The following e-filed documents, listed by NYSCEF document number (Motion 001) 54-57, 65, 67-68, 70-78, 91 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 002) 59-63, 69, 79-87, 92 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 003) 98-105, 108 were read on this motion to/for LEAVE TO FILE. DECISION ORDER ON MOTIONS Relevant Factual1 and Procedural History The present matter arises from a loan agreement (“Loan Agreement”), a Guaranty of Recourse Obligations (“Guaranty”), and a promissory note (“Note”) by and between Non-Party OWS BCA Funding, LLC (“OWS”) as Lender and Defendant TKS Brooklyn Center Holding, LLC (“TKS Holding” or “Borrower”). NYSCEF Doc. No. 61 at 3 (Compl.). Plaintiff OCFBrook Holdings, LLC (“Plaintiff”) is the successor of rights of Non-Party OWS. Id. at 1. Plaintiff is a Delaware limited liability company with its principal place of business in New York. Id. Defendants TKS Holding, TKS Brookdale Manager LLC (“TKS Manager” or “Brookdale”), and TKS Brooklyn Center, LLC (“TKS Center”) (collectively, “TKS”) are Delaware limited liability companies and share a principal place of business in New York. Id. at 6. Defendant Shaul Sprung (“Sprung”) acted as a guarantor for the Loan Agreement, is a natural person, and a resident of New York. Id. at 5. Defendant Sprung was “the original deal sponsor and entity manager” for Defendant TKS Holding. Id. Defendant Bernard S. Bertram (“Bertram) also acted as a guarantor for the Loan Agreement, is a natural person, and a resident of New York. Id. at 2. Defendant Benjamin Schlossberg (“Schlossberg”) acted as a third guarantor for the Loan Agreement, is a natural person, and a resident of New Jersey. Id. at 3. Defendant Shelbourne Global Solutions, LLC (“Shelbourne”) is a Delaware limited liability company headquartered in New York and its managing members are Defendants Bertram and Schlossberg. Id. at 4. In June 2021, Defendant Sprung applied for a commercial loan in the amount of $15,050,000 from Non-Party OWS. Id. at 15. “The application required [Defendant] Sprung to sponsor and form a single purpose entity as the borrower” resulting in the creation of Defendant TKS Holding. Id. The loan was to be secured by, among other things, a mortgage encumbering a multi-tenant commercial office building known as the Brookdale Corporate Center I and II, located at 6200 and 6300 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430 (“Property”). Id. at 1; see also NYSCEF Doc. No. 81 at 1 (Loan Agreement). To acquire the loan, Defendant Sprung, “and his backers,” Defendants Bertram, Schlossberg, and Shelbourne “portrayed the Property as having significant leasing momentum, with several leases being signed recently.” NYSCEF Doc. No. 61 16. The largest of the leases was with Defendant Plainview Healthcare Group (“Plainview”). Id. Plaintiff maintains that it relied upon the “intentional misrepresentations and/or fraud regarding the Property, including the representations regarding Plainview Healthcare Group’s lease,” of Borrower and Sprung in entering into the Loan Agreement and Guaranty. Id. at 47. Defendant Plainview is not a registered entity in any jurisdiction and is alleged to have its principal place of business in New York. Id. at 7. Defendant Plainview’s Chief Operating Officer is Defendant Jeffrey Arem (“Arem”). Id. Defendant Arem is a natural person and a resident of New York. Id. at 8. Defendant Plainview was paying “an increasing annual rent of approximately one hundred-fifty thousand dollars [$150,000], plus their pro rata share of operating expenses of approximately one hundred thirty-five thousand dollars [$135,000] per year.” Id. at 16. In September 2021, Non-Party OWS agreed to loan TKS Holding $14,550,000. Id. at 17. Defendant Sprung entered into the Loan Agreement with Non-Party OWS. NYSCEF Doc. No. 81. “The Loan was secured by a properly perfected lien on the Property and the personal guaranties of [Defendants] Shaul Sprung, Bernard S. Bertram, and Benjamin Schlossberg which were given on a joint and several basis.” NYSCEF Doc. No. 61 at 18; see also NYSCEF Doc. No. 82 (Guaranty of Recourse Obligations). Accordingly, on September 20, 2021, Defendants Bertram, Schlossberg, and Sprung (“Guarantors”) executed the Guaranty on a joint and several basis. NYSCEF Doc. No. 82. The terms of the Loan Agreement specified that the: (1) interest “was to be paid in monthly payments beginning November 9, 2021, until the Loan was paid off in full;” and (2) principal “was due at the earlier of the maturity date or the date that [Non-Party OWS] accelerated the Loan due to a default.” NYSCEF Doc. No. 61 at
19-20; see also NYSCEF Doc. No. 81 at §§2.2.1(a)-(b). Non-Party OWS disbursed $13,800,000 at closing and withheld $750,000 for “tenant improvements and payment of leasing commissions which would be disbursed upon satisfaction of certain conditions.” NYSCEF Doc. No. 61 at 21; see also NYSCEF Doc. No. 81 at §2.1.2. Subsequently, Plaintiff succeeded Non-Party OWS’s rights and obligations under the Loan Agreement “and is the assignee of all of [Non-Party OWS's] rights and claims related thereto.” NYSCEF Doc. No. 61 at 22. Defendants Sprung, TKS, and Shelbourne At one point, Defendant Sprung was either employed by, or affiliated with, Defendant Shelbourne. Id. at 24. Defendant Sprung subsequently became the manager of TKS Manager, “which controlled [TKS Center.]” Id. at 25. In this capacity, Defendant Sprung acted on behalf of TKS Holding and “signed all Loan Documents and certificates on behalf of [TKS Holding].” Id. Over time, Defendant Sprung became less engaged and, by late 2022, entirely unreachable by Non-Party OWS and Plaintiff. Id. at 27. Pursuant to TKS Manager’s Operating Agreement, Defendant Shelbourne removed Defendant Sprung as manager for cause in January 2023; he was replaced by Defendant Shelbourne. Id. at
