Easton Mark Inc. v. Crumley et al

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UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
___________________________________
)
EASTON MARK INC., 	)
)
Plaintiff, 	)
)
v. 	)
) 	Civil Action
JORDAN CRUMLEY, CHRISTOPHER 	) 	No. 25-cv-11614-PBS
WILLIAMS, RAYMOND SAHADEO, NATE 	)
WALSH, and CHESTNUT EQUITY 	)
PARTNERS RE, LLC, 	)
)
Defendants. 	)
)
MEMORANDUM AND ORDER
January 28, 2026
Saris, J.
INTRODUCTION
This 	lawsuit 	arises 	from 	two 	unsuccessful 	real 	estate
development 	projects 	in 	Washington 	and 	Massachusetts. 	In 	2021,
Defendant 	Chestnut 	Equity 	Partners 	RE, 	LLC 	(“CEP”) 	solicited
Plaintiff 	Easton 	Mark 	Inc. 	(“Easton 	Mark”) 	to 	invest 	in 	the 	two
projects. Easton Mark ultimately invested a total of about $3.925
million 	and 	$37 	million 	in 	the 	Washington 	and 	Massachusetts
projects, 	respectively. 	Neither 	project 	made 	it 	past 	the 	initial
stages, 	and 	Easton 	Mark 	lost 	its 	investments. 	Easton 	Mark
subsequently filed this lawsuit for damages alleging, among other
things, 	that 	CEP 	and 	its 	managers 	-- 	Defendants 	Jordan 	Crumley,
Christopher 	Williams, 	Raymond 	Sahadeo, 	and 	Nate 	Walsh
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(collectively 	with 	CEP, 	“Defendants”) 	-- 	fraudulently 	induced
Easton 	Mark 	to 	invest 	in 	the 	projects, 	breached 	their 	fiduciary
duties 	in 	connection 	with 	their 	management 	of 	the 	projects, 	and
misappropriated funds from the Washington project.
Easton 	Mark 	moves 	for 	a 	preliminary 	injunction 	seeking 	to
prevent 	Defendants 	from 	transferring 	or 	encumbering 	their 	assets
during 	the 	pendency 	of 	this 	lawsuit. 	After 	hearing, 	the 	Court
DENIES Easton Mark’s motion for preliminary injunction (Dkt. 8).
BACKGROUND
The Court draws the following background from the affidavits
and exhibits submitted by the parties. Many of the relevant facts
are hotly disputed.
I. 	Initial Dealings Between the Parties
Easton 	Mark 	is 	the 	real 	estate 	investment 	arm 	of 	a 	family
office 	based 	in 	Nevada. 	Adam 	Crowson 	is 	Easton 	Mark’s 	vice
president.
CEP was a Massachusetts limited liability company established
to 	own 	and 	develop 	real 	estate. 	Crumley, 	Sahadeo, 	Williams, 	and
Walsh 	were 	CEP’s 	founders 	and 	managers. 	CEP 	was 	involuntarily
dissolved in December 2023.
Crowson 	met 	Crumley 	in 	2020, 	and 	the 	two 	began 	discussing
opportunities 	for 	Easton 	Mark 	to 	invest 	in 	CEP’s 	real 	estate
projects. That year, Easton Mark made one-year investments or loans
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for 	two 	relatively 	small 	CEP 	projects. 	CEP 	paid 	Easton 	Mark 	what
it was owed for those two projects.
In February 2021, Easton Mark loaned $600,000 to Crumley and
Williams 	for 	a 	residential 	project 	in 	Rhode 	Island. 	Crumley 	and
Williams 	pledged 	a 	40% 	membership 	interest 	in 	CJ 	RI 	Apartments,
LLC 	(“CJRI”) 	as 	collateral 	for 	the 	loan. 	Crumley 	and 	Williams
defaulted on their repayment obligations when the loan matured in
February 	2024. 	Easton 	Mark 	foreclosed 	on 	the 	collateral 	in 	the
spring 	of 	2025 	and 	purchased 	the 	40% 	membership 	interest 	in 	CJRI
via a credit bid.
II. 	Oak Harbor Project
In March 2021, CEP learned about an opportunity to invest in
a 	residential 	development 	project 	in 	Oak 	Harbor, 	Washington 	(the
“Oak Harbor Project”). The project involved the development of two
plots 	of 	land 	into 	135 	lots 	ready 	for 	residential 	homebuilding.
Crumley 	told 	Crowson 	about 	the 	project, 	and 	CEP 	began 	to
investigate the opportunity.
Crowson 	and 	others 	at 	Easton 	Mark 	discussed 	the 	Oak 	Harbor
Project 	with 	Crumley, 	Sahadeo, 	and 	Williams 	numerous 	times 	over
the 	following 	months. 	Sahadeo 	and 	Williams 	told 	Easton 	Mark 	that
Darren Ludwigsen, the project’s developer, and D.R. Horton, one of
the country’s largest homebuilders, had signed a letter of intent
for 	D.R. 	Horton 	to 	purchase 	the 	developed 	property 	for 	over 	$20
million 	and 	that 	the 	two 	parties 	had 	completed 	similar 	deals
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before. For these reasons, Sahadeo and Crumley expressed that the
Oak Harbor Project was “no-risk.” Dkt. 13 ¶ 24. Sahadeo also stated
that he and Ludwigsen had a strong personal relationship and that
CEP had done due diligence on Ludwigsen. Finally, Crumley, Sahadeo,
and Williams explained that Ludwigsen had an institutional lender,
Setanta 	Development 	Capital 	(“Setanta”), 	lined 	up 	to 	finance 	the
acquisition 	of 	the 	property 	and 	most 	construction 	costs 	and 	that
Ludwigsen 	needed 	$3.925 	million 	in 	additional 	funding 	for
construction expenses in order to obtain the Setanta loan. Easton
Mark agreed to provide this extra capital.
The participants in the Oak Harbor Project executed a series
of 	agreements 	in 	May 	and 	June 	2021. 	On 	May 	6, 	D.R. 	Horton 	signed
a purchase and sale agreement (the “PSA”) committing to making an
earnest 	money 	deposit 	of 	$2.025 	million 	after 	conducting 	due
diligence 	and 	then 	purchasing 	the 	completed 	project 	for 	$20.925
million. 	On 	June 	9, 	Oaks 	Village 	135 	LLC 	(“Oaks 	Village”), 	the
entity formed to purchase the property, executed a term sheet with
Setanta for a $12 million loan. Crumley emailed Crowson this term
sheet the next day, explaining that CEP was seeking a bigger loan.
Crumley 	told 	Crowson 	that 	the 	Setanta 	loan 	would 	close 	when 	the
increase was approved. And on June 23, CEP and Easton Mark executed
an operating agreement for Oaks Village, which gave all the common
membership units to CEP and all the preferred membership units to
Easton Mark. Crumley, Sahadeo, and Williams were named the managers
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of 	Oaks 	Village. 	Section 	6.4 	of 	the 	operating 	agreement 	provided
that “[e]xcept as otherwise required by law, no Manager shall have
any fiduciary duty to the Company, any Member or any other Person,
and no Manager shall have any liability to the Company, any Member
or 	any 	other 	Person 	based 	on 	any 	claim 	of 	a 	breach 	of 	fiduciary
duty.” Dkt. 13-9 at 18.
As 	these 	events 	were 	unfolding, 	Easton 	Mark 	completed 	its
investment 	in 	the 	Oak 	Harbor 	Project. 	On 	July 	9, 	2021, 	Crumley
forwarded 	to 	Crowson 	an 	amended 	term 	sheet 	from 	Setanta 	and 	told
him 	they 	were 	“good 	to 	go 	w[ith] 	Oaks 	over 	email.” 	Dkt. 	13-15 	at
2. 	The 	same 	day, 	Easton 	Mark 	initiated 	a 	wire 	transfer 	of 	$3.925
million to Oaks Village’s bank account in exchange for membership
units in Oaks Village. The wire transfer cleared on July 13.
While 	the 	Oak 	Harbor 	Project 	deal 	was 	coming 	together,
Ludwigsen, 	the 	developer, 	was 	facing 	serious 	personal 	legal
issues. A few years earlier, Ludwigsen had been charged with rape.
On July 8, 2021 -- a day before Easton Mark transferred funds for
the Oak Harbor Project -- Ludwigsen pleaded guilty to the criminal
charge. He was later sentenced to six months of incarceration.
The parties dispute what CEP knew about Ludwigsen’s criminal
charge 	and 	when 	CEP 	told 	Easton 	Mark. 	According 	to 	Defendants,
Sahadeo 	learned 	on 	June 	22, 	2021, 	that 	Ludwigsen 	was 	facing 	a
criminal rape charge. Sahadeo texted Crowson that day that he had
“some 	bad 	news 	regarding 	Intel 	on 	Darren 	[Ludwigsen].” 	Dkt. 	36-1
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at 25. In a follow-up call, Sahadeo relayed to Crowson Ludwigsen’s
explanation 	that 	a 	woman 	had 	accused 	him 	of 	rape, 	the 	accusation
was made up, and he expected the charge to be dismissed. Based on
this 	explanation, 	Sahadeo 	did 	not 	believe 	Ludwigsen 	was 	facing
jail 	time. 	Sahadeo 	claims 	he 	only 	learned 	of 	the 	seriousness 	of
the charge against Ludwigsen in mid-July 2021.
Easton Mark has a different account. According to Crowson, he
first heard about Ludwigsen’s legal problems on July 9 -- the day
Easton 	Mark 	initiated 	the 	transfer 	for 	the 	Oak 	Harbor 	Project 	--
when Crumley texted Crowson the following: “I just got a text bomb
conversation 	from 	[Ludwigsen] 	and 	[Sahadeo] 	that 	[Sahadeo]
forwarded. 	I’ll 	send 	it 	tomorrow, 	but 	it’s 	all 	good 	stuff.” 	Dkt.
13-18 	at 	2. 	The 	next 	day, 	Crumley 	sent 	Crowson 	a 	set 	of 	text
messages between Ludwigsen and Sahadeo in which Ludwigsen said he
“ha[d] 	a 	personal 	update.” 	Id. 	On 	a 	Zoom 	call 	that 	day, 	Crumley,
Williams, 	and 	Sahadeo 	told 	Crowson 	that 	Ludwigsen 	was 	facing 	“he
said/she said” sexual assault allegations and that the charge would
not affect the Oak Harbor Project. Dkt. 13 ¶ 45.
Meanwhile, with Easton Mark’s investment secured, CEP pursued
the closing of the property for the Oak Harbor Project. As part of
this 	effort, 	CEP 	sought 	funding 	sources 	beyond 	the 	Setanta 	loan.
Ludwigsen’s 	company 	had 	received 	conditional 	approval 	for 	a 	$2.6
million 	loan 	from 	WADOT 	Capital, 	Inc. 	(“WADOT”) 	on 	July 	9, 	2021,
and 	Oaks 	Village 	applied 	for 	this 	loan 	on 	July 	19. 	According 	to
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Sahadeo, 	CEP 	believed 	Setanta 	would 	fund 	the 	project 	but 	pursued
other 	loan 	options 	in 	light 	of 	the 	project’s 	short 	timeline.
Crumley 	and 	Sahadeo 	expressed 	to 	Crowson 	on 	multiple 	occasions
during this period that they were planning to close on the Setanta
loan 	in 	short 	order. 	Ultimately, 	Oaks 	Village 	closed 	on 	the
property on July 23 for approximately $5.2 million, which included
$2.55 	million 	from 	the 	WADOT 	loan 	and 	funds 	invested 	by 	Easton
Mark. 	Easton 	Mark 	did 	not 	know 	at 	the 	time 	that 	CEP 	had 	been
negotiating with lenders besides Setanta or that CEP used proceeds
from 	a 	loan 	from 	WADOT 	to 	close 	on 	the 	property. 	The 	parties
dispute 	whether 	Easton 	Mark 	knew 	that 	CEP 	would 	use 	the 	funds
Easton Mark invested to purchase the property.
After 	closing 	on 	the 	property, 	CEP 	continued 	to 	pursue 	both
the 	Setanta 	loan 	and 	other 	funding 	sources. 	Sahadeo 	told 	Crowson
on 	July 	30 	that 	CEP 	was 	considering 	backup 	funding 	sources 	to
Setanta 	but 	did 	not 	say 	that 	CEP 	had 	already 	closed 	on 	the 	WADOT
loan. 	A 	few 	days 	later, 	Sahadeo 	emailed 	Crowson 	that 	CEP 	was
“teiing [sic] up WADOt [sic] Capital to use in place of Setanta as
they are cheaper, local, and faster (term sheet expected today and
closing in a week or two.).” Dkt. 13-21 at 2. And in August 2021,
Oaks Village both paid Ludwigsen a $375,000 fee to buy him out of
the 	project 	and 	received 	D.R. 	Horton’s 	$2.025 	million 	deposit.
Sahadeo 	and 	Williams 	told 	Crowson 	that 	the 	buyout 	for 	Ludwigsen
was 	necessary 	because 	Setanta 	would 	only 	consider 	loaning 	to 	the
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project if Ludwigsen was not involved. The Setanta loan never came
to 	fruition, 	but 	the 	record 	contains 	no 	clear 	evidence 	as 	to 	why
Setanta did not extend a loan to Oaks Village and when Defendants
knew Oaks Village would not receive the Setanta loan.
The parties fiercely dispute what occurred when Oaks Village
began the execution phase of the Oak Harbor Project. Between July
1 and December 31, 2021, almost $3.5 million was transferred from
the 	Oaks 	Village 	bank 	account 	to 	a 	CEP 	bank 	account. 	A 	separate
$90,000 	was 	transferred 	to 	an 	account 	controlled 	by 	Crumley,
although 	$85,000 	was 	later 	returned 	to 	the 	Oaks 	Village 	account.
And 	$15,000 	was 	transferred 	to 	a 	Boston 	law 	firm 	on 	October 	28,
2022. 	Easton 	Mark 	claims 	that 	the 	work 	that 	was 	ultimately
performed 	on 	the 	project 	did 	not 	reflect 	the 	expenditure 	of 	that
much 	money 	and, 	thus, 	that 	Defendants 	must 	have 	misappropriated
the funds.
For their part, Defendants assert that they transferred funds
for 	the 	Oak 	Harbor 	Project 	to 	a 	CEP 	bank 	account 	because 	CEP 	was
the 	construction 	manager 	for 	the 	project. 	They 	account 	for 	the
land 	acquisition 	price, 	development 	expenses, 	and 	other 	project-
related costs on which they spent the almost $8.9 million invested
in 	the 	project. 	See 	Dkt. 	64-3 	at 	2. 	Defendants 	concede 	that 	the
$15,000 transferred to the Boston law firm was not related to the
Oak 	Harbor 	Project 	but 	provide 	documentation 	showing 	that 	they
transferred this amount from a CEP bank account to the Oaks Village
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account 	before 	the 	payment 	was 	made. 	Defendants 	also 	claim 	that
although 	they 	diligently 	pursued 	the 	project 	for 	over 	a 	year 	--
including by submitting multiple sets of plans to the city between
December 	2021 	and 	September 	2022 	-- 	they 	faced 	obstacles 	such 	as
an 	understaffed 	engineer, 	interest 	rate 	increases, 	rising
construction costs due to inflation, and changing regulations.
Oaks Village did not secure all approvals and permits by the
PSA’s 	deadlines 	and 	by 	the 	maturity 	date 	of 	the 	WADOT 	loan. 	On
August 	1, 	2022, 	Oaks 	Village 	defaulted 	on 	the 	WADOT 	loan; 	a
foreclosure 	sale 	was 	later 	scheduled 	for 	April 	2023. 	And 	on
September 	16, 	2022, 	D.R. 	Horton 	sent 	Ludwigsen 	a 	notice 	that 	it
was terminating the PSA due to Oaks Village’s failure to complete
the project. Sahadeo claims that he never received this notice and
that Mark Shark, CEP’s contact at D.R. Horton, told him that Oaks
Village may receive a termination notice as a negotiating tactic,
not 	in 	order 	to 	actually 	terminate 	the 	PSA. 	On 	September 	23,
Sahadeo 	emailed 	Crowson 	that 	the 	project 	was 	“on 	a 	brief
construction hold . . . while waiting on some updated engineering
from D.R. Horton to submit to the City.” Dkt. 13-24 at 2. Sahadeo
also 	explained 	that 	D.R. 	Horton 	was 	pulling 	back 	from 	certain
projects 	and 	that 	it 	may 	offer 	to 	buy 	out 	the 	existing 	investors
in 	the 	Oak 	Harbor 	Project, 	attempt 	to 	renegotiate 	the 	PSA, 	or
terminate the deal. Sahadeo emailed Crowson again in January 2023,
reiterating that D.R. Horton was still trying to figure out how to
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proceed 	with 	the 	project 	and 	explaining 	that 	Shark 	had 	suggested
that Oaks Village purchase the WADOT note to increase its leverage
for 	a 	potential 	buyout. 	Sahadeo 	recommended 	purchasing 	the 	note
and 	reported 	that 	he 	was 	contacting 	third 	parties 	about 	raising
funds 	for 	the 	purchase. 	According 	to 	Sahadeo, 	Crowson 	told 	him
multiple 	times 	in 	early 	2023 	that 	Easton 	Mark 	would 	purchase 	the
note.
On 	March 	13, 	2023, 	Sahadeo 	emailed 	Crowson 	that 	he 	was
“feeling some anxiousness on the position [they were] in and [was]
scrambling 	to 	come 	up 	with 	options.” 	Dkt. 	13-27 	at 	2. 	Sahadeo
reiterated 	that 	he 	thought 	Oaks 	Village 	should 	purchase 	the 	note
and explained that D.R. Horton had a “drop dead date” of April 23,
2023. 	Id. 	Sahadeo 	attached 	to 	his 	email 	a 	number 	of 	documents
relating 	to 	the 	Oak 	Harbor 	Project. 	Among 	the 	documents 	were 	the
conditional approval for the WADOT loan that Ludwigsen received on
July 9, 2021, and the settlement statement for the closing of the
property 	on 	July 	23, 	2021, 	which 	showed 	that 	CEP 	funded 	the
purchase 	with 	the 	WADOT 	loan. 	On 	April 	6, 	2023, 	Sahadeo 	sent
Crowson 	a 	copy 	of 	D.R. 	Horton’s 	notice 	of 	termination 	from
September 2022, which Easton Mark had not previously seen.
In early April 2023, Sahadeo and Williams disclosed to Crowson
that 	the 	WADOT 	loan 	was 	in 	default, 	a 	foreclosure 	sale 	had 	been
scheduled, 	and 	Oaks 	Village 	owed 	over 	$35,000 	in 	property 	taxes.
Sahadeo also told Crowson that the construction budget to complete
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the 	project 	was 	about 	the 	same 	as 	when 	the 	project 	began, 	the
current 	value 	of 	the 	project 	was 	about 	$10 	million, 	certain
preliminary 	approvals 	for 	the 	project 	had 	come 	through, 	and 	the
property was “ready for horizontal development.” Dkt. 13 ¶ 66. The
same day, Williams told Easton Mark that “[t]he final subdivision
plat 	map 	[was] 	ready 	to 	submit” 	to 	the 	city. 	Dkt. 	13-26 	at 	2. 	By
the end of the month, however, Easton Mark decided not to purchase
the note or put more money into the project.
In May 2023, Easton Mark secured the appointment of a receiver
for 	Oaks 	Village. 	The 	receiver 	engaged 	an 	engineer 	to 	assess 	the
status of the project. The engineer identified the “real problem”
with 	the 	project 	as 	“the 	engineering 	review,” 	noting 	that 	Oaks
Village received more than 300 comments from the city on its latest
permitting 	submission, 	“the 	constructions 	plans 	[were] 	just 	not
progressing,” 	and 	“[n]o 	work 	ha[d] 	occurred 	on-site.” 	Dkt. 	43 	at
10. 	The 	receiver 	obtained 	an 	engineering 	proposal 	for 	certain
preliminary 	work. 	Although 	that 	work 	began, 	Easton 	Mark 	stopped
funding the receivership in September 2023. D.R. Horton purchased
the 	property 	for 	almost 	$3.8 	million 	at 	a 	foreclosure 	auction 	in
March 2024. Easton Mark has received nothing back on its investment
in the Oak Harbor Project.
III. Dot Ave Project
In July 2021, as Easton Mark was investing in the Oak Harbor
Project, Crumley began soliciting Easton Mark to invest in a much
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larger project to develop a life sciences campus in South Boston,
Massachusetts 	(the 	“Dot 	Ave 	Project”). 	The 	developer 	of 	the 	Dot
Ave Project (the “SB Developer”) was seeking $30 million to extend
a 	distressed 	loan 	that 	had 	funded 	the 	purchase 	of 	six 	parcels 	of
land 	for 	the 	project 	and 	to 	acquire 	a 	seventh 	parcel. 	The 	SB
Developer 	planned 	to 	later 	refinance 	the 	project, 	at 	which 	point
the $30 million loan would convert into an ownership interest.
Easton Mark decided to invest in the Dot Ave Project and, on
August 	25, 	2021, 	loaned 	the 	SB 	Developer 	$30 	million 	in 	exchange
for 	a 	promissory 	note 	secured 	by 	a 	mortgage 	on 	the 	property. 	The
same 	day, 	Easton 	Mark 	and 	CEP 	executed 	a 	consulting 	agreement
pursuant to which CEP agreed to advise Easton Mark with respect to
the 	Dot 	Ave 	Project. 	Easton 	Mark 	promised 	to 	pay 	CEP 	half 	of 	the
interest it collected on its $30 million loan to the SB Developer.
The planned refinancing for the Dot Ave Project, which had a
maturity of one year, closed on March 23, 2022. As a condition of
the 	refinancing, 	the 	new 	lenders 	required 	that 	certain 	legacy
investors in the Dot Ave Project (the “Legacy Investors”) execute
standstill 	agreements 	in 	which 	they 	promised 	not 	to 	make 	efforts
to secure repayment of their loans for at least twenty-four months
from 	the 	refinancing 	closing 	date. 	Nonetheless, 	between 	March 	7
and 	March 	15, 	2022, 	the 	SB 	Developer 	had 	executed 	personal
guarantees with various Legacy Investors. Most of these guarantees
required 	the 	SB 	Developer 	to 	use 	best 	efforts 	to 	make 	certain
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payments within a period ranging from one week to 180 days, while
at 	least 	one 	mandated 	a 	payment 	to 	a 	Legacy 	Investor. 	Crumley
signed at least one of the personal guarantees. On March 25, 2022,
the SB Developer executed another agreement promising a payment of
$34,600,000 	to 	a 	Legacy 	Investor 	within 	ninety 	days. 	In 	total,
these guarantees exceeded $50 million in payments during 2022.
As planned, upon the closing of the refinancing on March 23,
2022, 	Easton 	Mark’s 	$30 	million 	principal 	converted 	into
membership 	interests 	in 	two 	limited 	liability 	companies 	(“LLCs”)
formed 	to 	own 	the 	Dot 	Ave 	Project 	(the 	“Last 	Mile 	LLCs”). 	Easton
Mark 	simultaneously 	released 	its 	security 	interest 	in 	the
property, 	and 	title 	to 	the 	property 	was 	transferred 	to 	entities
related 	to 	the 	Last 	Mile 	LLCs. 	The 	managers 	of 	one 	of 	the 	Last
Mile 	LLCs 	were 	Crumley 	and 	representatives 	from 	both 	Easton 	Mark
and 	the 	SB 	Developer. 	At 	the 	time 	the 	refinancing 	closed, 	Easton
Mark 	knew 	of 	the 	Legacy 	Investors’ 	preexisting 	claims 	for
repayment, and Crumley had disclosed to Easton Mark the standstill
agreements with the Legacy Investors. But Easton Mark did not know
that 	the 	SB 	Developer 	had 	executed 	personal 	guarantees 	with 	the
Legacy Investors. Over the subsequent months, Easton Mark invested
$7 million in capital calls to cover project costs.
Between 	May 	2022 	and 	November 	2022, 	at 	least 	six 	Legacy
Investors filed lawsuits against the SB Developer and/or Crumley,
seeking 	a 	total 	of 	more 	than 	$60 	million. 	Crumley 	sent 	Crowson
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information 	about 	the 	Legacy 	Investors, 	the 	personal 	guarantees,
and 	actual 	and 	potential 	litigation 	by 	the 	Legacy 	Investors 	in
late 	June 	2022. 	Easton 	Mark 	subsequently 	removed 	Crumley 	as 	a
manager of one of the Last Mile LLCs.
The parties dispute whether the personal guarantees affected
the Dot Ave Project. According to Easton Mark, the threatened and
actual 	litigation 	by 	the 	Legacy 	Investors 	hampered 	the 	Last 	Mile
LLCs’ 	ability 	to 	obtain 	new 	financing 	when 	the 	existing 	loans
matured in March 2023. Defendants deny that the personal guarantees
negatively 	affected 	the 	project, 	asserting 	that 	the 	Legacy
Investors 	were 	already 	seeking 	repayment 	before 	the 	guarantees,
the 	guarantees 	had 	no 	effect 	on 	refinancing 	the 	project 	in 	March
2023, and the guarantees helped stabilize the project to allow for
continued development. Defendants attribute the project’s failure
to 	high 	interest 	rates, 	inflation, 	and 	preexisting 	disputes 	with
the Legacy Investors.
In 	October 	2024, 	a 	lender 	conducted 	a 	strict 	foreclosure 	of
the membership interests in entities related to the Last Mile LLCs.
Easton Mark lost more than $37 million on the Dot Ave Project.
LEGAL STANDARD
Federal 	Rule 	of 	Civil 	Procedure 	64(a) 	specifies 	that 	“[a]t
the 	commencement 	of 	and 	throughout 	an 	action, 	every 	remedy 	is
available 	that, 	under 	the 	law 	of 	the 	state 	where 	the 	court 	is
located, 	provides 	for 	seizing 	a 	person 	or 	property 	to 	secure
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satisfaction of the potential judgment.” Although “federal courts
lack equitable jurisdiction under Federal Rule of Civil Procedure
65 	to 	enter 	preliminary 	injunctions 	that 	prevent 	the 	transfer 	of
assets 	pending 	the 	adjudication 	of 	a 	claim 	for 	money 	damages,”
this principle “does not constrain [a] district court’s authority
to grant analogous relief under Rule 64 when authorized by the law
of the forum state.” Pineda v. Skinner Servs., Inc., 22 F.4th 47,
49 (1st Cir. 2021).
Massachusetts 	law 	authorizes 	courts 	to 	issue 	preliminary
injunctions to prevent a defendant from “dissipating its assets to
avoid 	payment 	of 	any 	judgment.” 	Id. 	at 	55. 	A 	plaintiff 	seeking
such 	an 	injunction 	“must 	meet 	a 	three-part 	test: 	(1) that 	[it]
likely 	is 	to 	succeed 	on 	the 	merits, 	(2) that 	[it] 	likely 	will
suffer irreparable harm in the absence of the preliminary relief,
and (3) that the risk of irreparable harm outweighs the potential
harm to the nonmoving party if the injunction is awarded.” Id. at
53. In the context of a preliminary injunction freezing assets to
preserve a defendant’s ability to pay a judgment, the “possibility
that 	a 	defendant 	may 	not 	have 	assets 	on 	the 	day 	of 	judgment 	may
not 	automatically 	make 	out 	a 	showing 	of 	irreparable 	injury.” 	Id.
at 	56 	(quoting 	Micro 	Signal 	Rsch., 	Inc. v. 	Otus, 	417 	F.3d 	28, 	31
(1st Cir. 2005)); see Charlesbank Equity Fund II v. Blinds To Go,
Inc., 370 F.3d 151, 162-63 (1st Cir. 2004) (rejecting the argument
that 	a 	preliminary 	injunction 	freezing 	assets 	can 	be 	justified
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based 	solely 	on 	a 	concern 	that 	the 	defendant 	will 	lack 	assets 	to
pay a judgment). But “the story is quite different where there is
a 	strong 	indication 	that 	the 	defendant 	may 	dissipate 	or 	conceal
assets.” Pineda, 22 F.4th at 56 (quoting Micro Signal, 417 F.3d at
31).
DISCUSSION
In 	their 	briefing 	on 	Easton 	Mark’s 	motion 	for 	preliminary
injunction, the parties wrangle over whether Easton Mark is likely
to succeed on the merits of its claims in this lawsuit. With regard
to the Oak Harbor Project, Easton Mark argues that it will likely
prevail in proving that some or all of the Defendants fraudulently
induced 	it 	to 	invest 	in 	the 	project 	via 	misrepresentations 	about
financing 	and 	Ludwigsen’s 	criminal 	liability, 	fraudulently
misrepresented 	the 	status 	of 	the 	project 	while 	it 	was
ongoing, misappropriated 	assets 	from 	the 	project 	for 	unrelated
purposes, 	and 	breached 	their 	fiduciary 	duties 	in 	managing 	the
project. 	For 	the 	Dot 	Ave 	Project, 	Easton 	Mark 	contends 	that 	it
will likely prove that some or all of the Defendants breached their
fiduciary duties or fraudulently induced it to convert its secured
loan into membership interests in the LLCs that owned the project
by failing to disclose the personal guarantees given to the Legacy
Investors. 	Defendants 	dispute 	many 	of 	the 	facts 	underlying 	these
claims 	and 	present 	a 	number 	of 	legal 	arguments 	as 	to 	why 	Easton
Mark is unlikely to succeed on the merits.
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The Court need not resolve the many factual and legal disputes
between 	the 	parties 	on 	the 	merits 	of 	Easton 	Mark’s 	claims. 	Even
assuming that Easton Mark has demonstrated a likelihood of success
on 	the 	merits, 	it 	has 	not 	shown 	the 	“strong 	indication 	that
[Defendants] may dissipate or conceal assets” that is necessary to
establish irreparable harm for the type of preliminary injunction
it 	seeks. 	Id. 	(quoting 	Micro 	Signal, 	417 	F.3d 	at 	31); 	see
Charlesbank 	Equity, 	370 	F.3d 	at 	162 	(providing 	that 	“irreparable
harm 	constitutes 	a 	necessary 	threshold 	showing 	for 	an 	award 	of
preliminary injunctive relief” freezing assets).
Easton 	Mark’s 	argument 	that 	Defendants 	may 	dissipate 	or
conceal 	assets 	primarily 	rests 	on 	its 	assertion 	that 	Defendants
misappropriated 	funds 	from 	the 	Oak 	Harbor 	Project. 	Easton 	Mark
points 	out 	that 	Defendants 	transferred 	over 	$3.5 	million 	between
July 	1 	and 	December 	31, 	2021, 	from 	the 	Oaks 	Village 	bank 	account
to 	accounts 	controlled 	by 	Defendants 	and 	later 	$15,000 	from 	the
Oaks Village account to a Boston law firm for a purpose unrelated
to the project. Easton Mark also stresses that 1) Defendants failed
to 	pay 	over 	$35,000 	in 	property 	taxes 	related 	to 	the 	project 	and
defaulted on the WADOT loan; 2) Sahadeo told Crowson in early April
2023 that the construction budget to complete the project was about
the 	same 	as 	when 	the 	project 	began; 	and 	3) 	an 	engineer 	stated 	in
May 2023 that the property reflected no on-site construction work.
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Based 	on 	these 	facts, 	Easton 	Mark 	contends 	that 	Defendants 	must
have misappropriated the money invested into the project.
While 	Easton 	Mark’s 	allegation 	that 	Defendants
misappropriated funds from the Oak Harbor Project is plausible in
light of the facts it marshals, Defendants present evidence telling
a 	different 	story. 	In 	his 	affidavits, 	Sahadeo 	accounts 	for 	the
project-related 	expenses 	on 	which 	he 	claims 	Defendants 	spent 	the
almost 	$8.9 	million 	invested 	into 	the 	project 	and 	states 	that
Defendants transferred funds for the project to a CEP bank account
because 	CEP 	acted 	as 	the 	construction 	manager. 	Sahadeo 	also
explains that the $15,000 payment to the Boston law firm originally
came 	from 	a 	CEP 	bank 	account. 	And 	he 	offers 	his 	perspective 	that
while 	Defendants 	diligently 	pursued 	the 	planning 	stages 	of 	the
project 	for 	over 	a 	year, 	the 	project 	ultimately 	failed 	due 	to 	an
understaffed 	engineer, 	interest 	rate 	increases, 	rising
construction costs due to inflation, and changing regulations.
The 	Court 	finds 	Defendants’ 	version 	of 	events 	also 	to 	be
plausible 	at 	this 	stage 	despite 	Easton 	Mark’s 	arguments 	to 	the
contrary. 	The 	fact 	that 	Defendants 	did 	not 	pay 	certain 	property
taxes and defaulted on the WADOT loan does not mean that they did
not use the funds invested in the Oak Harbor Project for project-
related 	purposes. 	Sahadeo’s 	statement 	in 	April 	2023 	that 	the
construction budget to complete the project was about the same as
when 	the 	project 	began 	is 	consistent 	with 	his 	attribution 	of 	the
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failure of the project to interest rates increases and inflation.
And 	Defendants 	assert 	that 	the 	vast 	majority 	of 	the 	Oak 	Harbor
Project’s 	funding 	went 	to 	non-construction 	expenses 	(e.g.,
purchasing 	the 	land, 	financing 	costs, 	the 	Ludwigsen 	buyout,
engineer 	and 	project 	management 	costs). 	Given 	this 	explanation,
the Court does not discredit Defendants’ account simply because an
engineer stated in May 2023 that no construction work had occurred
onsite.
Given 	the 	substantial 	factual 	disputes 	between 	the 	parties
about 	Defendants’ 	use 	of 	the 	funds 	invested 	in 	the 	Oak 	Harbor
Project, the Court cannot find that Easton Mark’s evidence on this
score 	is 	sufficient 	to 	show 	a 	strong 	indication 	that 	Defendants
may dissipate or conceal assets. See Spencer Cos. v. Armonk Indus.,
Inc., 	489 	F.2d 	704, 	707 	(1st 	Cir. 	1973) 	(affirming 	denial 	of
preliminary 	injunctive 	relief 	in 	part 	because 	the 	evidence
revealed 	“a 	major 	factual 	dispute”); 	Sodexo 	Operations, 	LLC 	v.
Abbe, 	382 	F. 	Supp. 	3d 	162, 	165 	(D. 	Mass. 	2019) 	(explaining 	that
the 	parties’ 	facially 	plausible 	but 	conflicting 	factual 	accounts
“caution[ed] 	against 	[preliminary] 	injunctive 	relief”). 	Easton
Mark pressed its motion for preliminary injunction via affidavits
and 	a 	paper 	record 	rather 	than 	seeking 	an 	evidentiary 	hearing.
“[W]hen 	courts 	are 	faced 	with 	affidavits 	at 	odds 	and 	must 	make 	a
credibility 	determination 	between 	them, 	courts 	generally 	do 	not
issue 	a 	preliminary 	injunction 	. 	. 	. 	.” 	Rohm 	& 	Haas 	Elec.
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Materials, LLC v. Elec. Cirs. Supplies, Inc., 759 F. Supp. 2d 110,
125 n.107 (D. Mass. 2010). Here, the Court lacks a basis for making
a credibility determination between the competing factual accounts
presented 	by 	the 	parties. 	See 	Am. 	Century 	Home 	Fabrics, 	Inc. 	v.
Ashley 	Furniture 	Indus., 	Inc., 	473 	F. 	Supp. 	2d 	168, 	174-76 	(D.
Mass. 	2007) 	(proceeding 	to 	“rule 	on 	the 	preliminary 	injunction
using 	only 	affidavits” 	where 	no 	party 	requested 	an 	evidentiary
hearing 	and 	refusing 	to 	issue 	an 	injunction 	given 	that 	the
affidavits 	presented 	conflicting 	factual 	accounts 	requiring
“credibility determinations”).
Easton 	Mark 	separately 	points 	to 	allegations 	in 	a 	verified
complaint 	filed 	in 	the 	Delaware 	Chancery 	Court 	in 	February 	2025
about 	Crumley’s 	conduct 	involving 	an 	entity 	called 	Greenfin
Properties, 	LLC 	(“Greenfin”). 	Greenfin 	holds 	a 	portfolio 	of
apartment 	buildings 	in 	Rhode 	Island 	and 	is 	partly 	owned 	by 	CJRI,
which 	at 	the 	time 	was 	itself 	owned 	by 	Crumley 	and 	Williams.
According 	to 	the 	complaint, 	on 	November 	21, 	2024, 	Crumley, 	a
manager of Greenfin, attempted to transfer over $43,000 to Williams
from Greenfin’s bank account without the other managers’ approval.
About two months later, Crumley obtained a $20,000 cashier’s check
from 	Greenfin’s 	account, 	again 	without 	the 	other 	managers’
approval.
These allegations, while concerning, are also insufficient to
establish 	a 	strong 	indication 	that 	Crumley 	and 	Williams 	may
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dissipate or conceal assets in a manner that would prevent Easton
Mark from collecting on any judgment. Easton Mark points solely to
allegations 	in 	a 	complaint, 	albeit 	a 	verified 	one, 	and 	does 	not
explain how those allegations have fared throughout the course of
the 	Delaware 	litigation. 	And 	while 	the 	complaint 	alleges 	that
Crumley 	was 	taking 	money 	out 	of 	Greenfin 	for 	personal 	purposes,
the Court lacks sufficient factual information to assess the merits
of 	that 	allegation 	or 	to 	evaluate 	what 	role, 	if 	any, 	Williams
played in Crumley’s conduct.1
Finally, 	Easton 	Mark 	contends 	that 	simply 	establishing 	a
likelihood of success on any of its fraud claims would suffice to
show 	irreparable 	harm. 	The 	Court 	is 	unpersuaded. 	While 	a
demonstration 	that 	a 	defendant 	engaged 	in 	a 	“probable 	fraud” 	may
support 	a 	showing 	that 	the 	defendant 	may 	dissipate 	or 	conceal
assets, 	see 	Micro 	Signal, 	417 	F.3d 	at 	31, 	courts 	finding
irreparable 	harm 	in 	this 	context 	generally 	rely 	on 	some 	evidence
beyond 	the 	simple 	fact 	of 	a 	fraud 	itself, 	such 	as 	fraudulent
transfers, conversion of assets, and misuse of the corporate form,
see 	id. 	at 	31 	(relying 	on 	the 	defendant’s 	“probable 	fraud, 	his
prevarications 	about 	repayment, 	and 	the 	switch 	of 	the 	business”
1 	During 	the 	non-evidentiary 	hearing 	on 	Easton 	Mark’s 	motion 	for
preliminary 	injunction, 	Easton 	Mark 	indicated 	that 	it 	had 	reason
to 	believe 	that 	Crumley 	and 	Williams 	were 	“actively 	seeking 	to
dispose of their interests in” Greenfin and Bluefin, another entity
partially owned by CJRI. Dkt. 79 at 63. Easton Mark never offered
evidence on this score.
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from one corporate entity to another); Safeguard Props. Mgmt., LLC
v. Zoll, No. 22-cv-11004, 2022 WL 16838781, at *12 (D. Mass. Nov.
8, 2022) (relying on both the defendants’ fraud and their abuse of
the 	corporate 	form); 	BRT 	Mgmt., 	LLC 	v. 	Malden 	Storage, 	LLC, 	No.
17-cv-10005, 	2022 	WL 	95926, 	at 	*2-3 	(D. 	Mass. 	Jan. 	10, 	2022)
(relying 	on 	both 	the 	defendants’ 	fraud 	and 	their 	conversion 	of
assets); 	B2 	Opportunity 	Fund, 	LLC 	v. 	Trabelsi, 	No. 	17-cv-10043,
2017 	WL 	1196645, 	at 	*2 	(D. 	Mass. 	Mar. 	30, 	2017) 	(relying 	on 	both
the 	defendant’s 	fraud 	and 	his 	transfer 	of 	assets 	after 	the
plaintiff sought an injunction). For the reasons discussed above,
the 	Court 	does 	not 	find 	a 	strong 	indication 	on 	this 	record 	that
Defendants 	have 	engaged 	in 	any 	such 	conduct 	with 	respect 	to 	the
assets of Oaks Village or Greenfin, and Easton Mark’s fraud claims
do not otherwise directly relate to the dissipation or concealment
of assets.
ORDER
For 	the 	foregoing 	reasons, 	Easton 	Mark’s 	motion 	for
preliminary injunction (Dkt. 8) is DENIED.
SO ORDERED.
/s/ PATTI B. SARIS__________
Hon. Patti B. Saris
United States District Judge
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