FILED: NEW YORK COUNTY CLERK 11/23/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 11/23/2016

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1 FILED: NEW YORK COUNTY CLERK 11/23/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 11/23/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK John DeWitt, Patricia DeWitt, Peter Elarde, Virginia Elarde, Gloria Howard, Ida Owens, Gilbert Setochan, Terese Selochan, Barbara Elleman, Richard Sherman, Karen Sherman, Judith Gold, Don Skewett and Kimberly Skewett. Plaintiffs, Index No /2016 REVISED PROPOSED THIRD AMENDED - against - COMPLAINT The Manhattan Club Timeshare Association, Inc., T. Park Central, LLC, O. Park Central, LLC, The Manhattan Club Marketing Group, LLC, New York Urban Ownership Management, LLC, Park Central Management, LLC, Bruce Eichner, Leslie Eichner, Stuart Eichner, Scott Lager, and Does 1-50 (fictitious names), Defendants Plaintiffs, by and through their attorney, Elaine Platt, Esq, acting as local counsel for US Consumer Attorneys, P.A., allege on behalf of themselves and on behalf of all others similarly situated, of their own knowledge and conduct and upon information and belief as to all other matters, as follows: INTRODUCTION 1. Plaintiffs bring this action in their individual capacities and as proposed class representatives, on behalf of all other similarly situated individuals who are New York residents and current and/or former owners of Flexible Timeshare Ownership Interests in the MANHATTAN CLUB ( Timeshare Project ) during the applicable statutory period,

2 to recover damages for (1) Violations of New York General Business Law 349 ; (2) breach of implied covenant of good faith and fair dealing; and (3) Common law fraud. JURISDICTION AND VENUE 2. This Court has personal jurisdiction over the Parties on the grounds that the Defendants wrongful conduct alleged herein occurred in the State of New York and in the County of New York. 3. Venue is proper pursuant to CPLR 503 (a) on the grounds that the Defendant s place of business and the events and/or wrongful conduct that give rise to the claim alleged herein occurred in the State of New York and in the County of New York. THE PARTIES 4. Plaintiffs John DeWitt and Patricia DeWitt (hereinafter DeWitt ) are individuals residing in Lakewood Ranch, Florida. 5. Plaintiffs Peter Elarde and Virginia Elarde (hereinafter Elarde ) reside in Long Beach, New York. 6. Plaintiff Barbara Elliman (hereinafter Elliman") is an individual residing in Amhurst, Massachusetts. 7. Plaintiff Gloria Howard (hereinafter Howard ) is an individual residing in Brooklyn, Connecticut. 8. Plaintiff Ida Owens (hereinafter Owens ) is an individual residing in Rockville, Maryland.

3 9. Plaintiffs Gilbert Selochan and Teresa Selochan (hereinafter Selochan ) reside in Ellington, Connecticut. 10. Plaintiffs Richard Sherman and Karen Sherman (hereinafter Sherman ) are individuals who reside in Plainview, New York. 11. Plaintiff Judy Green (hereinafter Green ) is an individual residing in Monticello, New York. 12. Plaintiffs Don Skewitt and Kimberly Skewitt, (hereinafter Skewitt ) are individuals residing in Ellington, Connecticut. 13. All plaintiffs shall be collectively referred to as Plaintiffs. 14. Each of the plaintiffs has or had title to a timeshare interest in a property owned and managed by Defendants. 15. Defendant, Manhattan Club Timeshare Association, Inc. (hereinafter Manhattan Club ) is a corporation, registered in the state of New York, and upon information and belief, operates a timeshare associations from its primary location, which is located at 200 West 56th Street, New York, NY 10019, in which the Plaintiffs each have title to a timeshare interest. 16. Defendant T. Park Central, LLC, (hereinafter T. Park ) is a New York limited liability company, and the sponsor of Phases I, II, and III, and stage 1 of phase 8 of the Manhattan Club, located at 200 West 56th Street, New York, NY Defendant O. Park Central, LLC (hereinafter O. Park ) is a New York limited liability company, and the managing member of sponsor.

4 18. Defendant The Manhattan Club Marketing Group, LLC (hereinafter Club Marketing ) is a limited liability company, and Sponsor s agent that sells ownership interests to the public, in the New York Manhattan Club. 19. Defendant New York Urban Ownership Management, LLC (hereinafter Management ) is a New York limited liability company, and the management company for the Manhattan Club. 20. Defendant Ian Bruce Eichner is an individual who resides in New York State, and is a principal of T. Park Central LLC, O. Park Central LLC, the Manhattan Club Marketing Group LLC and the New York Urban Ownership Management, LLC. 21. Defendant Leslie H. Eichner is an individual who resides in New York State, and is a principal of T. Park Central LLC, O. Park Central LLC, the Manhattan Club Marketing Group LLC and the New York Urban Ownership Management LLC. 22. Defendant Stuart P. Eichner is an individual who resides in New York State, and is a principal of T. Park Central LLC, O. Park Central LLC, the Manhattan Club Marketing Group LLC, and the New York Urban Ownership Management LLC. Stuart P. Eichner also is a Sponsor-appointed member and the President of the Manhattan Club Timeshare Association, Inc. 23. Defendant Scott L. Lager is an individual, a Sponsor-appointed member and the Vice President of the Timeshare Association. 24. The true names and capacities of the Defendants sued herein as DOES 1-50 are unknown to Plaintiffs who therefore sue DOE Defendants by their fictitious names. Plaintiffs will

5 request leave of the Court to amend this Complaint to set forth DOE Defendants true names and capacities when the same have been ascertained. Plaintiffs allege, that each of the fictitiously named Defendants is responsible in some manner for the occurrences and damages herein alleged. Said DOE Defendants, were acting as the agents, servants, and/or employees of each of the other Defendants within the scope of their agency and/or employment with full knowledge, consent, permission and ratification, either express or implied, of each of the other Defendants in performing the acts alleged in this Complaint. STATEMENT OF FACTS 25. Since 1996, Sponsor has been selling ownership interests in a timeshare known as the Manhattan Club. 26. The Manhattan Club is located in Midtown Manhattan. 27. The Manhattan Club s timeshare plan, provides for 75% of the owners to have flexible ownership whereby they own a fractional interest of a particular unit but nevertheless have the ability to reserve any unit of the same accommodation type at any time of the year, subject to availability. 28. Thus, in theory, an annual ownership interest in the Manhattan Club means the ability to reserve and use a room for seven consecutive or nonconsecutive nights per year. 29. In reality, it is extremely difficult if not impossible for Manhattan Club owners to actually reserve rooms.

6 30. Moreover, the owners yearly common charges have increased by approximately 400% over the past decade. 31. The discrepancy between what Manhattan Club Owners are getting versus what they are paying for, is so extreme that many owners who originally paid between $15,000 and $25,000 for their ownership interests, have sold them back to the Sponsor for only $1, just to escape the burden of paying the common charges. 32. Correspondingly, because of the way the Manhattan Club has been operated (frustrating Owner s ability to use their interests, and ever escalating maintenance,) there is now no resale market for ownership interests in the Manhattan Club. THE INVESTIGATION OF THE ATTORNEY GENERAL 33. In 2014 the Attorney General received more than 100 complaints about the Manhattan Club, and decided to do its own investigation. 34. NYAG sent undercover investigator to the Manhattan Club to video record the Sponsor s sales presentation for flexible ownership. 35. NYAG compared Sponsor s selling agents oral representations, with Sponsor s written representations in the Manhattan Club offering plan. 36. NYAG s investigation revealed: a) As part of Sponsor s marketing scheme, its selling agents deliberately withheld the offering plan from prospective purchases.

7 b) Sponsor s selling agents misrepresented the equity or resale value of an ownership interest, indicating that it would go up in value every year. c) Sponsor s selling agents misrepresented that the Manhattan Club does not rent rooms to non-owners. d) Sponsor s selling agents misrepresented the reservation policies applicable to owners of flexible interests. e) Sponsor s relationships with Bluegreen Vacations and RCI are negatively impacting the ability of owners of flexible interests to reserve rooms at the Manhattan Club: - sponsor bulk banks seven consecutive nights per owner, per year, based on Management s estimate of what it thinks is the number of Manhattan Club owners, who will participate in RCI s external exchange program. - According to ACRIS, Sponsor sold the very same units to Bluegreen, that it sold to other owners; in fact, they OVERSOLD them. THE EXPERIENCES OF PLAINTIFFS IN THIS ACTION Judy Green 37. Judy Greene is the owner of a one week Silver Flex Interest in unit 1902, purchased on November 30, 2000, for $17, Judy s friends, Peter and Virginia Ellarde, invited her to stay as their guest, in their timeshare unit at the Manhattan Club. 39. While she was there, she made an appointment to speak to a sales agent.

8 a) Investment Value 40. The salesperson emphasized the investment value of the purchase. 41. He said: You ll double your investment. 42. He augmented You could always sell it. b) Making Reservations 43. For the first few years after the purchase, Judy had no problem making reservations. 44. She could make reservations on two to three weeks notice. 45. There was no requisite minimum advance booking period. 46. Starting in year 2004, reservations became increasingly more difficult to obtain. 47. In year 2004, she called two months in advance, and was told that all spaces in her requested month (and for several months following that month) were filled. 48. She was advised to call six months in advance. 49. In year 2006, she was told to call nine months in advance. 50. Judy s feelings: Who knows what would be my need nine months out? 51. Judy made several complaints about the long lead time needed to make a reservation. 52. Her complaints fell on deaf ears.

9 c) Maintenance 53. In year 2000, her maintenance was $ By 2010, the maintenance increased to $1,800 an increase of more than 400%! d) Efforts to Sell 55. In 2011, Judy looked online, to see if there was any market for her timeshare. 56. Sadly, she noticed that there were many timeshare units from the Manhattan Club being offered for sale, for just $1! 57. She approached a company named Timeshare Acquisitions that had advertised its service for terminating timeshare interests. 58. Judith paid this company $2,695 to end her timeshare at the Manhattan Club. 59. Unfortunately, the company went out of business and Judith lost this money. 60. In November of 2011, Judith approached another company, Timeshare Closing Services, to obtain help in ending her timeshare obligation at the Manhattan Club. 61. This company succeeded in this task, but charged Judith $4,900 for this service. 62. Judith also paid $500 to an attorney, to help facilitate the process of terminating her timeshare. 63. And the Manhattan Club demanded $1,822, the maintenance fee for the transaction year, when Judith had no option to use the space. 64. It cost Judith $9717, to get rid of her Manhattan Club timeshare.

10 Ida Owens 65. Ida Owens is the owner of a one week flex interest in a junior one-bedroom, purchased in 1997, for $17, Ida was in New York as a guest of a friend who owned a timeshare unit. 67. Her friend encouraged Ida to buy a unit. 68. So Ida made arrangements to meet with a salesperson, while she was in NY. a) Investment Value 69. Ida was told that she was buying a piece of real estate ; that she would get a deed, and all other documents involved in a real estate transaction. 70. Ida expected that at some time she would get back the capital cost of her purchase price. 71. She would never have purchased anything that she couldn t sell if she wanted to. b) Making Reservations 72. At the time of her purchase, there was no discussion about any minimum advance time that would be needed before calling to make a reservation. 73. Ida had no problem with the reservation process during her first few years of ownership. 74. But thereafter, she was continually frustrated, and came to believe that she could never have a vacation at the Manhattan Club. 75. In year 2011, she called in April, and was told that there was nothing left for the rest of the year, and was advised that she should make her reservation calls in January.

11 76. In year 2012, she did call in January, and asked for the first availability after April. 77. There was nothing available for the rest of the year. 78. She was put on a wait list, but the reservation never came to fruition. 79. In year 2013, she called in January, and asked for April or May. She was told that nothing was available. 80. In year 2014, she called in January, and asked for August. She was told that they were all booked. 81. Ida never would have purchased, if she d known that she d have to book so far in advance, and would have so much difficulty in obtaining the times of her choice. c) Maintenance 82. In 1997, her maintenance was $ By 2015, her maintenance was up to $2,700 a 600% increase. 84. Ida always expected that the annual cost of maintenance, would be significantly less than what would be the cost to rent seven nights in a NYC hotel room; that there would be some savings element resulting from investing capital and becoming an owner. 85. In fact, just the opposite was true. 86. Owners paid more in maintenance than what members of the public paid to stay at the Manhattan Club; and owners paid more than they would have needed, to pay to rent a room at other NYC hotels of similar quality.

12 87. And this on top of the $17,000 purchase price. d) Efforts to Sell 88. In 2015, Ida called the Manhattan Club and said I want to get rid of this. 89. In response, Ida s request to sell was brushed aside; instead she was encouraged to keep trying to make a reservation; that an opening was bound to come up. Terese and Gilbert Selochan 90. Terese and Gilbert Selochan are the owners of unit 1403, purchased on 7/27/08, for $14, The Selochans received a mailing offering a free weekend at the Manhattan Club, plus tickets to a Broadway show, on the condition that they attend a sales presentation. a) Making Reservations 92. At the presentation, the sales agent emphasized that the Thanksgiving Parade went right by the Manhattan Club, offering their owners a special experience. 93. The Gilbert s main motivation for purchasing, was to have Thanksgiving at the Manhattan Club. 94. And the Gilberts were promised that they could have holiday stays, as long as they booked 6 months in advance. (But they couldn t book earlier than 6 months in advance.) 95. It turned out that they never could obtain a reservation for holiday times, or even for peak seasons.

13 96. On the same date of the sales presentation (July of 2008), Selochan tried to book for the following Thanksgiving. 97. They were told that it was too late to make this reservation for a date that was just 4 months in the future; that they had to book 6 months in advance. 98. In January of 2009, the Selochans tried to book for the following Thanksgiving, and were told that they were calling too early; that reservations couldn t be made 10 months in advance. 99. In May of 2009, precisely 6 months in advance of Thanksgiving, they tried to book again They requested the Thursday, Friday and Saturday of Thanksgiving weekend, but were told that they could only have two days in the Wednesday through Sunday period, precisely, either Wednesday/Thursday, or Friday/Saturday In 2010, the Selochans called in June to book a weekend in December No weekends in December were available They ended up taking two days in August, just to avoid a forfeiture But this was far from their optimal choice. b) Maintenance 105. They were told that ownership would enable them to visit New York City at a bargain price; that they d only pay the maintenance, which would be a great savings over the cost of renting a hotel room.

14 106. In fact, they were given a promotional piece (a writing!) which touted their savings. [Exhibit 1] 107. By 2013, the maintenance had increased to more than $2100; more that the cost to rent a comparable hotel room. c) Efforts to sell 108. At the sales presentation, the Selochans were told that the sponsor would buy back their timeshare, if they ever wanted to sell In 2013, the Selochans tried to sell back their timeshare They called the Manhattan Club, and asked for the person who buys back timeshares The person they were transferred to, said we don t make those kind of promises He went on to say, IF we bought it back, it would be for $500. Peter and Virginia Ellarde 113. Peter and Virginia Ellarde are the owners of a 1/52 flexible interest in unit 1919, purchased in April, 1998, for $21,400. a) Investment Value 114. At the sales pitch (they attended a promotional breakfast), they were told that they could always resell their timeshare for a profit.

15 115. The concept was stated a second time: You ll be able to sell your timeshare for more than you paid for it In truth, they literally can t give it away. b) Making Reservations 117. There was no difficulty through to year 2003, Reservations could be made one to two months in advance Then in year 2004, they were told that they had to book 6 months in advance Starting in year 2006, they were told that they had to book nine months in advance In year 2006, they called 8 months in advance of the date they wanted They were told that the rooms were all booked up In 2007, they called 9 months in advance; trying to book a seven day stay They were told that they couldn t have the weekend portion They expressed their strong anger and frustration In response, they were offered the option to pay a premium, which would give them: - the ability to book one to three months in advance; and - either: * A full week including the weekend; or * Three 2-day weekends

16 126. So after paying for seven days which had been offered as seven days, consecutively or separately, they were asked to pay a premium to obtain just what they had already paid for! 127. They would never have purchased this timeshare if they had known that they d have to book 9 months in advance And what is outrageous to them, is that members of the public can book on a few days notice, and make a reservation that the owners can t The owner s rights are lesser interests, than that of the general public. c) Maintenance 130. At the time of their purchase, the maintenance was approximately $ By year 2015, the maintenance was up to $2, That computes to $385 a night To add insult to injury, the public only had to pay $220 a night The public could book on just a few weeks notice, and pay a rate that was 40% less per night, than the owners were required to pay Why would anyone want to be an owner under these conditions? 136. The Ellardes did not.

17 137. They walked away from their $21,000 purchase price (which had actually become worthless by this time), and paid $3,000 to a company, Timeshare Capital Assets, to get out of their timeshare. Barbara Elliman 138. Barbara Ellian is the owner of two one-week flex timeshare units, one purchased on 12/18/98, and a second purchased on 5/7/1999, each for the price of $20, In December of 1998, Barbara was visiting NYC, and staying at the Cornell Club She saw a poster there, advertising the timeshare opportunity at the Manhattan Club The idea seemed appealing to her, so she called to set up an appointment with a sales rep She met with Mr. Camizzi, a sales executive, and his superior, Mr. Gall, the manager. a) Making Reservations 143. Barbara was told at the sales presentation, that she was purchasing a full flex plan, which meant that she could come to NYC at any time, including Christmas week She was also told that she could make reservations spur of the moment She was given a handout [Exhibit 2], which said that reservations could be made 24 hours to 9 months.

18 146. In 2003, Barbara tried to book Christmas week, and was told that her plan did not include Christmas week It was suggested that she join RCI, and use her interest to go elsewhere during Christmas week Barbara responded that she had no interest in RCI; that she purchased this timeshare because she wanted to be in New York City; that her inducement to purchase, was to be able to stay in New York City! 149. In years 2005, 2006 and 2007, Barbara was unable to make the reservation of her choice In each instance she had purchased tickets to a Broadway show, and then called to reserve a room for the evening of the show In each instance she was told that they had no room available During the period 1998 to 2003, Barbara was able to make reservations with no problem In 2004, she called in May, asking to book a week in September (she needed to attend a Board meeting), and was told that there was nothing available. b) Maintenance 154. The maintenance, per unit, was $595 at the time of purchase The maintenance rose to $2,010 in 2011, and to $2,700 by 2016 and increase of 450%.

19 c) Efforts to Sell 156. At the second sales presentation, Barbara asked about the ability to resell, as she contemplated the possibility that at some time she might not want to use it anymore She was told that the Manhattan Club would buy it back, for the price she had paid for it Lee Morgan, the sales manager said to her, If you ever want to sell, contact me Barbara became increasingly frustrated by her inability to book a room at the times she d like, and the ever-escalating maintenance, and in 2012 she decided to sell She called Lee Morgan and was told that he was no longer with the company She was referred to Lynn O Donnell Lynn said that Manhattan Club wouldn t buy it back; that Barbara would have to find her own buyer; and if she did, she d have to offer the Manhattan Club a right of first refusal Barbara couldn t find a buyer She tried to donate it to a charity, to at least derive some tax benefit But the charity wouldn t accept it She literally couldn t give it away!

20 Richard and Karen Sherman 167. Richard and Karen Sherman are the owners of a one week flex timeshare, purchased April 28, 2000, for $15, The Shermans received a mailing, offering them a free Broadway show, if they would attend a sales presentation. a) Investment Value 169. At the sales presentation, they were told that this was a great investment ; that the value had to go up, because this was the only timeshare in Manhattan They were told that this was a deeded property, that they could pass on to your kids. b) Making Reservations 171. The Shermans were told that their plan (Junior 1-bedroom silver), could be used any time, including holidays and weekends; there were no restrictions In 2013, when their daughter was getting married, they wanted to give their inlaws a week s stay at the Manhattan Club They were told that they could not have 7 contiguous days, because they could not have weekends; that they could only book Monday to Friday In January of 2014, they called to reserve for a week in May or June.

21 175. They were told that they couldn t have May or June, and were offered March, saying that s what we have right now During their sales presentation, they were handed a reprint of an article from Real Estate Weekly [Exhibit 3], describing the timeshare opportunity at the Manhattan Club The article stressed complete flexibility, designed in response to how people use cities, as opposed to vacation resorts, and that flexibility is the key to attracting our diverse buyer base Having to book nine months in advance is not anyone s definition of flexible. c) Maintenance 179. At the time of purchase (April 2000), the maintenance was $ By 2015, the amount increased to $2,300 a 450% increase. d) Efforts to Sell 181. In January of 2015, Richard called the Manhattan Club and asked if they would buy back the timeshare They said he d be put on a waiting list; but that if the Manhattan Club did make a repurchase, it would be for just $ Richard called a charity that accepted other timeshares, but wouldn t accept the Manhattan Club.

22 184. The charity told Richard that they couldn t give the timeshare to anyone because of the very high maintenance, not to mention the otherwise minimal value of the timeshare. John and Patricia DeWitt 185. John and Patricia DeWitt are the owners of a 1/52 flexible interest in unit The purchase was made in July of 1998, and the purchase price was $17, They had received a mailing, offering a free weekend at the Manhattan Club, on the condition that they attend a sales presentation. a) Making a Reservation 188. In 2010, Richard called in the spring, asking to reserve a stay in either July or August They were told that they had to book a year in advance In 2011, Richard called a year in advance, trying to book a time close to Christmas week He was told that they were too full. b) Maintenance Fees 192. In 1999, the maintenance was $ By 2012, it had become $2, Now it s $3,200 a 500% increase.

23 195. At the sales presentation they were told that the maintenance fees would go up gradually ; not a lot They were told to think of the maintenance fee as an inexpensive way to stay at a hotel in NYC In fact, the maintenance far exceeds the cost of a hotel stay, and is anything but inexpensive. d) Efforts to Sell 198. In 2012, they tried to sell They checked e-bay and saw that there were many Manhattan Club timeshares available, for just $1. Dan and Kimberly Skewes 200. Dan and Kimberly Skewes are the owners of a 1-week Gold flex interest, splityear, a 1/104 interest in unit 2121, purchased on July 27, 2008, for $14, They went to NYC one weekend, as guests of the Selochans, and attended a sales presentation They were motivated to have an ownership interest in NYC, because their daughter intended to go to school there, and because they wanted to watch the Macy s Thanksgiving Day Parade.

24 a) Making Reservations 203. Early in 2009, they called to reserve Thanksgiving weekend, and were told that they could only get that weekend only if they called to reserve it on January 1, at 10 AM They were told that most popular dates were all gone by January In 2011, they got a mailing offering a premium service the right to make reservations earlier than January 1 in September or October So to be able to reserve anything before January 1, (when everyone else would be calling), they would have to pay extra Their daughter performed from time to time, in NYC They would only get 1 to 2 months notice of her performance dates Every time they tried to book a room for the evenings of these performance, there was nothing available. b) Investment Value 210. At the sales presentation, they were told that the value of the units would go up; that they d be easy to sell. c) Maintenance 211. At the sales presentation they were told that maintenance increases would be normal.

25 d) Efforts to Sell 212. At the sales presentation, they were told that if they ever wanted to sell their interests, that the Manhattan Club would buy it back for what they paid for it In 2012 they called the Manhattan Club They were offered $500 for their timeshare Dan asked if he could sell it himself He was told no he could not privately sell it. The Offering Plan 217. Only the Shermans were given an offering plan None of the other plaintiffs were ever given an offering plan And even the Shermans were not given a plan until the day after they d made their purchase. FIRST CAUSE OF ACTION COMMON LAW FRAUD 220. Plaintiff repeats and reincorporates the allegations of paragraph 1 through 210 herein, as if fully set forth herein Defendant s representations at the sales presentations constitute fraud in the inducement; and their ongoing statements and actions constitute fraudulent concealment.

26 SECOND CAUSE OF ACTION VIOLATION OF GBL SECTION Plaintiff repeats and reincorporates the allegations of paragraphs 1 through 210 herein as if more fully set forth herein Defendant s representations at the sales presentations, and their ongoing statements and actions, are in violation of GBL Section 349. THIRD CAUSE OF ACTION BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING 224. Plaintiff repeats and reincorporates the allegations of paragraphs 1 through 210 herein, as if more fully set forth herein Defendant s representations of the sales presentations, and their ongoing actions, constitute a breach of the implied covenant of good faith and fair dealing. CLASS ALLEGATIONS 226. Plaintiffs bring this action on behalf of themselves and all other similarly situated putative Class members, present and former, who were and/or are affected by the actions, policies and business practices of Defendants, as described herein In addition, and in the alternative, Plaintiffs bring this action in their individual and personal capacities, separate and apart from the Class claims set forth herein Class certification is appropriate under CPLR Rule 901 because all of the requirements thereof are satisfied The Class is defined as follows:

27 All New York State residents only, currently and formerly possessing Flexible Timeshare Ownership Interests in the Timeshare Project, who despite making reservation requests, in accordance with Timeshare Reservation Rules, was/were denied the use and occupancy of their Timeshare Unit(s) in the Timeshare Project, on one or more days, in any Use Year. Excluded from the Class are the individual and corporate Defendants; officers, directors, and members of Defendants; members of the immediate families of the officers, directors and members of Defendants and their legal representatives, heirs, successors or assigns and any entity in which they have or have had a controlling interest Plaintiffs Judith Green, Peter Ellarde, Virginia Ellarde, Richard Sherman and Karen Sherman, are each members of the Class they seek to represent This action has been brought and may properly be maintained as a class action against Defendants pursuant to CPLR Rule 901 because there is a well-defined community of interest in the litigation and the proposed Class is easily ascertainable Numerosity is satisfied. Plaintiffs do not know the exact size of the class, but based upon public information provided by Defendants, the Class is composed of at least 3800 persons. While the exact number and identities of Class members are unknown at this time, this information can be readily ascertained through appropriate discovery of the records maintained by Defendants The persons in the Class are so numerous that the joinder of all such persons is impracticable and the disposition of their claims in a class action, rather than in individual actions will benefit the parties and the courts.

28 234. The common questions of law and fact involved, predominate over questions that affect only Plaintiffs or individual Class Members. Thus, proof of a common or single set of facts will establish the right of each member of the Class to recover. Among the questions of law and fact common to the Class are: (a) Whether Defendant s hereindescribed acts and conduct were deceptive acts or practices in the conduct of the business, trade or commerce, which violated Section 349 of the New York General Business Law. (b) Whether the Defendants breached the implied covenant of good faith and fair dealing. (c) Whether Defendants engaged in Common Law Fraud in the inducement, and fraudulent concealment. (d) Whether Plaintiffs and members of the Class have sustained actual injury as a result of Defendants deceptive business practices The named Plaintiffs claims are typical of all of the Class members. Plaintiffs claims encompass the challenged practices and course of conduct of Defendants. Furthermore, Plaintiffs legal claims are based on the same legal theories as the claims of the putative Class members. The legal issues as to which New York state laws were violated by such conduct, apply equally to Plaintiffs and to the Class Plaintiffs have no interest(s) antagonistic to the interests of the other members of the Class. Plaintiffs are committed to the vigorous prosecution of this action and have retained competent counsel experienced in Class action litigation. Accordingly, Plaintiffs

29 are adequate representatives and will fairly and adequately protect the interests of the Class A Class action is a superior and cost effective method for the fair and efficient adjudication of the present controversy and there would accrue enormous savings to both the Courts and the Class in litigating the common issues on a class wide, instead of on a repetitive individual basis No unusual difficulties are likely to be encountered in the management of this class action in that all questions of law and/or fact to be litigated at the liability stage of this action are common to the Class A Class action is also fair and efficient because prosecution of separate actions by individual Class members would create a risk of differing adjudications with respect to such individual members of the Class, which as a practical matter may be dispositive of the interests of other members not parties to the adjudication, or substantially impair or impede their ability to protect their interests. PRAYER FOR RELIEF WHEREFORE, Plaintiffs, in their individual capacities and on behalf of the putative members of the Class, pray that the Court enter judgment against Defendants, jointly, and severally, as follows: (a) Granting Class Certification pursuant to CPLR Rule 901; (b) Certifying Plaintiffs as representatives of the Class, and designating Plaintiff s attorney, Elaine Platt, Esq., as counsel for the Class;

30