Rotem Rosen’s $27.5M offer for Gowanus project splits partners

At a Brooklyn development site, collaborators have become adversaries.

Andrew Bradfield’s Orange Management is suing its joint venture partners at 125 Third Street in Gowanus to stop developer Rotem Rosen from taking over the site.

The lawsuit follows an offer which Rosen made in January to buy the parcel for $27.5 million, about $5 million more than what Bradfield and his partners paid for the site a year ago, according to real estate records and a lawsuit brought last week by Bradfield’s firm.

Bradfield’s partners — New Jersey resident Eyal Ben-Yosef, who holds a 70 percent equity interest in the apartment project, and New Yorkers Yossi Ariel and Paul Amit of Sterling Town Equities — voted in favor of selling to Rosen, according to court documents. Bradfield voted against it.

Bradfield filed plans in November 2021 to build an 84-unit rental building on the Gowanus site. That same month, the City Council rezoned the neighborhood, allowing for more housing.

Selling the site would violate Bradfield’s right, under the joint venture’s operating agreement, to buy it himself at the same price offered by Rosen, the lawsuit claims.

“It’s a pretty simple matter,” said Bradfield’s attorney, Dan Wachtell. “The partnership agreement is straightforward, so we’re confident the matter will be resolved quickly and amicably.”

However, conflict among the partners appears to have been brewing. A February letter from Ben-Yosef’s attorney rejected Bradfield’s $27.5 million offer, citing a supposed miscalculation of transfer taxes and Rosen’s alleged ability to close the deal faster, resulting in fewer carrying costs for the owners.

The letter warns that should Bradfield “interfere with any sale by purporting to exercise any right to purchase” the project, its value will be “significantly diminished” as a result. The project must be completed by mid 2026 to qualify for a 35-year property tax break under the 421a program.

In a statement, attorney Janice Mac Avoy, who represents Ben-Yosef, alleged, “Orange’s offer was not the same as offered by Rotem Rosen, and, they have refused to fund their share of capital calls and don’t have the funds to complete the purchase, so they are putting the property in jeopardy.”

An attorney for Orange said exercising its purchase right would leave the other partners with the same proceeds as Rosen’s offer would, and that “Orange has been advocating for months that the partnership make capital calls to pay overdue bills from project vendors.” The lawyer claimed Orange has even offered to pay vendors itself, but Sterling Town rejected the idea.

Ben-Yosef and Rosen have a history of dealmaking that traces back to at least 2017, when the two were partners in a Miami condo project. Rosen exited the pairing shortly thereafter by leaving Alex Sapir’s ASRR Capital, as Rosen and Sapir became enemies.

This story has been updated with statements from attorneys for Eyal Ben-Yosef and Orange Management.