v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 11 – Commitments and Contingencies

 

Litigation

 

From time to time the Company may become involved in certain non-material litigation, as described below, or other claims arising in the ordinary course of business. As of June 30, 2026, neither we nor any of our subsidiaries were subject to any material legal proceedings nor were we aware of any material legal proceedings threatened against us or any of our subsidiaries.

 

JZ Investments, Inc. Litigation

 

On April 24, 2026, JZ Investments, Inc., a Connecticut corporation (“JZ Investments”), individually and derivatively as an equity holder of CMC QOF I, LLC, a Delaware limited liability company, filed a complaint in Connecticut State Superior Court naming us, one of our Operating Companies, BPOZ Storrs Holding, LLC, and CMC as defendants alongside Chen Ji, an individual (“Chen”). In the complaint JZ Investments alleges, among other things, that Chen acted fraudulently and we acted negligently, in violation of the Connecticut Unfair Trade Practices Act, and in breach of the implied covenant of good faith and fair dealing, fraudulent transfer and unjust enrichment when entering into a settlement agreement with JZ Investments. JZ Investments is seeking, among other things, restoration of its preferred equity interest in CMC, certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.

 

On May 28, 2026, we filed a motion to dismiss, seeking to dismiss the complaint for lack of personal jurisdiction and insufficiency of service of process. On June 8, 2026, JZ Investments filed a motion to amend the return date, seeking for the return date to be amended to May 12, 2026 in order to comply with the relevant Connecticut statute and to negate our motion to dismiss. In June 2026, the parties filed objections and replies to the motions, and the court has scheduled a hearing for September 14, 2026 on our motion to dismiss and related papers.

 

 

We dispute any liability in the JZ Investments litigation and intend to vigorously defend the matter.

 

The Galinn Fund LLC

 

On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC, as a defendant, alongside Chen, and two additional entities (the “Guarantors”).

 

In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”). Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when due. Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.

 

In March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way affiliated with or authorized to act on behalf of CMC. We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn having made the Loan.

 

On September 15, 2025, CMC filed an amended counterclaim and cross complaint against Chen and Galinn alleging, among other things, fraud, wrongful conduct, theft, conversion, forgery, slander and violations of the Connecticut Unfair Trade Practices Act, and seeking certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.

 

We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and continue to vigorously defend the matter.

 

Development Projects

 

In connection with the development of Aster & Links and VIV, we have entered into separate construction management agreements for each asset which contain terms and conditions that are customary for the related scope of work. As of June 30, 2026, we have an aggregate unfunded commitment of $3.7 million under these two development projects. As of June 30, 2026, $3.0 million of retainage was outstanding and payable in connection with these developments.