56- Seventh Letter to Planning Board- Limited Partnership Name Problem

This is the seventh letter I wrote and delivered to the Woodstock Planning Board on March 1, 2010.

Re: Woodstock Commons Limited Partnership

Dear Planning Board Members:

I need to inform you of a verious serious infringement within the Woodstock Commons FEIS and DEIS and associated documents.

RUPCO has been using the name “Woodstock Commons Limited Partnership” to represent the limited partnership that will own Woodstock Commons. Woodstock Commons Limited Partnership, until recently, did not exist, and neither RUPCO, nor its wholly owned limited subsidiary, nor anybody else had any right to use that name. RUPCO currently does not have the right to use that name, and at no point in the forseeable future will RUPCO have the right to use that name.

In New York State, one cannot simply use the name of a company or partnership when the company or partnership has not been created, and whose name has not been reserved at the Division of Corporations. There is a fee to file a Limited Partnership. There is also a fee to reserve a Limited Partnership name. RUPCO did not reserve the name, and for all they knew, that name could have been in use by somebody else, thereby making worthless all of their claims to any actions that their Limited Partnership would have made in the future. RUPCO also could have been accused of illegallly using somebody else’s name.

In any case, the term “Woodstock Commons Limited Partnership” must be removed from all documents written by RUPCO with regard to Woodstock Commons, and it must also be replaced by a statement indicating that a Limited Partnership of either a legally reserved name, or one to be named later, will fulfill all of the functions and responsibilities of the “Woodstock Commons Limited Partnership” that RUPCO has written about in all of its documents.

RUPCO corresponded with the Division of Housing and Community Renewal in 2005 and 2008, in letters, claiming that these letters constituted “covenants” between RUPCO “on behalf of” Woodstock Commons Limited Partnership, on one part, and the Division of Housing and Community Renewal on the other, to do certain things, and those things are listed in the letter.

RUPCO’s statement in the letter is not permissible for two reasons. First, a covenant is a legal agreement, and a legal agreement cannot be made between two entities if one of those entities does not exist. Woodstock Commons Limited Partnership did not exist at the time of writing, nor is it under RUPCO’s control now, nor will it ever be under RUPCO’s control. Yet, Woodstock Commons Limited Partnership, in these letters, are named in legal covenants with the Divsion of Housing and Community Renewal.

The second element that is wrong is that RUPCO is acting as a fiduciary in its relationship with Woodstock Commons Limited Partnership. What that means is that RUPCO is acting on behalf of Woodstock Commons Limited Partnership. It is impossible to act on behalf of an entity that does not exist at the time of the writing of the letter. Kevin O’Connor had full knowledge that he was stating that RUPCO was acting on behalf of an entity that did not exist, and therefore he knew that RUPCO’s fiduciary status in this covenant had no legal standing. And if he did not know that, then he and RUPCO’s attorneys need to attend a lot of continuing ed classes.

Kevin O’Connor was interviewed by George Pattison for an article in the Woodstock Times, and the article ran last week, Thursday Feb. 25. O’Connor told Pattison that he “would consult with RUPCO’s planner and its attorney about the possible need to alter documents that currently refer to WCLP.” (p. 14)

As you can see, Kevin O’Connor seems to be ignorant of the fact not only that he used a name that was never his to use, but that now that he knows that Woodstock Commons Limited Partnership is legally owned by others, he still does not understand that he has to give up this name, that a “LIMITED PARTNERSHIP” is not a phrase that one can throw around informally, but rather it is as formal as using the term “INC.”

Of course the Planning Board understands that if RUPCO presents any documentation using the name “Woodstock Commons Limited Partnership”, or even uses a name for which RUPCO has not secured the right, that these will be further violations of the corporate laws of the State of New York, and will make whatever documents RUPCO is submitting impossible for the Planning Board to accept or approve.

Thank you for your most serious consideration in this matter.

Yours truly,

Robin Segal

Enc: DEIS Exhibit 11 (partial)



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