know what is going on

and what your intentions are.” A copy of the January 5, 2024 letter is attached hereto and made a part

hereof as Exhibit “I.”

55. On January 30, 2024, at long last, Jemal’s sent an email to Town2.0, and attached a

91-page “Follow up Structural Investigations and Analysis Report” from TCE dated November 24,

2023 and indicating that it was “revised” on November 29, 2023. A copy of the January 30, 2024

letter and pages 1-5 of the Enclosure is attached hereto and made a part hereof as Exhibit “J.” Jemal’s

noted the extended delay between the date of the Enclosure and it being disclosed to Town2.0: “The

report was completed at the end of last year, however we went thru several iterations and meetings

with the concrete company in an effort to get a clear picture of the structure before sending to you.”

56. The documents, Ex. J, admitted clearly and fully that the Lease requirements had not

been complied with. Specifically, the Enclosure from TCE stated, among other things: “Based on the

minimum thickness and concrete strength of the as-built slab and average spacing of reinforcement,

the First Floor slab does not have capacity to support 150psf Live Load as originally intended.” The

same document also acknowledged the “discrepancies between design documents and construction

work,” “numerous discrepancies in the structure as constructed and as shown in the design

documents,” that “construction work at the site is not yet complete,” and noted that the information

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was “discovered through the testing program at site” (making clear, of course, that the “testing”

referred to might not have revealed all such “discrepancies”). These admissions stood in stark contrast

to the representations made by Jemal’s in and around May-September 2023, as set forth above, in

which Jemal’s had insisted that the load level requirements had already been met at that time and that

other portions of work by Jemal’s were ongoing.

57. Until receipt of Ex. J hereto, Town2.0 was not fully aware that Jemal’s had not met

the Lease requirements for the Landlord Work, including the load level requirements, as part of the

ongoing work Jemal’s claimed to have been conducting. This revelation came as a surprise to

Town2.0. Town2.0 had no access to the materials included within Ex. J until they were sent to

Town2.0 on January 30, 2024.

58. The accompanying email from Mr. Turner, included in Ex. J, repeated the revelation

that the Lease requirements had not been met and indicated that Jemal’s has no intention of meeting

them: “The concrete slab on the ground floor is the one item that has not been modified given the

slab is on grade and the attached calculations show that it meets the 100 lbs loading requirement

for your intended use. Though the slab does not meet the 150 lbs in the lease, our engineers believe

there is no risk to any structural issue in the future since the slab meets code and is not elevated.”

Similarly, the admissions, on information that is likely incomplete (since it is the result of limited

“testing”), of “discrepancies between design documents and construction work,” “numerous

discrepancies in the structure as constructed and as shown in the design documents,” and

“construction work at the site is not yet complete,” shows that Jemal’s has not performed within a

reasonable time, is unable or unwilling to perform, and has no intention of performing its obligations

under the Lease that are material to the central purpose of the Lease and the nonperformance of which

results in a failure of consideration and a material breach of Jemal’s obligations.

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 The Current Status of the Premises

59. At present, Jemal’s has failed to perform its obligations that are a precondition to any

obligation by Town2.0 to lease the Premises, Jemal’s has indicated that it is not going to perform

those obligations, and it is otherwise clear that Jemal’s cannot perform those obligations. Among

other things, and as set forth herein, the load level requirements have not been met, there are no open

building permits, the stained glass windows have not been repaired and maintained (and one or more

have even been removed and replaced with plywood), replacement of the roof and roof membranes

(and repair of interior structural damage from related moisture intrusion) has not been accomplished,

re-pointing of the brick on the Building remains incomplete, repair and replacement of cornices and

the chimney remains incomplete, there are no assurances that load-bearing walls, exterior walls,

foundation, and roof are structurally sound, the leveling of the second floor has not been done, the

sealing of the edifice to make it air and water tight has not been performed, replacement of exterior

stairs has not been done, repair of structural damage to the Bell Tower (which is leaning visibly)

remains incomplete, the required underpinning work has not been done, there has been inadequate

cleaning and sanitation including areas soiled by bird and wildlife infestation over many years, and

the moisture and other issues regarding the basement are unsolved (including the unexplained and

unremedied water leakage into the basement).

60. As a result, on February 20, 2024, Town2.0 sent a formal Notice to Jemal’s regarding

the failures to perform, noting the failures to perform and the failure of consideration under the Lease,

and offering to agree to a formal termination in return for repayment of the funds advanced to Jemal’s

and other expenses incurred by Town2.0. A copy of the February 20, 2024 Notice is attached hereto

and made a part hereof as Exhibit “K.”

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 61. On March 18, 2024, Jemal’s responded, disputing any claim of breach and claiming

that it was somehow prepared to proceed with portions of work, without explaining how all of the

many issues with the Premises can or could be addressed, including the lack of open building permits.

A copy of the March 18, 2024 response is attached hereto and made a part hereof as Exhibit “L.”

62. As a direct and proximate result of the acts, errors, and omissions of Jemal’s,

including the conduct described herein, Jemal’s failed to meet its agreed-upon schedule and failed

to perform its obligations under the Lease, as a direct and proximate result of which Town2.0

sustained damages in an amount to be proven at trial, but in excess of $450,000.00.

63. Under the circumstances presented, Jemal’s is responsible for these losses and

damages. Town2.0 therefore brings this action to recover damages and obtain the other relief that

is appropriate under the circumstances.

Count I
(Breach of Contract)

64. Plaintiff re-alleges and avers each and every allegation contained in paragraphs 1

through 63 of the Complaint as if fully set forth herein.

65. The Lease between Jemal’s and Town2.0 was a valid and, at least at one time,

enforceable contract requiring Jemal’s to perform certain obligations, including performance of

Landlord’s Work, as a condition precedent to, and a material part of the consideration for, the

Lease of the Premises by Town2.0.

66. Jemal’s failed, refused, or is unable, without justification, to perform its obligations

under the Lease, time being of the essence as expressly agreed in the Lease, including the Landlord’s

Work, the specific load level requirements for the Premises, repair and maintenance of the stained

glass windows, replacement of the roof and roof membranes (and repair of interior structural damage

from related moisture intrusion), re-pointing of the brick on the Building, repair and replacement of

19
cornices and the chimney, assuring that load-bearing walls, exterior walls, foundation, and roof are

structurally sound, leveling of the second floor, the sealing of the edifice to make it air and water tight,

replacement of exterior stairs, repair of structural damage to the Bell Tower (which is leaning visibly),

the required underpinning work, cleaning and sanitation including areas soiled by bird and wildlife

infestation over many years, and resolution of the moisture and other issues regarding the basement

(including the unexplained and unremedied water leakage into the basement).

67. Jemal’s has further, by words and conduct as set forth herein, communicated

unequivocally and positively its intention not to perform its obligations under the Lease, including

but not limited to the performance of the Landlord’s Work.

68. This Complaint is being filed over three years past the amended “anticipated delivery

date and resulting Lease Commencement Date” of September 1, 2020, possession of the Premises

was never delivered to Town2.0 in the required condition, the conditions precedent to Lease

Commencement Date have not taken place, Lease Commencement Date has not occurred, and any

reasonable time period for these events to occur has expired.

69. The failures of Jemal’s as set forth herein are material breaches of contract, they have

resulted in a failure of consideration under the Lease, and the Lease stands as void, unenforceable,

inoperative, rescinded, and terminated fully as a result.

70. Until its performance was excused by virtue of Jemal’s material breach of contract,

unreasonable delay, and repudiation as set forth herein, Town2.0 materially performed its

obligations under and in accordance with the Lease and the applicable law. Under the

circumstances presented, further performance by Town2.0 is not required, and the events as set

forth herein have irremediably deprived Town2.0 of the consideration promised in the Lease.

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 71. Town2.0 expended approximately $450,000.00 in anticipation of the Lease

Commencement Date and to otherwise prepare to operate and operate the business in the Premises,

in reliance on Jemal’s representations, warranties, covenants, and promises of performance under

the Lease and otherwise.

72. Town2.0 paid Jemal’s $137,500.00 for Security Deposit and Base Monthly Rent

under the anticipated Lease, which funds Jemal’s currently retains.

As a direct and proximate result of Jemal’s breach of contract, Town2.0 has suffered

damages in an amount to be proven at trial, but believed to be not less than $450,000.00.

WHEREFORE, Plaintiff Town2.0 LLC respectfully requests that this Court enter judgment

in its favor and against Defendant Jemal’s Sanctuary L.L.C. as follows:

(a) An award of reliance and other compensatory damages to Town2.0 LLC and

against Jemal’s Sanctuary L.L.C., including a refund of the amounts paid for Security Deposit and

Base Monthly Rent, in the amount proven at trial, but not less than $450,000.00;

(b) Adjudicate, declare, and confirm the rights, duties, and obligations of Town2.0

under the Lease are terminated, and were so terminated as of the date of Jemal’s material breach,

unreasonable delay, and/or repudiation of its obligations and in no event later than January 30,

2024;

(c) Adjudicate, declare, and confirm that the Lease is void, unenforceable, inoperative,

rescinded, and terminated fully at least as of January 30, 2024;

(d) Award Plaintiff prejudgment and postjudgment interest on all amounts so

allowable;

(e) Award Plaintiff its costs of this proceeding; and

(f) Grant such other and further relief as the Court may deem just and proper.

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 COUNT II
(Negligent Misrepresentation)

73. Plaintiff re-alleges and avers each and every allegation contained in paragraphs 1

through 72 of the Complaint as if fully set forth herein.

74. Jemal’s, by and through its authorized agents acting with authority on behalf of

Jemal’s, made various false representations or made material omissions of fact to Town2.0 at various

times in the course of the events set forth in this Complaint.

75. These false representations and omissions included, but were not limited to, those set

forth in this Complaint, and the following:

(a) representing repeatedly in the years between 2019 and 2023, including

representations made by Mr. Jemal on numerous occasions during that time period, that Jemal’s

would be done with the Landlord’s Work and its other obligations within 30-60 days;

(b) representing on or about May 10, 2023 (as shown in Ex. D) that the Premises

were “in the condition required under the Article 7 & Exhibit F of the Lease, as amended by the 2nd

Amendment” as of that date;

(c) representing on or about June 5, 2023 that “at this point we have a structural

engineers report that is complete” and “[i]f you do not wish to evaluate our engineers report we will

proceed with the noted repairs and consider the 150 lbs load issue resolved”;

(d) representing on or about June 5, 2023 that, based on an alleged “engineers

report” that was provided and on alleged supporting calculations, that “[t]he structural framing of the

ground floor is structurally sound and adequate to support 150psf loading,” “[t]he first-floor framing

is structurally sound to support 150psf, all work completed meets industry standard, and current

building codes,” “[t]he second-floor framing is adequate to support 150psf, with the exception of the

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main sanctuary framing area which we recommend sistering with 2x10 to achieve 150 psf”

(emphasis in original);

(e) representing on or about June 5, 2023 that Jemal’s was prepared to perform

additional work, “upon the completion of” which the Lease requirements would be met;

(f) representing on or about August 29, 2023, that “[t]he ongoing maintenance of

the façade is [Jemal’s] responsibility” and that “[w]e will be repairing the windows that are severely

damaged,” and that “[w]e will advise once the work is complete”;

(g) representing on or about September 15, 2023 that “TCE has signed and sealed

the drawings which have been engineered to meet the 150 lbs requirement of the lease”;

(h) representing on or about September 21, 2023, that with respect to the

“structural requirements of the lease,” “[i]n order to satisfy these requirements, we will be providing

a letter from Tadjer-Cohen-Edelson (the structural engineering of record) certifying the above”

requirements, and that “[y]ou can anticipate this letter in the next two weeks”; and

(i) representing on or about September 27, 2023, that with respect to the

requirement “to assure a 150 lb. per sq. ft. load level for both the 1st and 2nd floors of the Premises,”

“[w]e will meet this requirement” and that a “Letter from Structural Engineer of record stating

such to follow.”

76. At or about the time of making the foregoing representations and omissions,

Jemal’s had a duty to disclose the omitted facts to Town2.0 under the applicable law, including,

but not limited to, the contractual duty of good faith and fair dealing.

77. Town2.0 incurred time and expense and advanced funds in reliance upon those

representations and without knowledge of the omissions.

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 78. The foregoing representations and omissions were false and constituted actionable

misrepresentations, and Jemal’s was acting only to further its own hoped-for economic interests

and profit.

79. Jemal’s did not inform Town2.0 at any time that the representations were false or

that it was omitting material facts from disclosure to Town2.0.

80. The foregoing misrepresentations and omissions were material, since, based on

those misrepresentations and omissions, Town2.0 took actions that it would not otherwise have

taken, including, but not limited to, continuing to incur fees and expenses related to the Lease.

81. The foregoing misrepresentations and omissions were intended by Jemal’s to

induce reliance on the part of Town2.0 including, among other things, to induce Town2.0 to take

actions that it would not otherwise have taken, to incur time and expense it would not have

incurred, and to advance and expend funds it would not have advanced and expended.

82. The foregoing misrepresentations and omissions did induce reliance on the part of

Town2.0. Therefore, as a direct result of the foregoing misrepresentations and omissions, Town2.0

took action it would not otherwise have taken.

83. The reliance on the part of Town2.0 upon the foregoing misrepresentations and

omissions was reasonable and/or justifiable under the circumstances.

84. Town2.0 sustained serious damages as a result of its reliance upon the foregoing

misrepresentations and omissions, in an amount to be proven at trial, but believed to be not less

than $313,000.00.

WHEREFORE, Plaintiff Town2.0 LLC respectfully requests that this Court enter judgment

in its favor and against Defendant Jemal’s Sanctuary L.L.C. as follows:

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 (a) An award of damages to Town2.0 LLC and against Jemal’s Sanctuary L.L.C., in

the amount proven at trial, but not less than $313,000.00;

(b) Award Plaintiff prejudgment and postjudgment interest on all amounts so

allowable;

(c) Award Plaintiff its costs of this proceeding; and

(d) Grant such other and further relief as the Court may deem just and proper.

Count III
(Declaratory Judgment)

85. Plaintiff re-alleges and avers each and every allegation contained in paragraphs 1

through 84 of the Complaint as if fully set forth herein.

86. As set forth herein, there are disputes between Town2.0 and Jemal’s involving the

Lease and their related respective rights and obligations.

87. Under the circumstances, an actual and justiciable controversy exists between and

among the parties concerning their relative rights and obligations under the Lease.

88. This Court is authorized to resolve the underlying controversy to determine the

rights and legal relationships of the parties.

WHEREFORE, Plaintiff Town2.0 LLC respectfully requests that this Court:

(a) Adjudicate and declare the relative rights of the parties with respect to the Lease,

including the implications of the material breach, unreasonable delay, and repudiation by Jemal’s

of its obligations as set forth herein;

(b) Adjudicate and declare that the Lease is fully and finally rescinded, inoperative,

unenforceable, and void;

(c) Adjudicate and declare that Jemal’s is obligated to refund and return to Town2.0

completely and promptly the sum of $137,500.00, representing the amounts advanced by Town2.0

25
to Jemal’s for Security Deposit and the advance paid on the first installment of Base Monthly Rent

under the Lease, without prejudice to any additional claims and rights to damages by Town2.0

under the circumstances presented; and

(d) Grant such other relief as the Court may deem appropriate.

Count IV
(Unjust Enrichment)

89. Plaintiff re-alleges and avers each and every allegation contained in paragraphs 1

through 88 of the Complaint as if fully set forth herein.

90. As set forth herein, Town2.0 conferred a benefit on Jemal’s by paying $137,500.00

for the anticipated Security Deposit and first installment of Base Monthly Rent.

91. Jemal’s presently retains the benefit, by having the $137,500.00.

92. Under the circumstances, Jemal’s retention of the benefit is unjust and inequitable.

Among other things, Jemal’s never performed the Landlord Work or fulfilled its other obligations

under the Lease, and the consideration promised to Town2.0 under the Lease was never delivered.

WHEREFORE, Plaintiff Town2.0 LLC respectfully requests that this Court enter judgment

in its favor and against Defendant Jemal’s Sanctuary L.L.C. as follows:

(a) award Plaintiff its damages in an amount to be proven at trial, but approximately

$137,500.00, for unjust enrichment as alleged in this lawsuit, without prejudice to Plaintiff’s other

claims for damages herein;

(b) Award Plaintiff prejudgment and postjudgment interest on all amounts so

allowable;

(c) Award Plaintiff its costs of this proceeding; and

(d) Grant such other and further relief as the Court may deem just and proper.

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 Respectfully submitted,
NIXON PEABODY LLP

Mune
Vernon W. Johns6n, (#423756)
N

799 Ninth Street, N-W.

Suite 500
Washington, D.C. 20004-2128
(202) 585-8401
(202) 585-8080 (fax)
vjohnson@nixonpeabody.com

Counsel for Plaintiff

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