The Judge Report - July 9th, 2009

This is a fantastic thing for me to say, but Bill Wills in now my hero for an additional 24 hours.

As you may recall, on or about May 13, 2008 the City of Amsterdam entered into an Option Agreement with Albany Tech LLC, a limited liability company controlled by Uri Kaufman and his partner. Bill Wills decided to do a little search with respect to Albany Tech LLC. His preliminary report: it does not appear to exist.

If it was neither organized under the laws of the State of New York nor licensed to do business in the State of New York at the time the contract was signed, then there is no contract.

I can't wait to see how the Corporation Counsel gets around that one.

Maybe I should offer a free copy of The Evil Has Landed for the most creative proposed legal opinion.

[UPDATE] It appears to me that Mr. Wills is correct. The Department of State maintains an on-line search site that is up to date as of yesterday. No Albany Tech LLC. You can search for yourself here.

You may also search Harmony Mills as a "contains" and come up with numerous Kaufman business entities.

Here's the opening paragraph of the Option Agreement:

OPTION AGREEMENT

This Agreement executed this __ day of ________, 2008, by and between Albany Tech LLC ("AT"), a limited liability company with shareholders as listed in the attached schedule A, with an address at 135 Fulton Street, Lawrence, NY 11559 and the City of Amsterdam (the "City"), an incorporated City with an address at City Hall, 61 Church Street, Amsterdam, NY 12010.

The copy I was given, which was the final one before the signed copy, and the one that the Aldermen supposedly voted on, does not contain a completed schedule A, though there are references to various family trusts of the principals to be named in the final draft.

[Further UPDATE] Charlie Kraebel is now reporting that the final draft of the agreement, or at least the one they are now displaying, says that the entity with which the city has the option is actually Albany Tech Center, LLC, not Albany Tech, LLC.

Pardon my cynicism, but is the ink dry on that copy? Do the records of the City Clerk reflect the contract the Common Council voted on? (The procedure when I was Corporation Counsel was to attach the actual contract to the resolution before the board). I no longer accept at face value any premise put forth by the Thane regime as fact.

Aldermen, check your files. If you voted on Albany Tech Center LLC, please step forward and say so. If you didn't, then, despite what Charlie thinks, this is not a non-story. I once saw a 22 million dollar mortgage lien disappear on just such an issue.

[LATER THOUGHT] Regardless of how this plays out, I still credit Bill Wills for having the intelligence and gumption to follow up on this. I recall at least one time in the last administration where some folks tried to sell us a bill of goods about a fantastic company that didn't yet exist. It's very important to know who exactly you are dealing with and who is responsible for upholding the terms of a contract. Not at all a small issue.