FILED

5/20/2020 12:13 PM
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS DOROTHY BROWN
CIRCUIT CLERK
COUNTY DEPARTMENT, LAW DIVISION
COOK COUNTY, IL
FILED DATE: 5/20/2020 12:13 PM 2020L005476

2020L005476

HART 353 NORTH CLARK LLC, ) 9291918

)
Plaintiff, )
) Case No.
vs. )
)
JENNER & BLOCK LLP, )
)
Defendant. )

COMPLAINT AT LAW

Plaintiff, HART 353 NORTH CLARK LLC (“Plaintiff”), by and through its attorneys,

Taft Stettinius & Hollister, LLP, for its Complaint at Law against the Defendant, JENNER &

BLOCK LLP (“Defendant”), by stating and alleging as follows:

Parties, Jurisdiction and Venue

1. Plaintiff is a limited liability company, duly organized and existing under and by

virtue of the laws of the State of Illinois, with its principal office located at 191 N Wacker Drive,

Suite 2500, Chicago, Illinois 60606.

2. Upon information and belief, Defendant is a limited liability partnership, duly

organized and existing under and by virtue of the laws of the State of Illinois, with its principal

office located at 353 North Clark Street in Chicago, Illinois.

3. This Court has personal jurisdiction over the Defendant in this action pursuant to

735 ILCS 5/2-209(a)(1) because the Defendant has engaged in business transactions within the

State, and 735 ILCS 5/2-209(a)(7) because the written agreement at issue is a contract which was

performed within the State.

 4. Venue is proper in this Court pursuant to 735 ILCS 5/2-101 of the Illinois Code of

Civil Procedure, in that all the occurrences alleged and complained of herein occurred in Cook
FILED DATE: 5/20/2020 12:13 PM 2020L005476

County, Illinois.

Factual Allegations

5. On or about June 30, 2006, 351 Mortgage Loan Borrower LLC (“351”) entered

into a Lease Agreement with Plaintiff for the premises then known as 351 North Clark Street in

Chicago, Illinois, which address subsequently changed to 353 North Clark Street in Chicago,

Illinois (the “Building”). Plaintiff took possession of several floors within the Building on or

about November 1, 2009 (the ‘Premises”).

6. On or about December 15, 2010, 351 conveyed or otherwise transferred

ownership of the Building, including the Lease to 353 N. Clark, L.P.

7. On or about December 4, 2014, 353 N. Clark, L.P. conveyed or otherwise

transferred ownership of the Building, including the Lease to HART 353 North Clark LLC

(“Plaintiff”).

8. At all times relevant herein, Plaintiff, as successor-in-interest to 351 Mortgage

Loan Borrower LLC, is the holder of the interest of “Landlord” under the Lease. Defendant

leases from Landlord, approximately 416,297 square feet of office space in the building

commonly known as 353 North Clark Street, Chicago, Illinois 60411, pursuant to the terms of a

written Lease Agreement, dated June 30, 2006, as amended by seven amendments dated

December 29, 2006, September 2, 2008, January 13, 2009, January 21, 2010, November 1, 2010,

July 13, 2011 and August 31, 2012 (collectively, the “Lease”).

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 9. Pursuant to 735 ILCS 5/2-606, Plaintiff recites herein the relevant portions of the

Lease rather than attaching the entire Lease because of its voluminous nature.
FILED DATE: 5/20/2020 12:13 PM 2020L005476

10. Pursuant to the terms of the Lease, Defendant is obligated to make regular

monthly payments of rent and other charges (collectively, the “Rent”) to Plaintiff (the “Required

Payments”). Section 2 C (ii) of the Lease states, in relevant part, as follows:

(ii) all Rent shall be paid to Landlord without abatement, offset, set-off or deduction
(except as otherwise specifically set forth in this Lease), and Tenant’s covenant to pay
Rent hereunder shall be independent of every other covenant in this Lease (except for
abatement, offset, set-off or deduction specifically set forth in this Lease);

11. Defendant has failed and refused to make the Required Payments on April 1,

2020, and May 1, 2020, (the “Delinquent Payments”).

12. As of the date of this Complaint, a total of Three Million Seven Hundred Twenty

Six Thousand Four Hundred Fifteen Dollars and Seventy Four Cents ($3,726,415.74) (the

“Delinquent Rent”) in unpaid Rent is due and owing to Plaintiff.

13. Plaintiff (through its counsel) sent Defendant a written notice of nonpayment and

demand for full payment of the Delinquent Rent within five (5) business days of Tenant’s receipt

of the notice (the “Default Notice”).

14. A true, accurate and authentic copy of the Default Notice is attached hereto and

incorporated herein as Exhibit A.

15. Defendant failed and refused to pay fully the Delinquent Rent within five (5)

business days of its receipt of the Default Notice.

16. Defendant’s failure and refusal to pay fully the Delinquent Rent within such five

(5) business days period constitutes a “Default” by Tenant under the Lease. See Section 16 A (i)

of the Lease. Section 16 A (i) of the Lease provides, in relevant part, as follows:

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 TENANT DEFAULTS AND LANDLORD REMEDIES.
A. Default. The occurrence of any of the following shall constitute a default (a
“Default”) by Tenant under this Lease: (i) Tenant fails to pay any Rent when due and
FILED DATE: 5/20/2020 12:13 PM 2020L005476

such failure is not cured within five (5) business days after receipt of written notice from
Landlord to Tenant that such Rent is past due;

17. The Lease provides, among other things, that upon the occurrence of any Default,

Plaintiff is entitled to enforce the provisions of the Lease by a suit or suits in equity or at law, for

the recovery of all monies due, or to become due, from Defendant under any of the provisions of

the Lease. See Section 16 B (iii) of the Lease. Section 16 (B) (iii) of the Lease provides, in

relevant part, as follows:

B. Rights and Remedies of Landlord. Upon the occurrence of any Default, Landlord
may, with or without notice or demand of any kind to Tenant or any other person, have
any one or more of the following described remedies in addition to all other rights and
remedies provided at law or in equity or otherwise or elsewhere herein:
***
(iii) Landlord may enforce the provisions of this Lease and may enforce and
protect the rights of Landlord hereunder by a suit or suits in equity or at law for the
specific performance of any covenant of agreement contained herein; and for the
enforcement of any other appropriate legal or equitable remedy, including without
limitation: (a) injunctive relief, (b) recovery of all monies due or to become due from
Tenant under any of the provisions of this Lease, and (c) any other damage (excluding
consequential, indirect and punitive damages) incurred by Landlord by reason of
Tenant’s Default under this Lease. For purposes hereof, damages arising out of (x)
Landlord’s loss of a tenant or a default of Landlord caused by Tenant’s holding over for a
period in excess of one hundred twenty (120) days, and (y) Landlord’s default or failure
of a condition under a financing commitment by reason of Tenant’s wrongful failure to
deliver an estoppel letter for any reason other than bona fide disagreement as to a factual
or legal issue required to be set forth therein within the time periods required under
Sections 16A and 21C of this Lease, shall not be considered consequential or indirect
damages, either for purposes f this Section 16B or for purposes of Section 18 below.

18. Section 2 C (iv) provides that Defendant is entitled to interest and late fees as a

result of Defendant’s Default under the Lease. Section 2 C (iv) provides, in relevant part, as

follows:

2 C. Payment of Rent. “(iv) any sum due from Tenant to Landlord, or from
Landlord to Tenant, which is not paid within five (5) days of when due shall bear
interest from the date due until the date paid at the annual interest rate of the

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 Interest Rate (as defined hereinafter) plus three percent (3%) per annum, but in no
event higher than the maximum rate permitted by law (such lesser rate, the
“Default Rate”), and, in addition, Tenant shall pay Landlord a late charge for the
FILED DATE: 5/20/2020 12:13 PM 2020L005476

second and each subsequent Rent payment which is paid more than ten (10)
business days after its due date in any calendar year equal to two percent (2%) of
such payment;

19. The Default Rate of interest under the Lease is 6.25% based upon the formula

provided in Section 2 of the Lease. The relevant provision provides as follows:

For the purposes of this Lease, the term "Interest Rate" shall mean a rate equal to the
corporate base rate announced from time to time by JPMorgan Chase Bank, NA
(“JPMC”), at its principal office in New York, New York. The Interest Rate shall change
on the same day as any change in the corporate base rate occurs. The corporate base rate
shall be the rate “announced” notwithstanding that other rates may actually be charged.
The written statement or notice from JPMC as to what the corporate base rate was on any
given day shall be conclusive, and, in the event that JPMC should cease to publish a
corporate base rate, the corporate base rate (or the prime rate) announced by a major bank
with a Chicago presence, selected by Landlord, with notice of such selection given to
Tenant, shall be an acceptable substitute therefor.

20. Defendant is entitled to Late Payments under the Lease. Section 16 G provides,

in relevant part, as follows:

16 G. Late Payments. (i) All payments becoming due from Tenant to Landlord under this
Lease and remaining unpaid as and when due shall bear interest until paid at the Interest
Rate, and from and after written notice from Landlord to Tenant that such payments are
due and payable and after the expiration of any grace period provided for herein, at the
Default Rate.

(ii) The provisions of this Section 16 shall in no way relieve Tenant of the obligation to
pay Base Rent, Adjustment Rent or other amounts due and owing by Tenant under this
Lease on or before the date on which they are due, nor shall the collection by Landlord of
any amount under this Section 16 impair (a) the ability of Landlord to collect any other
amount charged under this Section 16 or (b) Landlord's remedies set forth in this Section
16.

21. Defendant is entitled to reasonable attorneys’ fees and court costs if it prevails in

any litigation in connection with the Lease. Section 25 G provides, in relevant part, as follows:

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 25 G. Attorneys' Fees. The losing party shall pay to the prevailing party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in
connection with any action between Landlord and Tenant arising out of this Lease or
FILED DATE: 5/20/2020 12:13 PM 2020L005476

incurred by the prevailing party as a result of any litigation to which the prevailing party
becomes a party as a result of this Lease or Tenant's use and occupancy of the Premises
or any portion thereof.

22. All conditions precedent to Plaintiff’s enforcement of the Lease have been

performed by Plaintiff or have been excused by Defendant.

23. As of the date of this Complaint, Defendant has failed to cure, and Plaintiff has

not excused Defendant from, its Default under the Lease.

24. Plaintiff brings this action to recover the Delinquent Rent, and any and all other

unpaid sums that become due and owing to Plaintiff under the Lease through the date of

judgment.

25. As of the date of this Complaint, there is currently due and owing to Plaintiff by

Defendant under the Lease:

a. Rent for the months of April, 2020, and May, 2020 in the amount of

$3,726,415.74;

b. $67,719.89 in unpaid reconciliations from 2018;

c. $92,293.34 in unpaid café charges;

d. Late fees and interest to be proven at trial; and

e. Reasonable attorneys’ fees and court costs incurred by Plaintiff in this

action.

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 WHEREFORE, Plaintiff requests judgment in its favor and against Defendant, JENNER

& BLOCK, LLP, in the sum of $3,886,428.97, or such other amount to be proven at trial,
FILED DATE: 5/20/2020 12:13 PM 2020L005476

interest, late fees, Plaintiff’s reasonable attorneys’ fees and costs of suit, and grant any other

relief this Court deems just and reasonable.

HART 353 North Clark LLC

By: /s/ John M. Riccione

One of its attorneys

John M. Riccione, Esq.

jriccione@taftlaw.com
(312) 836-4173
William J. Serritella, Jr.
wserritella@taftlaw.com
Brianna M. Skelly
bskelly@taftlaw.com
TAFT STETTINIUS & HOLLISTER LLP
Taft Stettinius & Hollister, LLP
111 E. Wacker Drive, Suite 2800
Chicago, Illinois 60601
Phone (312) 527-4000
Firm No: 29143

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 FILED
5/20/2020 12:13 PM
DOROTHY BROWN
CIRCUIT CLERK
COOK COUNTY, IL
FILED DATE: 5/20/2020 12:13 PM 2020L005476

2020L005476

EXHIBIT A
 Taft Stettinius & Hollister LLP
FILED DATE: 5/20/2020 12:13 PM 2020L005476

111 E Wacker Drive / Suite 2800 / Chicago, IL 60601

Office (312) 527-4000 / www.taftlaw.com

John M. Riccione
Direct: 312.836-4173
E-mail: jriccione@taftlaw.com

IN REFERENCE: HET03/GN002

May 8, 2020

VIA FEDEX OVERNIGHT DELIVERY:

Jenner & Block LLP Jenner & Block LLP

353 North Clark Street 353 North Clark Street
Chicago, Illinois 60654-3456 Chicago, Illinois 60654-3456
Attn: Managing Partner Attn: Donald I. Resnick

Re: Lease Agreement, dated as of June 30, 2006 (as it may have been amended
and/or modified from time to time, the “Lease”), by and between HART 353 North Clark
LLC (“Landlord”) and Jenner & Block LLP (“Tenant”), regarding the Premises at 353
North Clark Street, Chicago, Illinois 60654.

Ladies and Gentlemen,

As you are aware, our firm represents Landlord in connection with the Lease. Unless
otherwise defined herein, any capitalized terms used in this letter shall have the same meanings
ascribed to them in the Lease.

Pursuant to Section 2 C (ii) of the Lease, Tenant is obligated to make monthly payments
of Rent to Landlord, without abatement, offset, set-off or deduction. Such obligation is a covenant
separate and independent of every other covenant set forth in the Lease. Landlord strongly
disagrees that Tenant is entitled to any abatement of Rent at this time, and Landlord maintains its
position that Tenant’s refusal to pay Rent that was due on April 1, 2020, and May 1, 2020, is a
material breach of Tenant’s obligations under the Lease. This letter shall constitute notice under
Section 16A(i) of the Lease that Tenant’s failure to cure this breach within five (5) business days
after receipt of this Notice, by paying the full amount of Rent that was due on April 1, 2020, and
May 1, 2020, shall constitute a Tenant Default under the Lease.

Accordingly, this letter shall serve as Landlord’s written notice to Tenant pursuant to
Section 16 C (i) of the Lease, that Rent in the amount of $3,726,415.74, exclusive of late fees,
costs and interest that may be added thereto pursuant to the Lease or under applicable law, remains
past due and unpaid to Landlord as of the date of this letter.

27155762.11
 May 8, 2020
Jenner & Block LLP
Page 3
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FILED DATE: 5/20/2020 12:13 PM 2020L005476

Demand is hereby made upon Tenant for payment in the amount of $3,726,415.74, which
amount shall be made payable to Landlord and remitted to: HART 353 North Clark LLC, 353
North Clark Street, Suite 2000, Chicago, IL 60654 or By Wire: Bank Name: JPMorgan Chase
Bank Account Name: HART 353 North Clark LLC, Heitman Capital Management LLC as
agent for, Operating Account Number: 668516631, Routing Number: 071000013. Tenant’s
failure to pay this amount in full on or before the date that is five (5) business days after receipt
of this letter, shall constitute a Tenant Default under the Lease.

Notwithstanding the foregoing, as set forth in the reconciliation statement prepared by

CBRE, Inc., and sent to Tenant on or about May 1, 2020 (the “2019 Reconciliation”), Landlord
has calculated that Tenant’s 2019 estimated payments of Adjustment Rent exceeded the actual
amount of Adjustment Rent due from Tenant in 2019 by the sum of Six Hundred Forty-Three
Thousand Four Hundred Thirty-Five and 01/100 Dollars ($643,460.90). Pursuant to Section 2 B
(iii) of the Lease, if Tenant is in agreement with the amounts stated in the Reconciliation Notice,
then Landlord will apply the amounts stated in the 2019 Reconciliation as a credit against Tenant’s
payment of Rent next coming due; provided, however, that absent written notice of such agreement
from Tenant within the five (5) business day period stated above, in no event shall Tenant’s receipt
of the 2019 Reconciliation act to limit or otherwise affect Tenant’s obligation to fully and promptly
pay the amounts demanded herein. There are additional amounts due Landlord from Tenant,
including $67,719.89 in unpaid reconciliations from 2018 and $92,293.34 in unpaid café charges.

Only full and timely payment of Rent shall act to avoid a Tenant Default, and any
acceptance by Landlord of any late or partial payments made by Tenant to Landlord shall not
constitute a waiver or limitation of any of Landlord’s rights or remedies available under the Lease
and applicable law. Landlord expressly reserves, and does not waive, any and all of its rights and
remedies under the Lease and applicable law.

Please be advised that, upon a Tenant Default under the Lease, Landlord has authorized us
to immediately, and to the fullest extent permitted by law, pursue any and all remedies available
to Landlord, which include, but are not limited to, the filing of a complaint for damages and other
remedies in the Circuit Court of Cook County, Illinois, in a form that is substantially similar to the
copy attached hereto for your immediate reference. We truly hope that the filing of this lawsuit
proves unnecessary.

Sincerely,
TAFT STETTINIUS & HOLLISTER LLP

John M. Riccione

27155762
 May 8, 2020
Jenner & Block LLP
Page 3
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FILED DATE: 5/20/2020 12:13 PM 2020L005476

cc: Donald Resnick (via email: dresnick@jenner.com)

Meredith W. Mendes (via email: mmendes@jenner.com)
George Rumel (via email: George.Rumel@heitman.com)

27155762

27155762