EXHIBIT -1-

November 16, 2018

Via Email and U.S. Mail

Gary M. Schaaf, Esq. Becker & Poliakoff, P.A.

1511 N. Westshore Blvd.,

Suite 1000 Tampa,

FL 33607

gschaaf@beckerlawyers.com

Re: Dispute between Drs. Kirkpatrick and Derasari 

Dear Gary: 

Dr. Derasari has retained me to work with Alan Gassman on the dispute between your client, Dr. Kirkpatrick, and our client, Dr. Derasari. I write in response to your letters of October 22, 2018, and November 13, 2018. Based on my review of the communications and the documents involved, I reject your assertion that Dr. Derasari threatened to wrongfully evict Dr. Kirkpatrick from 1910 E. Busch Boulevard. Dr. Derasari did not threaten to evict or threaten to file an action for eviction against Dr. Kirkpatrick. He also has never filed an eviction action against Dr. Kirkpatrick. In your letters, you state that Dr. Derasari must reimburse Dr. Kirkpatrick for his alleged legal costs “which flowed from his unfortunate decision to wrongfully attempt the eviction.” As stated, Dr. Derasari did not attempt to evict Dr. Kirkpatrick. I am not aware of any legal basis on which your client is entitled to reimbursement of his alleged legal costs. I would appreciate your providing to me the legal basis on which you claim that Dr. Kirkpatrick is entitled to the reimbursement of any legal costs, including attorney’s fees. Once I have that legal basis for your claim to recover legal costs, I will be happy to evaluate it and give you Dr. Derasari’s position on that claim.

You contend that Dr. Derasari has failed to maintain the Foundation’s heating, ventilation and air conditioning unit in good condition. That is not true. Northside Services inspected the HVAC system for 1910 and determined it was working within specifications. After its recent inspection, Northside Services did not recommend any additional action for the HVAC system that services 1910. If you have a different understanding, please let me know immediately so that I can discuss that with Dr. Derasari.

There are several issues under the Lease Agreement (without acknowledging that it is enforceable but accepting it for purposes of this letter only) that the parties need to resolve. In paragraph 13 of the Lease Agreement for 1910, your client agreed to pay its pro rata share of all common area maintenance expenses and water bills. You now contend that Dr. Derasari is responsible for 75% of those expenses. Dr. Kirkpatrick constructed a Koi pond and other amenities that Dr. Derasari did not want and which increased the CAM expenses. In exchange for allowing construction of those amenities, Dr. Kirkpatrick agreed to pay 50% of the CAM expenses. Your client was paying those expenses as agreed and we expect that to continue. 

You also inquire about the “common room.” Dr. Derasari housed his fluoroscope in that room. You stated that Dr. Kirkpatrick paid for 50% of the fluoroscope. Please provide proof of that payment because Dr. Derasari does not believe Dr. Kirkpatrick paid the 50% ($10,000) he agreed to pay. You also reference license fees to operate a surgery center. The Professional Agreement that you rely on references Start-Up costs and indicates annual costs for maintaining a level II surgery center. That appears to reference the initial start-up cost but does not reference ongoing expenses. Dr. Derasari does not require a surgery center license for his practice. If you have documentation that created an ongoing obligation to pay license fees, please provide that to me. Regarding use of the common room and equipment, Dr. Derasari intends to rent his unit and the tenant will be given use of that room. Please confirm that Dr. Kirkpatrick will not interfere with joint use of the common room by the new tenant. If he does claim exclusive use of that room, he will need to pay rent for that additional space.

Under paragraph 15 of the Lease Agreement, your client is required to procure and continue in force throughout the period of the lease, for the benefit of the landlord and tenant as their respective interests shall appear, a policy or policies of public liability insurance, in form and coverage satisfactory to landlord, written by a company authorized to engage in the business of general liability insurance in the state of Florida, protecting the landlord and tenant against any and all claims for injuries to persons or property occurring in or upon the demised premises and each and every part thereof. The demised premises includes the sidewalks in front of the leased premises, including all signs, glass, awnings, fixtures or other appurtenances. Your client’s insurance coverage must also include the common areas and parking lot. Please provide us copies of the insurance policies procured by your client so that Dr. Derasari may review them. The lease requires that the insurance policies are in a form and coverage satisfactory to the landlord. As a result, we must review them to determine if they are acceptable. 

Under paragraph 11 of the Lease, your client agreed that he would not place any signs or other advertising matter or material outside of the premises without the prior written consent of Dr. Derasari. Recently, Dr. Kirkpatrick posted a large political sign on the leased premises without Dr. Derasari’s written consent. Dr. Derasari requested your client to remove the sign and I believe he may have complied. Please confirm that he has complied with that request. 

In your letter you also reference 1902-1904 E. Busch Boulevard (“the Property”) that is the sole asset of Manjul and Anthony, LLC (“MA LLC”).¹ Dr. Derasari and Dr. Kirkpatrick equally own MA LLC.

Dr. Derasari gave Dr. Kirkpatrick the opportunity to purchase his interest in MA LLC and Dr. Kirkpatrick declined. Dr. Derasari proposes that MA LLC immediately place the Property on the market for sale and sell it for its fair market value as soon as possible. Please notify me immediately whether Dr. Kirkpatrick agrees to MA LLC selling the Property or not. If he does not, the members and managers will be at a deadlock and Dr. Derasari will request the court, if necessary, to dissolve MA LLC and to sell 1902-1904 E. Busch Boulevard as part of the dissolution. 

I look forward to hearing from you as soon as possible on these issues so that we can work in good faith toward a resolution of the issues raised in your letter and in this letter.

EXHIBIT -2-

December 17, 2018

Via Email and U.S. Mail

Gary M. Schaaf, Esq. Becker & Poliakoff, P.A.
1511 N. Westshore Blvd.,

Suite 1000 Tampa,

FL 33607
gschaaf@beckerlawyers.com

Re: Dispute between Dr. Anthony Kirkpatrick and Dr. Manjul Derasari

Dear Gary:

I write in response to your letter of November 21, 2018. In your letter, you question Dr. Derasari's good faith intentions to move toward a fair and quick resolution of the dispute between Dr. Derasari and Dr. Kirkpatrick. I can assure you that Dr. Derasari will work in good faith to reach a fair and quick resolution if your client will do the same. Your assertions that Dr. Derasari has acted in bad faith or engaged in deceptive conduct is not supported by the facts that I have learned and certainly is not creating an atmosphere of good faith discussions. While you contend that Dr. Derasari's actions have hampered good faith discussions, I could certainly contend that your client's demand for excessive attorney's fees, without a legal or factual basis for the demand, have hampered the discussions far more. I am hopeful that we can put those negative issues aside and proceed in good faith to find a solution that is agreeable to all parties.

In your letter, you asked me to explain the basis for my contention that Dr. Derasari has grounds to dissolve Manjul and Anthony, LLC ("Manjul and Anthony"). Dr. Derasari has multiple grounds on which to seek a judicial dissolution of Manjul and Anthony if the parties cannot reach an amicable resolution. First, it is not reasonably practicable to carry on the business of Manjul and Anthony in conformity with its articles. Your client and mine have opposed positions with regard to the property and its operations. Your client wants to use it rent free while requiring Dr. Derasari to pay half of the expenses with no revenue from the property. It is not true that the property was never intended as a revenue producing property. In fact, Manjul and Anthony have attempted to lease the property to third parties and continue to do so. Unfortunately, Dr. Kirkpatrick continues to use the property for storage and other purposes without compensating Manjul and Anthony for that use. There was not and is not any agreement that Dr. Kirkpatrick could use the property owned by Manjul and Anthony without paying for that use. Because Dr. Kirkpatrick, as a 50% owner, has blocked Manjul and Anthony from demanding payment of compensation, Dr. Kirkpatrick is wasting the assets or misappropriating the assets of Manjul and Anthony for his own personal benefit.

I know that you contend that the purpose of Manjul and Anthony was to solely benefit Dr. Kirkpatrick's practice, but that is not true. Back in 2007, there is a letter from Mr. Wilkes which states that your client and Dr. Derasari would acquire the law building on a 50-50 basis to obtain control over the parcel which would enable them to create an overall atmosphere for the property that would be conducive to their practices and to the work of the foundation. Nothing in the letter suggests that Dr. Kirkpatrick had the right to use the property without paying for it. Nothing in that letter provided that the property was only to be used for purposes of Dr. Kirkpatrick's practice. In fact, it says that it would be used in the manner best conducive to both practices.

As you know, Dr. Derasari's practice is changing and relocating. Therefore, the circumstances have changed. The parties apparently contemplated a change in circumstances in which Dr. Derasari wished to sell his interest in the Manjul and Anthony property because of changed circumstances or otherwise. While there was not a binding option to purchase in the Wilkes letter, it does discuss the doctor's purchase of the other's interest in the "Legal Building" if one doctor wanted to sell. Though Dr. Derasari did not have a legal obligation to do so, he offered Dr. Kirkpatrick the opportunity to purchase his interest in Manjul and Anthony at fair market value. Dr. Kirkpatrick elected not to purchase.

Clearly, there is a deadlock among the managers of Manjul and Anthony. That deadlock is causing irreparable injury to Manjul and Anthony, because the parties cannot agree on the operation of the entity or the maintenance of Manjul and Anthony's property. You, in fact, state that there apparently is an ongoing mold problem that Dr. Kirkpatrick is aware of but has not addressed with regard to the Manjul and Anthony property. Because of the ongoing mold, it will be difficult to calculate the losses caused by the ongoing increase in mold infestation that continues during the deadlock. That is irreparable harm. Your client does not have the right to require Dr. Derasari or Manjul and Anthony to continue ownership of the property for the benefit of Dr. Kirkpatrick. There are, therefore, multiple reasons for a judicial dissolution of Manjul and Anthony.

I am aware that your client has allowed others to use the property of Manjul and Anthony on various occasions. Whether that amounts to any improper use of the property for the benefit of Dr. Kirkpatrick or those in association with him, I cannot say but I am continuing to investigate. I can say, again, that your client does not have the right to use the property of Manjul and Anthony for his personal benefit without paying compensation for its use. That clearly is a waste of an asset or a misappropriation of an asset for the personal benefit of your client. That said, I hope that we can put these past assertions behind us and start talking about a resolution.

Our proposal with regard to the Manjul and Anthony property is that we place it on the market with a mutually agreed agent and sell it as quickly as possible at its fair market value. The market is positioned for a timely sale of the property and continued delay could cause Manjul and Anthony to lose a good market for a time period that is not foreseeable. That alone creates a claim of irreparable injury to Manjul and Anthony caused by a deadlock among its SOSO owners. I am hopeful that we can avoid a judicial determination of these issues, but if we cannot reach agreement, Dr. Derasari may well pursue that course of action. Please let me know if your client is agreeable to listing and selling the property of Manjul and Anthony for its fair market value as soon as possible. If he is not, please let me know your proposal to settle this dispute. 1 look forward to hearing from you.

EXHIBIT -3-

December 26, 2018

From: Darryl R. Richards [mailto:DarrylR@jpfirm.com]
Sent: Wednesday, December 26, 2018 3:16 PM
To: Schaaf, Gary <GSchaaf@beckerlawyers.com>
Subject: RE: Kirkpatrick - Derasari Dispute - K25110/386111

Gary,

Hope you had a good holiday. I received your copy of Ms. Martin’s email about the HVAC unit at building number 2 (Manjul and Anthony, LLC property). As I stated in my letter of December 17 to you, my client does not want to invest more money into that property. Your client has been using that property for his own benefit without paying for that use. In my letter to you, I made very clear that we have a deadlock and want the property placed for sale as soon as possible. Once I receive your client’s position on the sale, I will respond to your inquiry about the HVAC replacement. As a 50% owner, your client does not have the authority to approve the expenditure of LLC money to replace the HVAC. If the repla cement is needed to sell the property and your client is willing to place the property for sale and have it sold, that certainly would affect my client’s position on spending additional money on the property. Please let me know your client’s position. Darryl

Darryl R. Richards

EXHIBIT 4

March 11, 2019

IN THE CIRCUIT COURT OF THE 13TH JUDICIAL CIRCUIT IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION

CASE NO. _________________________

MANJUL D. DERASARI,

Plaintiff,

vs.

ANTHONY KIRKPATRICK and MANJUL AND ANTHONY LLC,

Defendants. ___________________________________/

COMPLAINT

Plaintiff, MANJUL D. DERASARI (“Derasari”), by and through his undersigned counsel,

sues Defendants, ANTHONY KIRKPATRICK (“Kirkpatrick”) and MANJUL AND ANTHONY

LLC (“Manjul & Anthony” or “the Company”), and alleges the following:

GENERAL ALLEGATIONS

1. Manjul & Anthony is a Florida limited liability company formed in 2007 that is
organized and operates under the laws of the State of Florida. Derasari is naming Manjul &
Anthony as a nominal defendant since this case concerns dissolution of Manjul & Anthony.

2. The members of Manjul & Anthony are Derasari and Kirkpatrick. Derasari and
Kirkpatrick each own a 50% interest in Manjul & Anthony.

3. The managers of Manjul & Anthony are Derasari and Kirkpatrick.

4. The principal place of business and the principal office of Manjul & Anthony is
1902-1908 East Busch Boulevard, Tampa, Hillsborough County, Florida (the “Property”).

 
5. Under § 605.0703(1), Florida Statutes, venue for this proceeding is proper in
Hillsborough County, because Manjul & Anthony’s principal office is located in Hillsborough
County, Florida.

6. All conditions precedent to the institution, maintenance and prosecution of this
action have occurred, have been performed, or have been waived.
COUNT I (Dissolution of Manjul & Anthony)

7. This is an action for dissolution of Manjul & Anthony under § 605.0702(1)(b),
Florida Statutes.

8. Derasari realleges and incorporates the allegations of paragraphs 1 through 6 above.

9. Manjul & Anthony owns the Property located at 1902-1908 East Busch Boulevard,
Tampa, Florida. The Company is a single asset entity.

10. Kirkpatrick and his medical practice have occupied the Property and have failed
and refused to pay any rent or compensation to Manjul & Anthony for their use of the Property.
In fact, Kirkpatrick’s position is that he is entitled to use the Property without paying compensation
to Manjul & Anthony.

11. The Property, therefore, is not producing income. It is, however, creating expenses
for Manjul & Anthony and its members.

12. The members are deadlocked in the management of the Company and its sole asset.
Derasari and Kirkpatrick are deadlocked on what maintenance is required, the cost of that
maintenance, the payment of the expenses associated with maintaining the Property and sale or
lease of the Property. Kirkpatrick wants to continue possessing the Property without payment and
to require Manjul & Anthony to pay for all of the expenses and maintenance associated with
maintaining the Property. Derasari disagrees. Kirkpatrick and his medical practice refuse to pay any rent for their use of the Property, and Derasari does not want to continue making contributions
to Manjul & Anthony to pay the expenses of the Property that is not producing any income.

13. Derasari has requested that Manjul & Anthony sell the Property. Kirkpatrick has
refused.

14. Because Kirkpatrick is a 50% owner, Manjul & Anthony cannot sell the property,
cannot require Kirkpatrick or his medical practice to pay rent and cannot require contributions to
maintain the Property.

15. The managing members of Manjul & Anthony, therefore, are deadlocked in the
management of the Company and its Property.

16. Because Kirkpatrick is using the Property without paying compensation for that
use, the assets of Manjul & Anthony are being misappropriated and wasted. Under the
circumstances, it is not reasonably practical to carry on the Company’s activities and affairs in
conformity with the Articles of Organization.

17. Because of the deadlock, Manjul & Anthony is suffering irreparable harm, or there
is a threat of irreparable harm, because of the ongoing maintenance needs of the Property, the
inability of the members to agree on the management of the Property and the inability of the
members to agree on payment of expenses. Kirkpatrick contends that the Property has mold, but
he has refused to undertake remediation or other repairs despite occupying a substantial portion of
the Property. Derasari does not want to invest more into the Property, and the Property continues
to deteriorate from the inability to maintain the Property. The loss of value and the extent of
ongoing damage is difficult to ascertain.

18. Under §§ 605.0702(1)(b)(2), (4) and (5), Florida Statutes, this Court may dissolve
Manjul & Anthony and order a sale of its sole and single asset.
 
 
19. Derasari requests the Court to dissolve Manjul & Anthony and to order the sale of
the property through a real estate agent that is acceptable to Kirkpatrick and Derasari. If
Kirkpatrick and Derasari cannot agree on a real estate agent and listing agreement, then Derasari
requests the Court to select a real estate agent with whom Manjul & Anthony will list the Property
with and who will sell the Property on terms and for a price agreed to by Derasari and Kirkpatrick
or as ordered by the Court.

WHEREFORE, Derasari respectfully requests the Court to enter an order dissolving
Manjul & Anthony, directing the sale of its sole asset on terms agreed to by Kirkpatrick and
Derasari, or in the event that they cannot agree on the sale terms, on terms ordered by the Court,
and for such other relief as the Court deems appropriate.

Respectfully submitted this 11th day of March, 2019.

JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP

By: /s/ Darryl R. Richards DARRYL R. RICHARDS, ESQ.
Florida Bar No. 348929 GARRISON M. COHEN, ESQ.
Florida Bar No. 1002390 SunTrust Financial Centre
401 E. Jackson Street, Suite 3100 Tampa, FL 33602
(813) 225-2500 (Telephone) (813) 223-7118
(Facsimile) darrylr@jpfirm.com (Primary Email)
garrisonc@jpfirm.com (Primary Email) gwenb@jpfirm.com
(Secondary email) Attorneys for Plaintiff

EXHIBIT 5

From: Gwenda D. Braman [mailto:GwendaB@jpfirm.com]
Sent: Tuesday, March 19, 2019 4:49 PM
To: Schaaf, Gary

Subject: DERASARI v. KIRKPATRICK

Good afternoon, Mr. Schaaf – Pursuant to your discussions with Darryl Richards regarding the above matter, attached is an Acceptance of Service on behalf of Dr. Kirkpatrick. Please sign and return it to our office for filing with the court.

If you have any questions, please do not hesitate to contact our office. Thank you.

Gwen

EXHIBIT 6

From: Darryl R. Richards [mailto:DarrylR@jpfirm.com]
Sent: Wednesday, March 20, 2019 10:52 AM
To: Schaaf, Gary
Subject: RE: Acceptance of Service - DERASARI v. KIRKPATRICK - K25110/386111

Thank you

From: Schaaf, Gary <GSchaaf@beckerlawyers.com>
Sent: Wednesday, March 20, 2019 10:47 AM
To: Darryl R. Richards <DarrylR@jpfirm.com>; Stubbs, Kiara <KStubbs@beckerlawyers.com>; Gwenda D. Braman <GwendaB@jpfirm.com>
Subject: RE: Acceptance of Service - DERASARI v. KIRKPATRICK - K25110/386111

That won’t be a problem, Darryl.

You’ll have them by the end of this week.

-Gary

From: Darryl R. Richards [mailto:DarrylR@jpfirm.com]
Sent: Wednesday, March 20, 2019 10:45 AM
To: Stubbs, Kiara <KStubbs@beckerlawyers.com>; Gwenda D. Braman <GwendaB@jpfirm.com>
Cc: Schaaf, Gary <GSchaaf@beckerlawyers.com>
Subject: RE: Acceptance of Service - DERASARI v. KIRKPATRICK

To be clear, if we do not receive the response to my letter and your client’s “story” on or before March 29, we will not agree to an extension beyond April 9. Darryl

From: Stubbs, Kiara <KStubbs@beckerlawyers.com>
Sent: Wednesday, March 20, 2019 10:22 AM
To: Gwenda D. Braman <GwendaB@jpfirm.com>
Cc: Schaaf, Gary <GSchaaf@beckerlawyers.com>; Darryl R. Richards <DarrylR@jpfirm.com>
Subject: Acceptance of Service - DERASARI v. KIRKPATRICK

This message originated from outside Johnson, Pope, Bokor, Ruppel, & Burns, LLP

Good Morning, Gwenda:

I attach the Acceptance of Service form, which you provided, signed by Mr. Schaaf and dated as of today’s date.

While Dr. Kirkpatrick’s response to the Complaint will otherwise be due 20 days from today, on April 9, 2019, pursuant to Mr. Schaaf’s agreement with Mr. Richards, the time for such response will be tolled upon Mr. Richards’ receipt of Mr. Schaaf’s reply to his outstanding letter of December 26, 2018, and our client’s “story” document, unless and until Mr. Richards thereafter provides notice of our need to respond to the Complaint, in which case our client will have either 10 days, or the number of days left in the original 20-day response period on the date on which the response and “story” were received, whichever is shorter, to file and serve his response to the Complaint.

Thank you for your time and attention.

Best Wishes,

From: Gwenda D. Braman [mailto:GwendaB@jpfirm.com]
Sent: Tuesday, March 19, 2019 4:49 PM
To: Schaaf, Gary <GSchaaf@beckerlawyers.com>
Subject: DERASARI v. KIRKPATRICK

Good afternoon, Mr. Schaaf – Pursuant to your discussions with Darryl Richards regarding the above matter, attached is an Acceptance of Service on behalf of Dr. Kirkpatrick. Please sign and return it to our office for filing with the court.

If you have any questions, please do not hesitate to contact our office. Thank you.

Gwen

EXHIBIT 7

From: Darryl R. Richards [mailto:DarrylR@jpfirm.com]
Sent: Monday, May 06, 2019 11:28 AM
To: Schaaf, Gary <GSchaaf@beckerlawyers.com>
Subject: Manjul & Anthony

Gary,

I write in response to your letter of March 22, 2019, in which you reference a dispute between Dr. Kirkpatrick and Dr. Derasari. I will not respond to all claims in your letter or your client’s “story” document because I do not believe that is productive, but I will state generally that we do not agree with your claims or legal positions. As you know this dispute involves two properties – one owned by Manjul and Anthony, LLC (the “LLC building”) and one owned by Dr. Derasari (the “Medical building”). In your letter, you contend that Dr. Kirkpatrick has the right to use the LLC building for his benefit and without paying any rent to the LLC. In support, you reference the Professional Agreement and Section 6 of the lease agreement for the Medical building. Section 6 states that Tenant “shall use and occupy the demised premises in a careful, lawful, safe and proper manner and shall at all times keep the demised premises (interior and immediately surrounding exterior) in a reasonably neat and orderly condition, clean and free from rubbish and dirt.” The lease also describes the demised premises as 1910 E. Busch Blvd. That is the address for the Medical building. The Lease does contain any provisions for the lease or use of the LLC building. The Lease does state that the Professional Agreement includes a description of the Tenant’s use of the property. That Agreement states that your client “shall arrange for your professional association and the Foundation to occupy space and share equipment and facilities with Dr. Derasari’s practice in the medical building…” (emphasis added). The Agreement only provides for lease and use of the medical building, not the LLC. The Agreement does state that the parties acquired the LLC building to create an overall atmosphere for the property conducive to the medical practices and the Foundation but does not grant any rights to your client to use and occupy the LLC building rent free. You also reference a December 2012 document that you claim has some legal force. While I question the legal effect of the Professional Agreement and the 2012 document, they make little difference to our position and in fact, bolster our claim regarding the LLC building. The 2012 document specifically references a sale of building #2. It gives your client an option to purchase at fair market value. Your client rejected that option so there currently is no impediment to selling building #2 through a judicial dissolution if your client does not consent to listing and selling the LLC building. The LLC building is in a condition that is conducive to your client’s practice and the Foundation regardless of who owns it. Being conducive in atmosphere does not equate to rent free use.

You claim that your client requires additional space for storage and the is what creates the need for use of the LLC building. I very much doubt that the parties acquired rentable space at the price paid to use for storage. We have considered the proposal in your letter to resolve the differences between our clients. You client’s biggest issue with selling the LLC building is his loss of storage space. We have an alternative proposal. We propose that your client take additional space in the Medical building for storage starting June 15 and the parties list the LLC property for sale on agreed listing terms and with a mutually agreed agent. Your client would pay rent for the additional space in the Medical building. The per square price for the additional space would be $16. Your client would rent the additional space for the balance of the lease term that ends in 2023. Please let me know if this proposal is acceptable to your client. Darryl