Fed.R.Civ.P. 12(b)(7). Since the Amended Complaint is
dismissed in its entirety, the defendants' other motions are
moot (see Rhulen Agency, Inc. v. Alabama Insurance Guaranty
Ass'n, supra, 896 F.2d at p. 678).
This action concerns a real estate development project for
the construction of 1,690 luxury apartment units in Jersey
City, New Jersey known as "Port Liberte." The owner of the
project is a New Jersey limited partnership named "Port
The project was financed by a consortium of New Jersey
banks, the defendants in this action. Certain of these banks
also retained an equity interest in the project. According to
the Amended Complaint, the defendant banks provided
approximately $158,000,000 in financing for the construction
and land development of the project.
Defendant City Federal was the "lead lender" in the
financing consortium and owned a twenty five percent equity
interest in the project. As lead lender, City Federal was
charged with the responsibility of overseeing the project and
was authorized to carry out "all" negotiations with the
general contractor and Port Liberte Partners.
Plaintiff, a New York corporation, was a subcontractor on
the Port Liberte project. Plaintiff contracted with the
general contractor, Sordoni Construction Co. ("Sordoni"), to
provide gypsum drywall and interior carpentry for the agreed
upon price of $3,923,000.
In early 1989, Port Liberte Partners defaulted on its loans
and construction at the project ceased. According to the
plaintiff, "[o]n or about July 9, 1989, arrangements were made
with the Defendants acting by and through City Federal, as the
lead lender, and Sordoni, as the Construction Manager,
pursuant to which the Defendants agreed to provide sufficient
funding to complete the so-called `Phase I' of construction at
the Project." In addition, the plaintiff alleged as follows:
"¶ 32. On July 11, 1989, Sordoni represented to the
various subcontractors, including Plaintiff, at a
meeting held for that purpose on the construction
site, that Sordoni had received confirmation from
Defendant City Federal and the Owner that
sufficient financing had been secured to pay past
due invoices and to complete the balance of Phase I
of the project. . . .
¶ 33. On or about July 11, 1989, Defendant City
Federal delivered a letter dated the same date to
the Owner . . . pursuant to which Defendant City
Federal, acting for itself and the other
Defendants, represented to the Owner that the loan
being assembled would be sufficient in amount to
complete Phase I. Such letter was delivered by or
on behalf of the Defendants to Sordoni and the
Owner with the knowledge and understanding that
such letter would be used by Sordoni, acting on
behalf of City Federal and the other Defendants,
and the Owner, to induce subcontractors, including
Plaintiff, to return to work and complete Phase I
of the project. . . .
¶ 36. On July 11, 1989, Defendant City Federal
knew, or should have known, that it was financially
troubled or insolvent and, in fact, unable to carry
out its representations to the Plaintiff and the
other subcontractors on the Project that it and the
other Defendants were in fact unable to finance
completion of the Project."
Circle Industries alleged that in reliance on the defendants'
assurances it expended $1,500,000 in work, labor and services
on the Port Liberte project, none of which has been paid to