The Wilf family principals, Leonard, Mark and Zygi, took a pounding last week in a New Jersey courtroom. They had hung tough on a 21-year-old dispute with partners in an apartment deal, only to lose. Spectacularly.
The judge said she found fraud, breach of contract, breach of fiduciary duty and racketeering in how the Wilfs took money out of the partnership through fees and other means, commenting that “I do not believe I have seen one single financial statement that is true and accurate” out of the Wilfs.
These three are also the principals of the Minnesota Vikings, of course, and thus partners in the proposed $975 million stadium in Minneapolis. The Minnesota Sports Facilities Authority on Tuesday announced that it was taking a deep due diligence dive into the New Jersey suit and other matters related to the Wilfs.
Keep in mind that the New Jersey suit involved just one deal among the hundreds, if not thousands, that the Wilf family has completed. It’s grossly unfair to conclude from one rancorous dispute that what happened there is how the Wilfs always work.
Still, it’s not every day that a senior judge uses the term “evil” to describe the intention of parties in a lawsuit.
And for the Wilfs to have climbed from obscurity in suburban New Jersey to the ranks of professional sports owners, you have to assume a few partners and creditors and tenants got bruised along the way.
A former Minnesota Vikings employee named Dennis Green might put it this way: The Wilfs are who we thought they were.
There is a lesson in the story of this litigation, and it’s what happens when a controlling shareholder is feeling too much in control.
The dispute is over a 25 percent interest once held in the Rachel Gardens apartment project by Ada Reichmann and 25 percent owned by her brother, Josef Halpern. The Wilfs owned the rest.
When Ada Reichmann was effectively carved out of the partnership in 1992, she filed suit. She actually won initially, but the court ruled that her equity as of 1992 had no value.
That opinion of value was overturned on appeal in late 2006, putting the matter back into a lower court for the trial that is now wrapping up.
A partnership like the one that built Rachel Gardens, an apartment complex, is typical in real estate. A big family real estate company isn’t usually one company, more like hundreds of them. What’s critical is to make sure your firm or partner is always named as chief manager or general partner of these companies.
It’s not particularly rare for the general partner to also have the management contract for the property, charging fees for managing the property, doing the accounting, leasing and arranging financing. The partner in charge of the partnership’s checkbook also has a lot of latitude in how the partnership is financed, including deciding on the timing of distributing profits or taking on debt.
The Wilfs were very much in control of this deal. Zygi Wilf later said in court that, even after the appellate court handed down its decision, they continued to do business as they had before.
It’s interesting to read through accounts of the trial in New Jersey’s Star-Ledger newspaper and see glimpses of the Wilfs’ thinking. One story reported that Zygi Wilf, then on the stand, said he regretted having cut off payments to Halpern in November 2009. At the time Halpern was getting a distribution of profits of $20,000 a month and a $4,333 monthly salary.
The Wilfs had said that they were concerned about the economy and about increasing vacancies when they ended payments to Halpern. Even so, they took a total of $1.275 million in management fees from the partnership within the previous four months.
“We were entitled to those fees,” Zygi Wilf told the court.
The relevance of these events a thousand miles from the Minneapolis site of a proposed stadium depends upon the kind of business relationship we in Minnesota have with the Wilfs.