Case No: 0922-CC01036
IN THE CIRCUIT COURT
OF THE CITY OF ST. LOUIS
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PAUL GUZZARDO, |
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Plaintiff. |
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v.
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GRAND CENTER, INC, a Missouri corporation; VANDEVENTER SPRING REDEVELOPMENT CORP., a Missouri corporation; and CITY CENTER REDEVELOPMENT CORP., a Missouri corporation,
Defendants.
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PETITION
COMES NOW, Plaintiff Paul Guzzardo, by and through his attorneys Callis, Papa, Hale, Szewczyk & Danzinger, P.C. and The Simon Law Firm, P.C. and states his Petition as follows.
STATEMENT OF FACTS
1. Plaintiff, Paul Guzzardo, at all times was a resident of St. Louis County, Missouri and now resides in the City of St. Louis, State of Missouri.
2. Defendant, Grand Center, Inc.(“Grand Center”), is a Missouri not-for-profit corporation, with its principal place of business located at 634 N. Grand Avenue, Ste. 10A, in the City of St. Louis, State of Missouri.
3. Defendant, Vandeventer-Spring Redevelopment Corp. (“VSRC”), is a Missouri corporation, with its principal place of business located at 634 N. Grand Avenue, Ste. 10A, in the City of St. Louis, State of Missouri.
4. Defendant, City Center Redevelopment Corp. (“CCRC), is a Missouri corporation with its principal place of business located at 634 N. Grand Avenue, Ste. 10A, in the City of St. Louis, State of Missouri.
5. CCRC was established pursuant to the Missouri Urban Redevelopment Law, RSMo. Sec. 353.010 et seq.
6. VSRC is a wholly owned subsidiary of Grand Center.
7. Grand Center owns all of the issued and outstanding stock of CCRC.
8. Jurisdiction is proper in the Circuit Court for the City of St. Louis because all parties reside in the State of Missouri.
9. Venue is proper in the Circuit Court for the City of St. Louis because the events in this matter occurred in the City of St. Louis and Defendants have their principal place of business in the City of St. Louis.
10. That an area of midtown St. Louis located due north of the campus of St. Louis University in which various entertainment and cultural venues have existed from time to time has been commonly known as the Grand Center District.
11. The City of St. Louis declared that the Grand Center District was blighted in 1974 pursuant to the Urban Development Corporations Law RSMo Chapter 353. In 1981, the City of St. Louis adopted Ordinance 58270, approving CCRC’s plan to redevelop the district. The City of St. Louis further granted CCRC the power of eminent domain over property that could not be acquired through good faith negotiations. In 2003 the City of St. Louis enacted the Grand Center Tax Increment Blighting Analysis and Redevelopment Plan (TIF) as a catalyst or means to develop the Grand Center District into a vibrant, economically self-sufficient cultural and theater district which included historical and modern artistic works.
12. In approximately July 2003, Vincent Schoemehl, Jr Grand Center and VSCR, and Emily Pulitzer , a director of Grand Center Inc., approached Plaintiff about becoming a sub-developer of CCRC’s redevelopment district on a lot located at 3699 Olive Boulevard, St. Louis, MO. Plaintiff was consulted because of his research in public space design and emerging information technology.
13. On or about March 15, 2004, Plaintiff and Schoemehl, acting as President of Grand Center and VSCR entered into an “Option Contract to Purchase Real Estate” (“Option Contract”) attached hereto and incorporated herein, marked as Exhibit A .
14. The Option Contract granted Plaintiff, the exclusive right and option to purchase a redevelopment lot in Grand Center, located at 3699 Olive Boulevard in the City of St. Louis, MO.
15. The Option Contract further provided that Plaintiff would improve the lot and construct a “Media Box” on the property, and Plaintiff would submit program and content summaries, architectural development plans and architectural concepts to Grand Center for approval. All such documents and plans were to remain the property of Plaintiff and were proprietary and confidential.
16. On or about March 25, 2004, Grand Center’s Board of Directors approved the Option Contract, as evidenced by the letter from Vincent C. Schoemehl to Paul Guzzardo, dated March 25, 2004, attached hereto and incorporated herein, marked as Exhibit B.
17. That Vincent C. Schoemehl represented to Plaintiff that all reasonable, good faith efforts would be made by him, Grand Center, VSCR and their representatives to acquire the property at 3699 Olive Boulevard, and Plaintiff relied upon these representations and performed services, as hereinafter alleged, which satisfied the terms and conditions of the Option Contract.
18. Throughout 2004 with the knowledge and consent of Vincent C. Schoemehl and other representatives of Grand Center and VSCR, Plaintiff developed content models and architectural concepts for a Media Box; the Media Box was a prototype information age structure designed and intended to be a platform to examine and display the communication scholarship of St. Louis University media theorists, Father Walter Ong and Marshall McLuhan; incorporating state of the art projection technology the Media Box was intended to serve as a public stage for the interplay of complex communication systems and a public venue to view media art with large outdoor projections of video displays.
19. Plaintiff promoted the Media Box locally, nationally and internationally during this period. Plaintiff’s efforts included a December 31, 2004 digital projection onto the concrete exterior walls of the Pulitzer Foundation of the Arts within the Grand Center District as a preview of the Media Box content. It also demonstrated how the Media Box could activate Grand Center as a nighttime public arts venue.
20. In late 2004, VSRC initiated condemnation proceedings pursuant to its authority but without Plaintiff’s participation, against Gentle Day, Frances Day, and Royal Auto Repair, Inc., the owners of 3699 Olive Boulevard, in the City of St. Louis. Plaintiff was not involved in these actions.
21. On January 31, 2005, the St. Louis Post Dispatch newspaper published an article by Jake Wagman entitled “Eminent Domain Takes Aim at Life’s Work,” which highlighted the legal actions between Grand Center, the Days and Royal Auto Repair, Inc. The article identified Plaintiff and the Media Box as the project/building that would be located at 3699 Olive Boulevard following the exercise of eminent domain.
22. Vincent C. Schoemehl and other representatives of Grand Center and VSRC directed the media to Plaintiff for information about the Media Box project and the legal actions being used to secure the property at 3699 Olive Boulevard, creating a false public impression that Plaintiff was responsible for the attempts to secure the property of the Days and Royal Auto Repair, Inc.
23. Following publication of the Wagman article, Gentle Day appeared at public rallies and became a figure-head for an alleged abuse of eminent domain by VSRC, its contractors and consultants, including Plaintiff.
24. Once Vincent C. Schoemehl and representatives of Grand Center and VSRC publicly disclosed Plaintiff’s identity and association with the Media Box project, no attempt was made to publicly clarify or correct the information which falsely identified Plaintiff as a person who was responsible for the attempts to secure the property of the Days and Royal Auto Repair, Inc..
25. On or about May 17, 2005, Vincent Schoemehl notified Plaintiff that Grand Center’s Board of Directors had voted to cease their efforts to obtain 3699 Olive Blvd. Boulevard.
COUNT I
BREACH OF CONTRACT
26. Plaintiff incorporates and re-alleges Paragraphs 1 through 25 of his Petition into this Count I, as if fully set forth herein.
27. A valid Option Contract marked Exhibit A and attached hereto existed between Plaintiff and Defendant VSRC, signed by both Plaintiff and Defendant VSRC’s president, Vincent Schoemehl, Jr.
28. The Option Contract required Defendant VSRC to deliver marketable title to Plaintiff, and initiate condemnation proceedings on the 3699 Olive Boulevard property if necessary.
29. The Option Contract granted Plaintiff the right to purchase the said property and develop the Media Box, with plans subject to Defendant Grand Center’s approval.
30. VSRC and its representatives had a duty to exercise reasonable, good faith efforts to acquire 3699 Olive Boulevard and to exercise good faith in its use of eminent domain to do so.
31. The Option Contract required both parties to cooperate with each other to carry out their respective obligations under the Option Contract.
32. Defendant failed to conduct good faith negotiations to acquire 3699 Olive Boulevard
33. Defendant failed to exercise good faith in the use of its eminent domain powers by failing to offer Gentle Day a fair price for his land or a suitable alternate location, in violation of the provisions of the Grand Center Tax Increment Blighting Analysis and Redevelopment Plan.
34. As a direct result of Defendant VSRC’s failure to conduct good faith negotiations under the Option Contract, or effectively acquire 3699 Olive Boulevard, by eminent domain, Defendant was not able to deliver marketable title thereto and breached the Option Contract, and Plaintiff was unable to build the Media Box as provided in said Option Contract.
35. Plaintiff was damaged by the loss of fees, payments and earnings to which he was entitled pursuant to the Option Contract.
WHEREFORE, Plaintiff, Paul Guzzardo, prays that this Honorable Court enter judgment in his favor and against Defendants, for compensatory damages in the amount in excess of FIFTY THOUSAND DOLLARS ($50,000.00) plus costs of suit, and for such other and further relief as may be just and proper.
COUNT II
BREACH OF CONTRACT
36. Plaintiff incorporates and re-alleges Paragraphs 1 through 35 of his Petition into this Count II, as if fully set forth herein.
37. The Option Contract between the parties hereto required Plaintiff to deliver to Defendant “architectural concepts, financial feasibility study and prospective program and content summary” for the Media Box project during the Options Period. Plaintiff did deliver the required documents during said Options Period.
38. Plaintiff did deliver the required documents during said Option Period.
39. The Option Contract required that Defendant treat all referenced documents as proprietary and confidential.
40. Among other documents delivered by the Plaintiff to the Defendant in furtherance of the Option Contract, the Plaintiff provided a memorandum describing the Media Box to the Grand Center Board of Directors. See email and memorandum sent to Vincent Schoemehl, Jr. dated March 23, 2004 which is attached hereto and incorporated herein and marked as Exhibit C.
41. After Defendant Grand Center ceased its efforts to acquire 3699 Olive Boulevard, a lot in the Grand Center District on which the shell of a burned church was located was suggested as an alternative location for the Media Box by Vincent Schoemehl, Jr. to Plaintiff.
42. Plaintiff proposed inserting features of the Media Box into the derelict church structure. Plaintiff described how the church could be transformed into a glowing new media information lamp and light up Grand Center.
43. Discussions between Plaintiff and Defendants concerning the church property ceased in approximately July 2005.
44. Neither Defendants nor their agents contacted Plaintiff again about work arising out of the Options Contract until December of 2006, when Vincent Schoemehl sought Plaintiff’s assistance in designing a light projection project in the Grand Center District.
45. In response to the January 10, 2007 request of Vincent Schoemehl about the light projections project, Plaintiff prepared a memorandum for Defendants. In the memorandum the Plaintiff described various projects and processes that could used to incorporate digital media into Grand Center. Thereafter the Plaintiff had no further communication from Defendants or their agent. Recently the Plaintiff learned that the Defendant’s agent, the Pulitzer Foundation for the Arts, had inaugurated the Community Light Project. Said Project involved repeated multimedia projections on buildings in the vicinity of 3699 Olive Boulevard. It also included the installation of lamps into the shell of the above described burned out church, and made use of Plaintiff’s proprietary and confidential designs.
46. Plaintiff received no compensation or acknowledgment for the plans he proposed to Defendants in confidence for use at the above described burned out church and elsewhere in Grand Center.
47. Defendant Grand Center and Defendant’s agent’s appropriation of Plaintiff’s proprietary and confidential designs is a clear violation of Plaintiff’s proprietary and confidential interests and a willful breach of the Option Contract.
WHEREFORE, Plaintiff, Paul Guzzardo, prays that this Honorable Court enter judgment in his favor and against Defendants, for compensatory damages in the amount in excess of FIFTY THOUSAND DOLLARS ($50,000.00) plus costs of suit, and for such other and further relief as may be just and proper.
COUNT III
NEGLIGENCE
48. Plaintiff incorporates and re-alleges Paragraphs 1 through 47 of his Petition into this Count III, as if fully set forth herein.
49. The Option Contract and Defendants’ initiation of eminent domain proceedings as aforesaid for the ultimate benefit of the Plaintiff created a duty that Defendants exercise reasonable care in their actions dealing with the Days and Royal Auto Repair, Inc.
50. Prior to the publication of the Jake Wagman article on January 31, 2005, in the St. Louis Post Dispatch, Mr. Wagman contacted Vincent C. Schoemehl to inquire about the eminent domain proceedings on the 3699 Olive Boulevard property; Vincent C. Schoemehl disclosed and provided Plaintiff’s name to Mr. Wagman and the public at large, and Schoemehl directed Wagman to contact Plaintiff about the Media Box and the methods being used to obtain the property; Schoemehl thereby created the false impression that Plaintiff was responsible for the attempts to secure the property from the Days and Royal Auto Repair, Inc.
51. The actions of Schoemehl in this regard violated his duty to exercise reasonable care in the performance of his obligations under the Option Contract.
52. The Wagman article heavily criticized Plaintiff and falsely identified him as responsible for the eminent domain actions against the Days and Royal Auto Repair, Inc.
53. Neither Schoemehl nor any other representative of any of the Defendants informed Mr. Wagman that Plaintiff had no involvement with the actual eminent domain action against 3699 Olive Boulevard and was involved in no way with any negotiations to purchase the property from the Days and Royal Auto Repair, Inc.
54. As a direct and proximate result of Defendants’ failure to exercise reasonable care, Plaintiff was labeled a “racist” and an “elitist” on multiple online blogs and articles.
55. As a direct and proximate result of Defendants’ failure to exercise reasonable care which caused racial accusations and adverse publicity against Plaintiff and the Media Box, Plaintiff was removed from the Board of the Humanities Instructional Television Educational Center.
56. As a direct and proximate result of Defendants’ failure to exercise reasonable care which caused racial accusations and adverse publicity against Plaintiff and the Media Box, Plaintiff was excluded from participation in two downtown St. Louis public media projects -the St. Louis Old Post Office and the Gateway Mall Expansion. Plaza
57. As a direct and proximate result of Defendants’ failure exercise reasonable care which caused racial accusations and adverse publicity against Plaintiff and the Media Box and because of the racial accusations and adverse publicity arising from the Media Box eminent domain issue, Plaintiff was denied an association with a St. Louis community media and arts organizations in the further development of “The San Clemens Remix” project.
58. As a direct and proximate result of Defendants’ failure to exercise reasonable care Plaintiff’s professional reputation has been irreparably damaged and, Plaintiff has suffered emotional distress and missed commercial and business opportunities to advance his research and theories of mass communication, all to his damage in an amount in excess of FIFTY THOUSAND DOLLARS ($50,000.00).
WHEREFORE, Plaintiff, Paul Guzzardo, prays that this Honorable Court enter judgment in his favor and against Defendants, for compensatory damages in the amount in excess of FIFTY THOUSAND DOLLARS ($50,000.00) plus costs of suit, and for such other and further relief as may be just and proper.
CALLIS, PAPA, HALE, SZEWCZYK
& DANZINGER, P.C.
By: John T. Papa- 02140780
1326 Niedringhaus Avenue
P.O. Box 1326
Granite City, IL 62040
(618) 452-1323
(618) 452-8024 Fax
AND
THE SIMON LAW FIRM, P.C.
Anthony G. Simon #38747
701 Maket Street, Suite 1450
St. Louis, MO 63101
314-241- 2929
314-241- 541-2029 Fax
ATTORNEYS FOR PLAINTIFF