NEW YORK CITY-A joint venture that had contracted to buy 485 Lexington Ave. from SL Green Realty Corp. has filed suit against the REIT, charging what the suit calls “a devious plan” to kill the deal for SL Green’s own advantage. A spokesman for SL Green says the suit “has no merit.”

The JV, known as Mazal 485 LLC, charges in a complaint filed in state Supreme Court here that SL Green breached material terms of the Purchase Agreement and breached its covenant of good faith and fair dealing. “On the surface, SL Green purported to comply with its obligations under the agreement to seek and obtain approval for the transaction from its lender, a ‘formality’ that SL Green represented was a non-issue prior to the agreement since the lender already ‘blessed’ the sale,” according to the complaint. According to the complaint, “In actuality, as soon as SL Green realized that the sale was no longer advantageous, SL Green derailed the deal and stonewalled the approval process until it had an opportunity to terminate the agreement.”

As reported by this past August, Mazal—the JV formed by locally-based Gilmor USA LLC and Israeli-based video services company Optibase—agreed to acquire 49.5% of the beneficial interest in the 921,000-square-foot office tower, which SL Green bought in 2004 along with adjoining 750 Third Ave. for $480 million. The JV was to pay $20.8 million, along with a loan of approximately $20 million, and assume the debt on a $450-million non-recourse loan from Wachovia Bank.

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