Morgan suing Ingrassia over ownership stake in Greece senior community

Developer Robert Morgan is back in court, this time as the plaintiff.

The Robert Morgan Limited Partnership III, along with Morgan, wife Robyn, daughter Lacy and son Todd, have filed suit against developer Angelo Ingrassia and an LLC managed by Ingrassia over ownership stakes in Orchard View Senior Apartments.

In court papers filed Tuesday in state Supreme Court in Monroe County, the plaintiffs contend Ingrassia, as manager of 218 Latta Ave LLC (and also nominal defendant Apple Acquisitions LLC), ignored their request to exercise their option to obtain 100 percent membership in Apple Acquisitions, the owner of Orchard View.

Morgan and Ingrassia had been equal partners in 218 Latta and Apple Acquisitions but restructured their membership interests in March 2019 “to improve the financial circumstances of Acquisitions.” Morgan assigned his 50 percent ownership in Apple Acquisitions to 218 Latta.

The agreement included the option for Morgan to obtain 100 percent of Acquisitions. The option, court papers say, became enforceable in July when The Robert Morgan Limited Partnership III obtained a qualifying refinance mortgage for the property in excess of the property’s total debt. The Option Agreement stated any qualifying refinance mortgage must be for an amount at least equal to the debt (around $31.5 million, per court papers).

Court papers show a $40 million mortgage was secured in July for Orchard View Apartments, a senior housing community at 2453 Latta Road in Greece with 194 apartments and townhomes. As part of the mortgage process, the plaintiffs asked that Ingrassia provide records and documents on the property, including current rent rolls.

But Ingrassia refused to turn over the records and instead said the “Restated Call Option Agreement” was no longer valid because of a breach of contract in 2019.

In an Aug. 12 letter to Morgan, Ingrassia contended the breach occurred when The Robert Morgan Limited Partnership III and/or the other plaintiffs failed to “pay timely on two previous requests for funds by Apple Acquisitions LLC” and when Morgan failed to pay $1.1 million “in response for a loan I made to your for Apple Acquisitions LLC on Nov. 6, 2019.”

“As a result,” the letter reads, “the Call Option Agreement and the Option Term as described in the Call Option Agreement were terminated.”

The lawsuit, however, rejects that claim, alleging the plaintiffs were never notified in 2019 of any breach.

“Defendants failed to specify the alleged breach and termination, much less substantiate their contentions,” court papers say. “Moreover, defendants’ present assertations and manufactured bases for the nullification plaintiffs’ rights are belied by the fact that, at no point did 218 (the LLC) provide notice to any of the plaintiffs of the supposed breaches or termination of the Option Agreement three years ago.”

Court papers also say Ingrassia refused to accept a $1.1 million check presented by Morgan in November 2019.

Just two months ago, Robert and Todd Morgan obtained closure on federal fraud allegations. Federal prosecutors originally alleged Robert Morgan and members of his real estate development and management firm orchestrated a nearly half-billion dollar mortgage fraud scheme in a 100-plus count indictment.

But in the end, Morgan pleaded guilty to one count of conspiracy to commit wire fraud, a Class D felony, and was fined $2,000. He did forfeit $16.3 million in assets associated with the charges. Todd Morgan pleaded guilty to one count of misdemeanor bank fraud and was fined $500.

Morgan remains very active in development. He and partner Ralph DiTucci are continuing with plans for an elaborate commercial/retail/office/residential project on Route 250 in Penfield, and he is a partner in redevelopment of the former Gannett Building in downtown Rochester.

[email protected]/(585) 653-4020