Robert F. Croskery 0064802
Attorney for Defendants/Counterclaim Plaintiffs/Third Party Plaintiffs

HAMILTON COUNTY COURT OF COMMON PLEAS
HAMILTON COUNTY, OHIO
CINTRIFUSE LANDLORD, LLC

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Case No. A2000757

Plaintiff

:

Judge Jerome Metz

vs.

:

ANSWER, AFFIRMATIVE
DEFENSES, COUNTERCLAIMS, AND
THIRD PARTY CLAIMS

:
PANINO, LLC.
Defendant/Third Party Plaintiff
NINO LORETO
Defendant/Third Party Plaintiff
vs.
CINCINNATI CENTER CITY
DEVELOPMENT CORPORATION

(JURY DEMAND)
:

(PRAECIPE TO CLERK)

:
:
:
:
:

c/o Registered Agent
KMK Service Corp.
One East Fourth street - #1400
Cincinnati OH 45202

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:

Third Party Defendant

Defendants, Panino LLC and Nino Loreto, hereby present their Answer, Affirmative Defenses,
Counterclaim, and Third Party Claims against Third Party Defendant Cincinnati City Center
Development Corporation (“3CDC”), the parent company of Cintrifuse Landlord, LLC 1, for fraud in
the inducement of the contract entered into in this matter, The numbered facts in the answer
correspond to the numbered paragraphs of the Complaint. Anything not specifically admitted is denied.

1 See Affidavit of Vice President of 3CDC, Adam Gelter, attached to Motion for Replevin.

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 PARTIES

1. Admit, and aver that Plaintiff is also a wholly owned subsidiary of 3CDC, Defendant in the
companion action.
2. Admit.
3. Admit.
JURISDICTION AND VENUE
4. Admit.
5. Admit venue is proper in this Court.
6. Admit that venue is proper in this Court, but aver that the contract provision relied upon for venue
by the Plaintiff can be invalidated at Defendant's election, as the entire contract was obtained through
fraud in the inducement by the parent company of Plaintiff, 3CDC, as maintained in the Third Party
Claims against 3CDC.
FACTUAL BACKGROUND
7. Admit.
8. Admit.
9. Admit.
10. Admit, but aver that the lease was procured through a fraud perpetrated by 3CDC, Plaintiff's parent
company, which represented that 3CDC would use its “best efforts” to procure a necessary patio for the
success of the restaurant, when in actuality 3CDC intended to exert practically no effort, and, in fact,
exerted practically no effort for procuring the necessary patio, leaving the restaurant with no practical
chance of success. Moreover, in the lease, under paragraph 3.8, Plaintiff also promised that it “shall
provide its best efforts in obtaining the approval of the any [sic] governmental and community entities
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 to [sic] purchase the land and manage the installation of the outer bar area and additional service area
contemplated by the Landlord and Tenant.” [emphasis supplied].
11. Admit that Defendant Nino Loreto signed a guarantee, but aver that said guarantee was procured
through the same fraudulent conduct referenced in the preceding paragraph.
12. Aver that the lease speaks for itself, and deny anything in paragraph 12 inconsistent with the lease.
13. Aver that the lease speaks for itself, and deny anything in paragraph 13 inconsistent with the lease,
and further aver that by its express terms, any landlord's lien is expressly “subject to prior creditor
claims of such personal or tangible property” (Paragraph 24.)
14. Admit that Plaintiff filed a document purporting to secure a security interest, but aver that such
document procured only a perfected interest in property present in the demised premises on December
16, 2019, and aver that Defendant has taken no property since that time.
15. Admit that Panino has not paid rent, but deny that rent was properly due under the lease under the
instant facts.
16. Deny.
17. Admit that Plaintiff purported to notify Defendant Panino, LLC of a purported breach of lease;
deny that Defendant was in actual breach of an effective lease; admit that Plaintiff demanded Panino
vacate the demised premises.
18. Deny. Defendant Panino. LLC completely vacated the premises on December 15, 2019, and has
not returned since that date. Upon information and belief, Defendant changed the locks on or about
December 16, 2019.
19. Deny that Defendants removed any Collateral in which Plaintiff had a valid, perfected security
interest not subject to prior creditor claims.
COUNT I: REPLEVIN

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 20. Defendants reassert their admissions, denials, and averments as stated in paragraphs 1-19 as if fully
rewritten herein.
21. Cintrifuse has no valid perfected, timely filed, security interest in any Collateral.
22. Deny.
23. Deny.
24. Deny.
25. Admit Plaintiff has demanded Collateral; deny Plaintiff has rights to Collateral.
26. Deny for lack of knowledge, as it is unclear which “Collateral” is referenced herein, nor is it clear
how Plaintiff's calculation was made.
27. Deny for lack of knowledge where Plaintiff believes what specific Collateral is located.
28. Deny.
29. Deny.
30. Deny.
COUNT II: CONVERSION
31. Defendants reassert their admissions, denials, and averments from paragraphs 1-19 as if fully
rewritten herein.
32. Deny.
33. Deny.
34. Deny.
COUNT III: BREACH OF CONTRACT
35. Defendants reassert their admissions, denials, and averments from paragraphs 1-19 as if fully
rewritten herein.
36. Defendants make no response to paragraph 36, a legal conclusion.

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 37. Deny.
38. Deny.
39. Deny.
AFFIRMATIVE DEFENSES
FIRST AFFIRMATIVE DEFENSE
Plaintiff fails to state a claim upon which relief can be granted.
SECOND AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of fraud in the inducement.
THIRD AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of bad faith.
FOURTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of the doctrine of unclean hands.
FIFTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of laches.
SIXTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of waiver and estoppel.
SEVENTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of fraud.
EIGHTH AFFIRMATIVE DEFENSE
Plaintiff's claims fail on the grounds of insufficiency of service of process.
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 NINTH AFFIRMATIVE DEFENSE
Defendants reserve the right to add such additional affirmative defenses as shall become evident
through discovery in this case.
COUNTERCLAIMS
FACTS
1. The admissions and averments stated by Defendants in paragraphs 1-19 of the ANSWER are
incorporated herein by reference, as well the LEASE attached to the Complaint.
2. 3CDC, Plaintiff's parent company, through its salespeople, induced Defendant Panino to enter into
the Lease, and Defendant Nino Loreto to enter into the lease, through fraudulent and meretricious
conduct as outlined in the Third Party Complaint.
3. Plaintiff in this action continued the fraud by representing to Defendants, on repeated occasions, that
the outdoor bar area, a unique feature of the restaurant and one absolutely necessary for its success, that
was to be constructed in “Imagination Alley” was on track, albeit at one time stating that it would have
to be somewhat reduced in size. In the very same time frame, and in a treacherous betrayal of trust,
an executive of 3CDC, Vice President Adam Gelter, was representing to OTR Community Council's
Trustees, in January, 2017, that the Cincinnati Recreation Commission was committed to 3CDC
managing Imagination Alley as a “public space”.
4. Contrary to Plaintiff's representation in paragraph 3.8 of the lease that it “shall use its best efforts” to
procure the space, for a period of over a year Plaintiff expended practically NO effort in dealing with
governmental entities in procuring said space, while continuing, in drawings of said outdoor space,
projections, and emails, to intimate that the outdoor space, necessary for Panino's to stand out, garner
foot traffic, and survive in the saturated Over the Rhine market area. Rather, its parent company

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 undercut the effort in its communications with the OTR Community Council.
5. Plaintiff, through the efforts of its parent company, 3CDC, has historically, upon expending its “best
efforts”, achieved a great record of success, a record shared by representatives of Plaintiff with
Defendants.
6. Plaintiff failed to inform Defendant that it had not made contact with the community organization
regarding its proposed use of “Imagination Alley”, where the outside service area was to be located,
prior to signing the lease, or that its parent company was taking the position that Imagination Alley was
to be maintained as a community park.
7. As the parties built out the space and prepared to occupy, Plaintiff continued to represent that all was
on track to use the outdoor space, going so far as to state “we are planning to move forward with the
patio construction,” yet failed to follow through on its promise to “use its best efforts” to procure the
space, and, indeed, expending practically no effort in doing so; not making contacts, not attending
community meetings, not sending letters of intent, not sending emails to the interested parties; in other
words, failing utterly to expend even “minimal effort,” much less “best effort.”
8. The patio space and service area was absolutely critical to the success of the space, given its high
rent and the fact that the foot traffic from the busy area would greatly increase business, and given the
fine reputation for food that the restaurant had already earned. Recognizing its critical nature,
Plaintiff/Counterclaim Defendant through 3CDC agents, instructed Defendant/Counterclaim Plaintiff
Nino Loreto to include revenue generated from the outdoor space into his financial projections; and
when the first projections were deemed too low he was instructed to increase them.
9. For a period of 18 months Plaintiff continued to string along the Defendants in the belief that the
patio would be forthcoming. Meanwhile, Nino Loreto worked at the restaurant for no pay or salary.

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 His mother worked at the restaurant for no pay or salary.
10. As time went on, eventually Plaintiff revealed that the outside patio space would not be available
(as it had expended no reasonable efforts, much less its “best efforts”, to procure it, essentially dooming
the entire enterprise to failure).
11. At first, Plaintiff, through agents, admitted the huge problem with not having the patios space, and
offered to forgive the Defendants back rent, but not to make up for the huge opportunity cost lost by
this sad episode.
12. However, after a meeting with 3CDC President Steve Leeper, outlined in detail in the third party
Complaint, Plaintiff reversed its position and filed the instant Complaint against Defendants and the
accompanying Motion for Replevin to take property owned by Nino's parents out of their retirement
savings, in a clear effort to play hardball and prevent Panino's from reopening. During that meeting,
Steve Leeper, President of the Parent company of Plaintiff/Counterclaim Defendant, indicated to Remo
Loreto, agent for Panino, LLC, that he was a Sicilian, and that “Sicilians approach you with a bouquet
of flowers in one hand and a switchblade in the other,” clearly implying that if Defendants did not do
his bidding, that 3CDC would work to cripple the son's business and interfere with its reopening.
13. Upon information and belief, Cintrifuse Landlord LLC, the Plaintiff/Counterclaim Defendant in
this action, in spite of being in integral part of 3CDC since May 5, 2013, and in spite of having multiple
restaurants and other businesses default on their rent, has never, until this case, brought an action in
Replevin and for back payment of disputed rent.
COUNTERCLAIM COUNT ONE: BREACH OF CONTRACT
14. Defendant/Counterclaim Plaintiffs incorporate paragraphs 1-13 of the Counterclaim as if fully
rewritten herein.

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 15. Plaintiff/Counterclaim Defendants materially breached the Lease Contract, specifically provision
3.8., by not expending its best efforts to procure the outdoor patio space and service area contemplated
by the parties and necessary to make the enterprise successful.
16. As a consequence, Counterclaim Plaintiffs have been damaged in an amount to be determined
exceeding five million dollars, and are entitled to judgment against Counterclaim Plaintiff for
compensatory damages.
COUNTERCLAIM COUNT TWO: BAD FAITH (FRAUDULENT) BREACH OF CONTRACT
17. Defendant/Counterclaim Plaintiffs incorporate paragraphs 1-13 of the Counterclaim as if fully
rewritten herein.
18. The conduct of the Plaintiff/Counterclaim Defendant in failing to keep Defendants/Counterclaim
Plaintiffs informed of its failure to use its best efforts to procure the patio and service area, and the
actual efforts of its parent company to undermine such commitment, while simultaneously
representing, through documents and projections, that the project was moving along without difficulties
tantamount to a bad faith, or fraudulent, breach of contract.
19. As a consequence, Counterclaim Plaintiffs have been damaged in an amount to be determined
exceeding five million dollars, and are entitled to judgment against Counterclaim Plaintiff.
20. Because the conduct of the Plaintiff/Counterclaim defendant showed malice towards
Defendants/Counterclaim Plaintiffs, and was a bad faith, or fraudulent, breach of contract,
Defendant/Counterclaim Plaintiffs are entitled to punitive damages sufficient to deter
Plaintiff/Counterclaim from such conduct in the future.
COUNTERCLAIM THREE: ABUSE OF PROCESS
21. Defendant/Counterclaim Plaintiffs incorporate paragraphs 1-13 of the Counterclaim as if fully
rewritten herein.
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 22. Plaintiff/Counterclaim Defendant has set the instant legal proceeding in motion in proper form and
with probable cause, although the underlying facts are disputed.
23. The proceeding has been perverted to attempt to accomplish an ulterior purpose for which it was
not designed, that being attempting to prevent the reopening of Panino's in carrying out a vindictive
action on the part of the parent company, 3CDC to send a message to other small businesses dealing
with 3CDC not to attempt to assert their valid claims or to face a powerful and well-resourced
opponent.
24. The actions of the Plaintiff/Counterclaim Defendant in bringing this action have inflicted direct
damage on the Defendants/Counterclaim Plaintiffs by the wrongful use of process, and will continue to
inflict such damages, in an amount to be determined but estimated to exceed five million dollars.
THIRD PARTY COMPLAINT
JURISDICTION
1. This Court has jurisdiction over this claim as a Third Party Claim as Defendants/Counterclaim
Plaintiffs claim a right to relief in respect of or arising out of the same transaction, occurrence, or
succession or series of transactions or occurrences and because questions of law and fact common to
Counterclaim Defendant and Third Party Defendant Cincinnati City Center Development Corporation
will arise in the instant action.
PARTIES
2. Third Party Plaintiff Nino Loreto is a primary owner of Panino, LLC, and a guarantor of the Lease
agreement between original Plaintiff Cintrifuse, LLC and original Defendant Panino, LLC. He resides
at 2531 Bartlett Street, Cincinnati, OH 45214.
3. Third Party Plaintiff Panino, LLC is an Ohio for-profit corporation that has operated a critically
acclaimed restaurant, “Panino's” at 1313-1315 Vine Street, Cincinnati, Ohio, in Hamilton County, an
area known to the community as “Over the Rhine” (OTR).
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 4. Third Party Defendant Cincinnati City Center Corporation (“3CDC”) is a non-profit Ohio
Corporation whose offices are located on the 3rd floor at 1203 Walnut Street, and whose stated mission
is to “is to strengthen the core assets of downtown by revitalizing and connecting the Central Business
District and Over-the-Rhine (OTR).”
FACTS
5. 3CDC has a history of using its best efforts to successfully advance projects in Cincinnati and OTR.
Indeed, at the time that 3CDC began wooing Plaintiff Nino Loreto to have Panino, LLC occupy the
space at 1313-1315 Vine Street in OTR, 3CDC claimed the following accomplishments, according to
its website:
“October 2006: The $48.9 million renovation of Fountain Square is
completed. The newly redesigned Fountain Square Garage and Plaza is
rededicated and reopened to the public.
March 2007: Approximately 100 new condo units and more than 23,000
square feet of commercial space comes on line as part of 3CDC’s first
two phases of mixed-use development in OTR.
May 2008: PNC Bank sponsors the Fountain Square Summer Music
Series, bringing live music to the Square five nights per week and
establishing it as an entertainment destination for the region.
February 2011: Saengerhalle, three historic buildings transformed into a
32,750-square-foot office and restaurant complex, becomes 3CDC’s new
home.
July 2012: The $48 million renovation and expansion of Washington Park
is completed. The park is re-opened to the public with a new 450 space
parking garage, which had opened in March 2012.
October 2012: 21c Museum Hotel Cincinnati opens the doors on a 156room boutique hotel and public art museum.
June 2014: Construction on the first two phases of Mercer Commons is
completed, yielding a total of 67 apartments (30 of which are affordable
units), 23 condominiums, 5 townhomes, 14,500 square feet of
commercial space, and a 340-space parking garage.
December 2014: As the demand for office space in OTR grows, 3CDC
relocates once again, after backfilling its former space and renovating the
former Pabst Bedding Warehouse at 1201 Walnut Street into 28,000
square feet of office and restaurant space.
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 May 2015: Following Kroger’s purchase of dunnhumbyUSA, the new
organization is renamed 84.51° and initiates occupancy of its new offices
at the corner of Fifth and Race streets. The 84.51° building provides the
CBD with a new 1,100 space garage and more than 300,000 square feet
of office and retail space.
October 2015: The David & Rebecca Barron Center for Men opens, the
third brand new shelter built as part of the five-facility Homeless to
Homes Plan, joining the Esther Marie Hatton Center for Women and City
Gospel Mission, completed in June and July, respectively.
February 2016: Project leaders officially break ground on the $32 million
overhaul of Ziegler Park. Located on Sycamore Street between the OTR
and Pendleton neighborhoods, the 18-month renovation will expand the
park from 1.5 to 4.5 acres and add a 450-space underground parking
garage.”
May 2016: Music Hall is officially closed for a $135 million renovation
led by 3CDC. The overhaul of the 140-year-old historic structure is
expected to take 18 months.
July 2016: The historic Central Parkway YMCA reopens to the public
after undergoing a 19-month, $29 million renovation spearheaded by the
YMCA, 3CDC, and The Model Group.
August 2016: The 500-space 8th & Sycamore Garage officially opens to
the public. 3CDC developed the seven-story, above-grade garage as part
of a larger $52 million mixed-use development.
THIRD PARTY PLAINTIFF NINO LORETO'S LONG TERM PREPARATION
FOR A SUCCESSFUL BUSINESS
6. Third Party Plaintiff Nino Loreto, prior to 2016, had spent many years preparing to be a master chef
in the art of preparing charcuterie and in forming a long-term business plan for success.
7. Nino Loreto's grandfather was an accomplished butcher who served in World War II starting at age
32, then had eight children. Nino idolized his grandfather (“Pop”) who passed away when Nino was
five. At age 10, his family presented Nino with Pop's book of recipes and his old knives and butchery
equipment.
8. By age 12, Nino Loreto began making Pop's sausage recipes out of pork shoulders and spices
bought at Findlay Market in OTR. Throughout his teen years, Nino made sausages for family

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 gatherings, and began delving into more advanced butchery techniques, including making Italian
salame and prosciutto, and finally the more technical world of French charcuterie.
9. Nino Loreto also longed to be, and trained to be, a successful entrepreneur. In 2001, at 19, while a
freshman in college, he started a Hawaiian Shaved Ice stand. Borrowing $7500 from his father, Nino
worked 11am-10pm, 7 days a week for 2 spring/summers until he paid back his father. Nino wrote the
business plan for “Nino’s Market” -- the first iteration of the Panino business plan- in 2003.
10. Nino Loreto considered culinary school until he went to work at the Kingsgate Marriott, where he
learned classical French culinary techniques from Chef Randy Wergers from 2006 to 2014.
11.

Nino also earned his Bachelor’s in Business Administration with a Minor in Entrepreneurship

from Northern Kentucky University in 2010. Nino sold his shaved ice businesses in 2011 and
combined his savings with the proceeds from the sale and purchased a food truck; which he and two
friends built from scratch in his parent’s driveway.
12. Nino Loreto used his background in business and butchery to operate Panino the food truck from
late 2013-early 2015, offering unique products. During that time, Nino processed 240 large hogs into
old world charcuterie and built multiple relationships with local farmers.
13. In 2014, Nino Loreto was recognized for having the tastiest thing at the taste of Cincinnati, as his
food truck served a menu comprised of 100% ethically raised, locally sourced ingredients. (Illustrative
of the quality of his products, in August of 2019, just 4 months before being asked to leave by 3CDC,
Nino Loreto's Panino Restaurant was recognized by the Cincinnati Enquirer as one of the top eight
Bistros in Greater Cincinnati.).
14. Nino Loreto continued to immerse himself into the craft of charcuterie, in keeping with his dreams
to become a leading professional. In 2014-2015 he travelled, at his own expense, to visit and work at
artisan meat producer’s in Italy and around the USA- in Charleston, SC with the most esteemed

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 charcuterie producer in the US; Louisville, Kentucky; West Virginia, Madison, WI, Chicago, Il, Des
Moines, Iowa; Lyon, France.
15. Nino Loreto also paid his way through meat science courses at Iowa State University so that he
could write his own Hazard Analysis Critical Control Point Plans (plans required by the U.S .
Department of Agriculture). He also apprenticed with a heritage breed pork project where he worked
under a renowned prosciutto maker, and took extended trips to Italy and France; where he worked with
and learned from master old world butchers and toured many production facilities to see how things
were truly done in Europe first hand.
THIRD PARTY DEFENDANT 3CDC OFFERS NINO LORETO A “GREAT OPPORTUNITY”
INCLUDING AN OUTDOOR SERVING SPACE AND A BAR, UNUSUAL IN OTR
16. Third Party Defendant 3CDC, though its sales agents, approached Third Party Plaintiff Nino
Loreto in 2015 with what appeared to be a great opportunity for Third Party Plaintiff Panino, involving
renting a space from 1313-1315 Vine Street adjacent to an area known as “Imagination Alley.”
17. The sales pitch not only indicated that, were “Panino's to open in the location, that the sales plan
and rent would be based upon the availability of the outdoor service area, but stressed it as a chief
reason to do the deal. The patio would be almost unique in the area, and help drive foot traffic and
support the high rent requested by 3CDC.
18. While the lease signed by Third Party Plaintiff did mention that 3CDC did not own the alley2 and
would use its “best efforts” to procure its use, 3CDC gave numerous indicia that obtaining the patio and
outdoor service area would not be an issue. It produced drawings with the patio. It provided emails
regarding the planned patio. The lease was signed 4/29/16 but Third Plaintiff Nino Loreto withheld his
$40,000.00 construction contribution, waiting on written confirmation that the beer garden was to be
built. He received written confirmation on 6/17/16 in an email stating “we are planning to move

2 It is actually owned by the Cincinnati Recreation Commission.

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 forward with the patio construction.” Payment for the construction contribution was then made on
6/23/16. The “planning to move forward” email led the plaintiff to believe that the beer garden
construction was a certainty.
19. Based upon 3CDC's representations of the unique potential of the space, and having passed on
other spaces that did not have the outdoor feature, and relying on 3CDC's representations that it would
use its “best efforts” to procure the space and was “working with the City to make it happen”, and its
track record of accomplishments when using its “best efforts,” Third Party Plaintiff Nino Loreto agreed
to do the deal, committed Third Party Plaintiff Panino, LLC to the deal, and signed the lease attached to
the original Complaint.
20. Nino Loreto thus sold his food truck and relied on the assurances of 3CDC. As the agents wooed
his business, they represented that they wanted him and his food because of his penchant for local
sourcing and quality product. They offered an architectural drawing which was already completed and
featured the ENTIRETY of Imagination Alley as a large outdoor beer garden with a second bar and fire
pits, etc. The majority of their sales pitch was based around the outdoor beer garden and the beneficial
implications it would have for Nino Loreto financially.
21. The parties discussed the importance of the outdoor space in multiple emails, and Nino Loreto
worked with architects on multiple occasions (at 3CDC’s expense) to follow 3CDC’s instructions to
come up with his dream version of how the beer garden would look. Besides the bar, it featured and
outdoor garden; a critical factor in his decision to do the deal. This project was discussed in great detail
and with numerous people within 3CDC. After Nino Loreto had paid his construction contribution in
reliance on the outdoor patio area, he attended a meeting with architects, designers, and several 3CDC
representatives and contractors in which the outdoor space was discussed in great detail.
22. After Nino Loreto paid his construction contribution, the assertions that the patio was being built
continued to come from 3CDC. He was told to buy the patio furniture, (all of which is currently sitting,
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 brand new, in his garage).
3CDC's DUPLICITY IN FAILING TO USE BEST EFFORTS, AND FAILING TO INDUCE ITS
SUBSIDIARY, CINTRIFUSE LANDLORD, LLC, TO USE BEST EFFORTS, TO PROCURE
OUTDOOR PATIO AND BAR SPACE, INSTEAD TELLING OTR COMMUNITY COUNCIL
IT SUPPORTED THE ALLEY AS A PARK, WHILE REPRESENTING ALL WAS ON TRACK
23. Third Party Plaintiff Nino Loreto opened Panino's in late November 2016, and was told that there
would be a wait until the spring for warmer weather to pour the concrete for the patio.
24. 3CDC gave NO indication, during any of the time from opening until Spring, that it was not
expending effort to obtain the outdoor space. It did not even indicate, at any time, that the matter
would be in the hands of the “OTR” community council, or that Nino Loreto would be expected to
expend efforts to get the needed and crucial outdoor space. Most importantly of all, it did not reveal to
Third Party Plaintiff that its Executive was telling OTR Community Council that the Cincinnati
Recreation Commission, which owned the space, desired the location to remain as a park, and was
committed to 3CDC managing it as a “public space”, actually doing the opposite of what was
required under the lease of its subsidiary. 3CDC did NOT share this information with Nino Loreto.
25. Plaintiff Nino Loreto was shocked when he discovered, in the spring of 2017, that a meeting
would shortly be taking place by the OTR Community Council to vote on the Outdoor Patio area. He
had never met, heard of, or heard from the 3CDC representative that all was not on track, and did not
know that a 3CDC Vice President had been actively working against Panino's interest with the Council.
26. Nino Loreto's realization that the patio had not been procured, and that 3CDC had actually
expended almost no effort to procure it, was extremely demoralizing. Had Nino Loreto known the full
truth, he would not have agreed to do the deal.
27. Ultimately, Nino Loreto, and his father, Remo Loreto, ended up pleading with the OTR
Community meeting for the patio area, an effort that 3CDC failed to follow through on, but their efforts
(which were not aided by 3CDC, which by this time had abdicated its responsibility and was actively

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 working against Panino's interest) were unsuccessful due to the fact unbeknownst to Nino Loreto that
the OTR community council had a long established position of commitment to maintain Imagination
Alley as a park for the local residents and that 3CDC had agreed to support that position and
committed itself to maintaining Imagination Alley as a public space for the Cincinnati Recreation
Commission while telling Third Party Plaintiff the opposite.
THE FAILURE TO PROCURE THE OUTDOOR PATIO SPACE LEADS TO
THE INEVITABLE DEMISE OF THE RESTAURANT IN THE SATURATED OTR MARKET
28. It became apparent at this point that the numbers wouldn’t work without the revenue from the
outdoor space. 3CDC knew this shortfall but offered nothing to help.
29. Panino's remained open through the year 2017 through the simple artifice of not paying himself,
his business partner (now bought out), or his mother, a registered nurse working in the restaurant as a
waitress to help keep it running.
30. When, inevitably, Panino's began to fall behind in rent in 2018, 3CDC devised a plan to add the
deficit amount back to the monthly payment which would essentially raise the monthly rent by
approximately $1500/month. During this same meeting, Adam Gelter, Vice President of 3CDC,
asserted that there was more to the matter than the community council. He said that 3CDC had many
contacts in OTR and could easily garner their support if necessary. He went on to say that the problem
was the cost of the patio. He said that upon further reflection of the budget that it was too expensive
for the rent that they were receiving and that they did not have the money to build the patio. 3CDC
thus effectively made the decision that there would be not be a patio but they failed to tell Nino Loreto
of their decision, failed to tell him that they had told OTR Community Council that they were fine with
leaving Imagination Alley as it was, treacherous conduct that foreclosed Nino Loreto from timely
making his own pitch or looking at ways to build the necessary patio using his own expense.
31.

Furthermore at a December 2018 meeting, Adam Gelter asserted that the potential revenue

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 increase that Panino would gain from the new underground jazz bar “will at least replace if not exceed
what the patio would have been”, further misleading Nino Loreto in order to convince him to stay
despite his well-known financial troubles and inability to pay rent at that time. 3CDC also turned down
Nino Loreto’s offer to go to a straight percentage of sales based rental structure which would have
enabled the restaurant to stay open and 3CDC be assured of receiving a fair rental amount based strictly
on each month’s sales.
32. Third Party Plaintiff Nino Loreto had multiple meetings with 3CDC to discuss the fact that unless
the rent was adjusted to allow for the loss of the beer garden, Panino's would have to move. 3CDC
then agreed to formally forgive all unpaid rent as they had a potential tenant for the lagering tunnel
beneath the space. The tenant wanted Panino's to do the food for this potential bar, and 3CDC indicated
that if Panino's would assist in procuring the lease with the tenant, 3CDC would lower Paino's rent to a
sustainable number.
33. Panino's took on additional debt in 2019 to stay afloat, but were told by 3CDC that the revenues
from doing the food for the bar would meet or exceed the missed revenues from the beer garden.
34. The new tenant signed their lease in August 2019, and 3CDC reversed course and refused to lower
the rent.
35. 3CDC agents alternately forgave rent, and asked Panino's to stay rent-free from OctoberDecember 2019 so that the space would not be empty during the holidays, and finally tried to procure a
mutual walkaway, after having drained Nino Loreto's financial resources and stymying him from
pursuing his dream.
THE CEO OF 3CDC, IN DISCUSSING A MUTUAL WALKAWAY, OFFERS THE “BOUQUET
OF FLOWERS OR THE SWITCHBLADE”.
36. In a desperate act to save the business and allow it to move forward in another location, Remo
Loreto, father of Nino Loreto, and the then attorney of Panino's met with Steve Leeper, CEO of 3CDC,

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 to discuss what was fair and reasonable for Panino's to move forward, given the conduct of 3CDC and
its devastating impact on Nino Loreto and Panino's LLC. During the course of the conversation, Steve
Leeper inquired into the ancestry of Remo Loreto and Remo replied that he was Italian. Leeper then
indicated that his family was Sicilian and stated “You know what they say about Sicilians don’t you?
They come at you with a bouquet of flowers in one hand and a switchblade in the other.”
37. When Third Party Plaintiff did not take the mutual walkaway, Cintrifuse LLC (upon information
and belief, at the behest of the CEO) for the first time in its history, filed a lawsuit against a tenant for
Replevin.
38. The lawsuit filed by the subsidiary of 3CDC contradicted 3CDC's early representations to Nino
Loreto that “if things went badly, they would not pursue him because they cared about the community.
THIRD PARTY COUNT ONE: FRAUD IN THE INDUCEMENT
39. Third Party Plaintiffs reallege paragraphs 1-38 of the Third Party Complaint as if fully rewritten
herein.
40. Third Party Defendant 3CDC, through its agents, misrepresented both its intended and actual
efforts to obtain control of the outdoor bar and service area for Third Party Plaintiff Panino, and
misrepresented its intentions in order to obtain Third Party Plaintiff's assistance in obtaining a new
tenant.
41. Third Party Plaintiffs justifiably relied upon the false representations of Third Party Defendant and
were harmed thereby in being induced into entering an untenable lease contract, and proximately
causing damages in an amount to be determined but believed to exceed five million dollars.
42. The Contract is voidable upon election of Third Party Plaintiffs.
43. Because Third Party Defendant 3CDC has acted with malice towards Third Party Plaintiff, Third
Party Plaintiffs are entitled to costs and their reasonable attorney fees from Third Party Defendant, as
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 well as punitive damages in an amount sufficient to deter such conduct in the future.
THIRD PARTY COUNT TWO: FRAUDULENT OMISSION AND MISREPRESENTATION
44. Third Party Plaintiffs reallege paragraphs 1-38 of the Third Party Complaint as if fully rewritten
herein.
45. Third Party Defendant 3CDC, through its agents, failed to inform Third Party Plaintiffs that there
was substantial danger of not obtaining the bar and patio area, failed to inform Third Party Plaintiffs
that it was not using even substantial effort, much less its best efforts, to procure the outdoor bar and
service area, and that misrepresented that it was working to procure the patio when Third Party
Defendant was actually working against Panino's interest, when there was a duty to inform and when
Third Party Defendant had superior knowledge, and thus depriving Third Party Plaintiffs of the ability
to make timely efforts on their own to save the restaurant.
46. The Fraudulent Omissions and Misrepresentation of Third Party Defendant 3CDC proximately
harmed Third Party Plaintiffs thereby in entering into and stay in an untenable lease contract,
proximately causing damages in an amount to be determined but believed to exceed five million
dollars.
47. Because Third Party Defendant 3CDC has acted with malice towards Third Party Plaintiff, Third
Party Plaintiffs are entitled to costs and their reasonable attorney fees from Third Party Defendant, as
well as punitive damages in an amount sufficient to deter such conduct in the future.
THIRD PARTY COMPLAINT COUNT THREE: CONSPIRACY TO COMMIT ABUSE OF
PROCESS THROUGH ACTIONS OF ITS SUBSIDIARY, CINTRIFUSE LANDLORD LLC
48. Third Party Plaintiffs reallege paragraphs 1-38 of the Third Party Complaint as if fully rewritten
herein.
49. Third Party Defendant directed that its Subsidiary, Cintrifuse Landlord, LLC set the instant legal

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 proceeding in motion in proper form and with probable cause, although the underlying facts are
disputed.
50. The proceeding has been perverted to attempt to accomplish an ulterior purpose for which it was
not designed, that being attempting to prevent the reopening of Panino's and carrying out a vindictive
action on the part of the parent company, 3CDC, and to discourage other parties from standing up to
unfair treatment by 3CDC for fear of its immense resources and power,
51. The actions of the Plaintiff/Counterclaim Defendant in bringing this action have inflicted direct
damage on the Defendants/Counterclaim Plaintiffs by the wrongful use of process, and will continue to
inflict such damages, in an amount to be determined but estimated to exceed five million dollars.
52. The Because Third Party Defendant 3CDC has acted with malice towards Third Party Plaintiff,
Third Party Plaintiffs are entitled to costs and their reasonable attorney fees from Third Party
Defendant, as well as punitive damages in an amount sufficient to deter such conduct in the future.
PRAYER FOR RELIEF
WHEREFORE, having fully answered the Complaint, Defendants Nino Loreto and Panino, LLC,
hereby pray that this Honorable Court DISMISS the claims against them, at Plaintiff's cost, and that
Plaintiff Cintrifuse Landlord, LLC, take nothing thereby, and that the Motion for Replevin be DENIED;
and that, on their Counterclaims, that Counterclaim Plaintiffs Nino Loreto and Panino, LLC, be
awarded an amount to be determined exceeding $25,000.00 in compensatory damages, the voiding of
the lease at their election, their costs and attorney fees in this action, and an amount in punitive
damages sufficient to deter the meretricious conduct of Counterclaim Defendant in the future, and any
and all such other relief as this Court or a jury may direct; and that, on the Third Party Complaint, that
Third Party Plaintiffs Nino Loreto and Panino's. LLC be awarded from Third Party Defendant 3CDC
an amount to be determined exceeding $25,000.00 in compensatory damages, the voiding of the lease

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 with Cintrifuse Landlord, LLC if so elected, their costs and attorney fees in this action, and an amount
in punitive damages sufficient to deter the meretricious conduct of Counterclaim Defendant in the
future, and any and all such other relief as this Court or a jury may direct;
Respectfully submitted,
/s/Robert F. Croskery
Robert F. Croskery (0064802)
Attorney for Defendants, Counterclaim Plaintiffs, and
Third Party Plaintiffs Nino Loreto and Panino's, LLC
Croskery Law Offices
3905 Eastern Avenue, Suite 200
Cincinnati, OH 45226
(513)232-5297
Fax (513)426-7372
rcroskery@croskerylaw.com
JURY DEMAND
Defendants/Third Party Plaintiffs Nino Loreto and Panino, LLC hereby demand trial by a jury of eight
to all issues triable to a jury.
/s/Robert F. Croskery
Robert F. Croskery

CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing document was sent Nicholas J. Pieczonka, Esq.,
Taft Stettinius & Hollister LLP, 425 Walnut St, Suite 1800, Cincinnati, Ohio 45202, attorney for
Plaintiff, by electronic filing and regular mail this 20th day of February, 2020.

/s/ Robert F. Croskery
Robert F. Croskery (0064802)

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 PRAECIPE TO CLERK
Please serve a copy of the Summons and Third Party Complaint via certified mail, return receipt
requested, upon Cincinnati Center City Development Corporation to its registered agent as listed in the
caption.

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