Massachusetts Purchase and Sale Agreement

							                       COMMONWEALTH OF MASSACHUSETTS

NORFOLK, ss                                        NORFOLK COUNTY SUPERIOR COURT
                                                   DOCKET NO:


_________________________________________
                                          )
GODDARD HEALTH SERVICE, INC.              )
d/b/a GODDARD HEALTH FOUNDATION,          )
       Plaintiff                          )                COMPLAINT AND JURY
                                          )                DEMAND
v                                         )
                                          )
DONNA J. AYERS,                           )
       Defendant                          )
_________________________________________ )

                                          PARTIES

1.    The Plaintiff, Goddard Health Service, Inc., d/b/a Goddard Health Foundation is a non-
      profit corporation with a principle place of business located on 43 Belmont Street, South
      Easton, Bristol County, Massachusetts.

2.    The Defendant Donna J. Ayers, is an individual and resident of 39 Kelsey Drive,
      Stoughton, Norfolk County, Massachusetts.

                                        COUNT I
        (Tortious Inte rference with an Advantageous Contractual Relationship)


3.    The Plaintiff repeats and reavers the allegations of paragraphs one (1) and two (2) as if
      each were more fully set forth and pleaded below.

4.    The Plaintiff is the owner of a certain parcel of undeveloped land, approximately 99.31
      acres, located in the southern section of the Town of Stoughton, Norfolk County, and in
      the northern area of the Town of Easton, Bristol County.

5.    The property owned by the Plaintiff is bounded by residential property to the North of
      Daly Drive, Stoughton, Norfolk County; to the East by Goddard Health Services and
      residential properties of Benson Road, Stoughton, Norfolk County; to the South by the
      Town of Easton, Bristol County; and to the West by residential properties of Kelsey
      Drive, Washington Street, Esten Road, and Lucas Drive of Stoughton, Norfolk County.

6.    On or about October 29, 2001, the Plaintiff entered into a purchase and sale agreement
      with a Third Party buyer Oxford Development, LLC for the sale of the above referenced



                                               1
         parcel of land for the price of one million four hundred thousand dollars
         ($1,400,000.00) 1 .

7.       The purchase and sale agreement entered into between the Plaintiff and Oxford
         Development, LLC, is a legally binding and enforceable contract supported by a mutual
         exchange of good and sufficient consideration.

8.       As expressly stated in the purchase and sale agreement between the Plaintiff and Oxford
         Development, LLC, it was and remains the intention of both parties that the undeveloped
         parcel of land subject to the purchase and sale agreement be developed as a residential
         subdivision.

9.       During the time periods materially relevant hereto, the Villages at Goddard Highlands
         Realty Trust became the real third party buyer in interest under the purchase and sale
         contract as a designee, nominee, and/or assignee of Oxford Development, LLC.

10.      As a condition precedent to the Villages at Goddard Highlands Realty Trust’s ability to
         perform fully under the purchase and sale contract, the Villages at Goddard Highlands
         Realty Trust was required to use all necessary efforts to obtain all requisite permits and
         approvals for development of the land as a residential subdivision.

11.      Among the contemplated approvals and permits upon which The Villages at Goddard
         Highlands Realty Trust’s performance is conditioned is the obtainment of an approved
         comprehensive permit application from the Town of Stoughton Zoning Board of Appeals
         for the development of the property pursuant to Mass. Gen. L. ch. 40B.

12.      At all time periods materially relevant hereto, the Defenda nt Donna Ayers is an abutter to
         the undeveloped land subject to the purchase and sale contract.

13.      At all time periods materially relevant hereto, the Defendant Donna Ayers had and has
         knowledge, actual and/or constructive, of the contract between the Plaintiff and The
         Villages at Goddard Highlands Realty Trust regarding the purchase and sale of the
         property.

14.      At all time periods materially relevant hereto, the Defendant Donna Ayers had and has
         knowledge, actual and/or constructive, that approval of a compre hensive permit under
         Mass. Gen. L. ch. 40B is a condition that must be satisfied by the Villages at Goddard
         Highlands Realty Trust before the land can be purchased under the purchase and sale
         agreement.

15.      The Defendant, with actual and/or constructive knowledge of the purchase and sale
         contract between the Plaintiff and The Villages at Goddard Highlands Realty Trust,
         intentionally, with an improper motive and through improper means, engaged in
         conduct, efforts, and behavior to impair, thwart, and interfere with the Villages at


1
    True copy of purchase and sale agreement attached as Exhibit A.


                                                  2
      Goddard Highlands Realty Trust’s ability to obtain necessary permits and approvals
      required to perform its obligations under the purchase and sale contract with the Plaintiff.

16.   The Defendant, through her actions, words, efforts, behavior, and deeds has purposefully
      prevented The Villages at Goddard Highlands Realty Trust from performing its
      obligations under the contract that would permit it to complete the purchase and sale
      transaction under the contract.

17.   The Defendant, Donna Ayers has engaged in repeated and vexatious litigation in multiple
      forums; administrative bodies, civil courts, and appellate courts; to frustrate, in the
      absence of probable cause or good faith, The Villages at Goddard Highlands Realty
      Trust’s effort to obtain the contractually required permits and approvals.

18.   The vexatious litigation has been redundant and protracted by the Defendant Donna
      Ayers’ pattern of purposeful action or inaction intended to frustrate and delay The
      Villages at Goddard Highlands Realty Trust from obtaining permits to make the Trust’s
      performance of the contract economically unfeasible.

A.    Vexatious Litigation Commenced in the Housing Appeals Committee

19.   The Plaintiff repeats and reavers the allegations contained paragraphs one (1) through
      eighteen (18) of the Complaint as if each were more fully set forth and pleaded below.

20.   Pursuant to its contractual obligations under the purchase and sale contract, on March 11,
      2002, the Villages at Goddard Highlands Trust applied for a comprehensive permit with
      the Town of Stoughton pursuant to Mass. Gen. L. ch. 40B to construct one hundred
      twelve (112) housing units on the property.

21.   On July 30, 2003, the Town of Stoughton Zoning Board of Appeals granted a
      comprehensive permit to The Villages at Goddard Highlands Realty Trust pursuant to
      Mass. Gen. L. ch. 40B, subject to a reduction in the number of proposed housing units to
      be developed on the property from one hundred twelve (112) to ninety (90).

22.   On or about August 15, 2003, The Villages at Goddard Highlands Realty Trust, appealed
      the Zoning Board of Appeal’s reduction in the number of housing units to the Housing
      Appeals Committee in accordance with the procedures of Mass. Gen. L. ch. 40B.

23.   The Defendant, Donna Ayers, had either actual or constructive knowledge that The
      Villages at Goddard Highlands Realty Trust’s ability to purchase the land from the
      Plaintiff under the purchase and sale contract was conditio ned upon obtaining the
      comprehensive permit required of G.L. ch. 40B.

24.   Therefore, on or about September, 2003, the Defendant Donna Ayers began what at
      present is a five (5) year protracted effort to stall, delay, interfere, prevent, frustrate, and
      thwart The Villages at Goddard Highlands Realty Trust’s efforts to obtain a
      comprehensive permit to satisfy its condition precedent to purchasing the land.



                                                  3
25.      On or about September, 2003, the Defendant Donna Ayers sought leave to intervene in
         the matter pending in the Housing Appeals Committee between The Villages at Goddard
         Highlands Realty Trust and the Town of Stoughton Zoning Board of Appeals.

26.      The Housing Appeals Committee did not immediately act on Defendant Donna Ayers’
         motion to intervene.

27.      The Housing Appeals Committee did permit the Defendant Donna Ayers to participate in
         the appeal as an “interested person” including the right to present expert testimony at an
         evidentiary hearing.

28.      During the beginning of December, 2004, the Town of Stoughton Zoning Board of
         Appeals and The Villages at Goddard Highlands Realty Trust settled the pending appeal
         and filed an Agreement of Settlement and Stipulation for Entry of Judgment with a
         compromise housing unit density of one hundred four (104).

29.      The Housing Appeals Committee conducted an evidentiary hearing on December 9,
         2004, to permit the Defendant Donna Ayers to present evidence in support of her request
         to intervene and her objection to the settlement agreement.

30.      On December 28, 2004, the Housing Appeals Committee approved the Town of
         Stoughton Zoning Board of Appeals and The Villages at Goddard Highlands Realty
         Trust’s settlement agreement and ordered that a comprehensive permit pursuant to Gen.
         L. ch. 40B issue in the amount of one hundred four (104) units.

31.      The Housing Appeals Committee also denied the Defendant Donna Ayers’ motion to
         intervene.

32.      On January 28, 2005, the Defendant Donna Ayers appealed the Housing Appeals
         Committee’s decision to approve the stipulation of agreement between the Town of
         Stoughton Zoning Board of Appeals and The Villages Goddard Highlands Realty Trust to
         the Norfolk County Superior Court by filing a complaint pursuant to Mass. Gen. L. ch.
         30A, §14 entitled Ayers v. Housing Appeals Committee, C.A. NO. 2005-01632 .

33.      Mass. Gen. L ch. 30A, §14 states that a complaint for review must be filed within thirty
         (30) days of receipt of an administrative agency’s decision.

34.      Consistent with her pattern of purposefully dilatory conduct, b y filing her complaint on
         January 28, 2005, Donna Ayers took advantage of time standards and purposefully filed
         her complaint on the thirtieth (30th ) day to gain the maximum time delay advantage.

35.      Donna Ayers’ complaint filed in Norfolk County Superior Court is subject to the
         Superior Court’s standing order 1-96.



2
    Copy of Norfolk County Superior Court Docket Sheet attached as Exhibit B.


                                                  4
36.   In accordance with Superior Court Standing Order 1-96, the Housing Appeals Committee
      filed a certified copy of the Administrative Record on July 29, 2005.

37.   Under Standing Order 1-96, the Defendant Donna Ayers, as the appealing party, was
      required to submit a motion for judgment on the pleadings within thirty (30) days of July
      29, 2005.

38.   Consistent with her pattern of purposefully dilatory conduct, although Donna Ayers had
      thirty (30) days to file her motion or to seek an extension, for the next ten (10) weeks,
      Defendant Donna Ayers filed no such motion for judgment on the pleadings nor did she
      seek an extension of time for doing so.

39.   On October 7, 2005, the Villages at Goddard Highlands Trust filed a motion to dismiss
      Donna Ayers’ complaint for failure to prosecute in accordance with the applicable
      procedural standards.

40.   On October 17, 2005, ten (10) months after her complaint for judicial review was filed
      and nearly three (3) months following the filing of the certified record by the Housing
      Appeals Committee, Donna Ayers responded to the Villages at Goddard Highlands
      Realty Trust’s motion to dismiss with a motion for an extension of time and to stay
      proceedings.

41.   Hearing was held by the court regarding both party’s motions on December 5, 2005.

42.   On December 6, 2005, the court (Gaziano, J.) allowed the Villages at Goddard Highlands
      Realty Trust’s motion to dismiss Donna Ayers’ complaint for failure to prosecute.

43.   The court noted that Ms. Ayers is a sophisticated pro se litigant who received assistance
      from counsel and had litigated similar issues against the Villages at Goddard Highlands
      Realty Trust in multiple forums.

44.   On December 19, 2005, Donna Ayers filed a motion to reconsider, alter, vacate, or
      amend the December 6, 2005, judgment of the court.

45.   The Villages at Goddard Highlands Realty Trust opposed the motion on January 3, 2006.

46.   On January 11, 2006, the court denied Donna Ayers’ motion to reconsider.

47.   On February 10, 2006, Donna Ayers filed a notice of appeal of the dismissal to the
      Appeals Court.

48.   The notice of appeal was filed thirty (30) days following the judgment, consistent with
      her course of delaying conduct.

49.   On January 16, 2007, the Norfolk County Superior Court received a rescript from the
      Massachusetts Appeals Court reversing the December 5, 2006, judgment of the court, and



                                               5
         returning Donna Ayers’ complaint to the civil docket for further proceedings 3 .

50.      Although the rescript was received on January 16, 2007, by May 2, 2007, Donna Ayers
         had still not filed a motion for judgment on the pleadings pursuant to Mass. R. Civ. P.
         12(c) in accordance with standing order 1-96.

51.      On May 2, 2007, the Norfolk County Superior Court (Fabricant, J.) ordered that Donna
         Ayers’ complaint be dismissed for her continued failure to prosecute her complaint in
         accordance with the applicable procedures and time standards.

52.      The court’s judgment of dismissal was stayed thirty (30) days to permit Donna Ayers to
         serve an appropriate motion for judgment on the pleadings.

53.      On May 29, 2007, the court vacated its prior order of May 2, 2007, and granted Donna
         Ayers an additional thirty (30) days to serve an appropriate motion for judgment on the
         pleadings.

54.      On June 28, 2007, nearly twenty-four (24) months after the certified administrative
         record was filed with the court and nearly six (6) months after the case was returned to
         the docket, Donna Ayers finally served a motion for judgment on the pleadings.

55.      Consistent with her pattern of purposeful delay, Donna Ayers twice moved to continue
         the hearing date in Superior Court on her motion for judgment on the pleadings.

56.      After many months of delay caused by the Defendant Donna Ayers’ purposefully dilatory
         conduct, the matter finally came to hearing on December 10, 2007, nearly three (3) years
         after she initiated the litigation.

57.      On December 19, 2007, the Norfolk County Superior Court (Brady, J.) again issued an
         order dismissing Donna Ayers’ complaint.

58.      The court’s December 19, 2007, dismissal was based on substantive as opposed to
         procedural grounds.

59.      On January 18, 2008, the Norfolk Superior Court entered a judgment of dismissal on the
         December 19, 2007, order.

60.      Consistent with her pattern of purposefully dilatory co nduct, Donna Ayers did not timely
         file a notice of appeal of the January 18, 2008, order.

61.      On March 17, 2008, Donna Ayers’ purported notice of appeal was returned by the court
         as filed untimely.

62.      On March 24, 2008, the notice of appeal was docketed with the Superior Court.


3
    Copy of Massachusetts Appeals Court Docket No: 06-P-0454 attached as Exhibit C.


                                                  6
63.      On June 30, 2008, the appeal was entered with the Appeals Court, No: 2008-P-10974 .

64.      Although docketed on June 30, 2008, Donna Ayers did not file her brief until October 27,
         2008 and has yet to serve opposing counsel with a copy of the administrative record.

B.       Vexatious Parallel Litigation Comme nced in Land Court

65.      The Plaintiff repeats and reavers the allegations contained in paragraphs one (1) through
         sixty- four (64) as if each were more fully set forth and pleaded below.

66.      The above litigation, referenced in paragraphs twenty-three (23) to sixty- four (64),
         commenced by Ms. Ayers in September, 2003, before the Housing Appeals Committee
         and proceeding to present is one example of the many protracted lawsuits Donna Ayers
         has brought against The Villages at Goddard Highlands Realty Trust to frustrate its
         efforts to obtain the required permits to complete its land transaction with the Plaintiff.

67.      As she was preparing to intervene in the Housing Appeals Committee proceedings,
         Donna Ayers, in August, 2003, filed a complaint in Land Court entitled Ayers v. Town of
         Stoughton Zoning Board of Appeals, Misc. No 03-291922, pursuant to Mass. Gen. L. ch.
         40B, §21, seeking to annul the decision of the Zoning Board of Appeals.

68.      The issues Donna Ayers sought to present in the Land Court, challenging the Town of
         Stoughton’s grant of a comprehensive permit, were similar, if not identical, to those
         issues pressed before the Housing Appeals Committee and the Norfolk County Superior
         Court.

69.      On August 2, 2004, one (1) year after she filed her complaint, the Land Court (Trombley,
         J.) dismissed the appeal on the parties’ cross motions for summary judgment.

70.      Donna Ayers appealed to the Massachusetts Appeals Court which entered her appeal on
         August 1, 2005, Docket No: 2005-P-10785 .

71.      On May 23, 2006, the Appeals Court affirmed the Land Court’s order dismissing Donna
         Ayers’ complaint by written memorandum and decision pursuant to Rule 1:28.

C.       Vexatious Parallel Litigation Comme nced in the Department of Environmental
         Protection

72.      The Plaintiff repeats and reavers the allegations contained in paragraphs one (1) through
         seventy-one (71) of the Complaint as if each were more fully set forth and pleaded below.

73.      Donna Ayers also attempted to frustrate The Villages at Goddard Highlands Realty

4
    Copy of Massachusetts Appeals Court Docket No. 08-P-1097 attached as Exhibit D.
5
    Copy of Massachusetts Appeals Court Docket No. 05-P-1078 attached as Exhibit E


                                                   7
         Trust’s effort to perform under the purchase and sale contract with the Plaintiff by
         interfering within the Department of Environmental Protection.

74.      In 2002, The Villages at Goddard Highlands Realty Trust applied to the Town of
         Stoughton Conservation Commission for a wetlands permit for a sewer line to cross the
         wetlands and to allow work in a wetlands buffer zone among the ninety-nine (99) acres
         subject to the purchase and sale agreement.

75.      The Town of Stoughton Conservation Commission denied the Villages at Goddard
         Highlands Realty Trust’s permit.

76.      The Villages at Goddard Highlands Realty Trust appealed the denial to the Department of
         Environmental Protection seeking an order superseding the denial.

77.      The Villages at Goddard Highlands Realty Trust made revisions to its building plan as it
         regarded wetland issues including alterations to the plan as requested by the Department
         of Environmental Protection to bring it in compliance with the Department’s Stormwater
         Management Policy.

78.      On August 28, 2003, the Department of Environmental Protection approved a wetlands
         permit for The Villages at Goddard Highlands Realty Trust’s chapter 40B project.

79.      Thereafter Donna Ayers appealed the Department of Environmental Protection’s grant of
         a superseding order and permit to the Commonwealth of Massachusetts Division of
         Administrative Law Appeals.

80.      With an action pending in the Land Court and another in the Housing Appeals Committee
         against The Villages at Goddard Highlands Realty Trust, Donna Ayers dragged The
         Villages at Goddard Highland Realty Trust into the Commonwealth of Massachusetts
         Division of Administrative Law Appeals to challenge the Department of Environmental
         Protection’s grant of a superseding order.

81.      On April 21, 2006, the Division of Administrative Law Appeals (Rooney, A.M.)
         approved a wetlands permit for the Villages at Goddard Highlands Realty Trust.

82.      On November 24, 2006, Donna Ayers filed a complaint in Suffolk Superior Court, Ayers
         v. Exec. Office Environmental Affairs Office Admin Appeals, et al, SUCV2006-04891,
         contesting the permit approved to The Villages at Goddard Highlands Realty Trust 6 .

83.      Consistent with her pattern of purposefully dilatory conduct, Donna Ayers utilized the
         ninety (90) day service allowance and did not make service of her complaint on the
         interested parties until February, 2007.

84.      On June 8, 2007, a certified copy of the proceedings was received by the Suffolk


6
    Copy of Suffolk Superior Court Docket No SUCV2006-04891 attached as Exhibit F.


                                                  8
         Superior Court from the Execute Office of Environmental Affairs.

85.      Consistent with her pattern of purposefully dilatory conduct, Donna Ayers moved for two
         (2) extensions of time to file her motion for judgment on the pleadings pursuant to Mass.
         R. Civ. P. 12(c).

86.      Donna Ayers finally filed her motion on November 14, 2007, five (5) months after the
         certified record had been assembled and filed with the court.

87.      On January 31, 2008, the Suffolk Superior Court (Henry, J) denied Donna Ayers’ motion
         for judgment on the pleadings and dismissed Donna Ayers’ complaint with costs entered
         on behalf of the opposing parties.

88.      Consistent with her pattern of purposefully dilatory conduct , Donna Ayers waited two
         (2) months until March 31, 2008, to file her appeal of the January 31, 2008, judgment.

89.      On May 16, 2008, the appeal was entered with the Appeals Court, Docket No: 2008-P-
         08617 .

90.      Consistent with her pattern of purposefully dilatory conduct, on June 25, 2008, Donna
         Ayers sought an extension to file her brief.

91.      An extension was granted to July 25, 2008.

92.      On the day before her brief was due, Donna Ayers filed a three (3) sentence motion to
         consolidate the appeal with appeal 2008-P-0861, the appeal she had taken from the
         Norfolk County Superior Court dismissing her complaint regarding the comprehensive
         permit grant.

93.      On August 29, 2008, the motion to consolidate was denied and Donna Ayers was ordered
         to serve her brief on or before September 29, 2008.

94.      On September 29, 2008, Donna Ayers sought and received, over objection, another
         extension to October 14, 2008, to serve her brief and appendix.

95.      On October 14, 2008, Donna Ayers served her brief and appendix but requested time to
         supply the record.

96.      On October 24, 2008, Donna Ayers filed the administrative record; however, in a delay
         tactic, Donna Ayers refused to serve a copy on opposing counsel.

97.      As of October 31, 2008, Donna Ayers had yet to serve opposing counsel with the
         administrative record.



7
    Copy of Massachusetts Appeals Court Docket No. 08-P-0861 attached as Exhibit G.


                                                 9
D.     Malicious and Vexatious Intent

98.    The Plaintiff repeats and reavers the allegations contained in paragraphs one (1) through
       ninety-seven (97) of the Complaint as if each were more fully set forth and pleaded
       below.

99.    In addition to representing litigation filed solely for an intentionally dilatory purpose,
       Donna Ayers has commenced the above referenced litigation, referenced in paragraphs
       twenty-four (24) through ninety-seven (97) in bad faith, without probable cause, and
       lacking a good faith belief both in law and in fact in the merits of her litigation.

100.   Donna Ayers merely files and re- files, litigates and re-litigates, issues that are
       consistently and repeatedly not decided in her favor.

101.   Donna Ayers’ vexatious litigation strategy is carried out by her in an effort to drain The
       Villages at Goddard Highlands Realty Trust’s resources and to delay the purchase and
       sale for as long as possible in an effort to make performance of the purchase and sale
       contract economically unfeasible.

102.   The purpose and intent of Donna Ayers’ vexatious litigation strategy is to defeat the
       purchase and sale contract between the Plaintiff and The Villages at Goddard Highlands
       Realty Trust.

103.   In her numerous lawsuits against The Villages at Goddard Highlands Realty Trust,
       Donna Ayers holds herself out as a private citizen with purported concerns about the
       project as an abutter.

104.   In truth, Donna Ayers is a town activist opposed to new town developments generally,
       and affordable housing projects specifically.

105.   Donna Ayers’ purpose and intent is motivated in part by her membership with the
       Stoughton Neighborhood Coalition.

106.   The Stoughton Neighborhood Coalition consists of a group of Stoughton town citizens
       who are resistant to change and whose purpose is to oppose any proposed new
       development in the Town of Stoughton.

107.   In addition to opposing The Villages at Goddard Highland Realty Trust’s effort to obtain
       contractually required permits and approvals referenced in paragraphs twenty- four (24)
       though ninety-seven (97) above, Donna Ayers has appeared in opposition to other similar
       residential development plans including an affordable housing project proposed for the
       West Street area of Stoughton, the Villages at Stonegate.

108.   Donna Ayers has provided and continues to provide counsel to Stoughton Neighborhood
       Coalition members on the tactics she has utilized relative to The Villages at Goddard
       Highlands Realty Trust to delay and defeat similar projects.



                                                 10
109.   For example, on October 5, 2005, Donna Ayers attended a Stoughton Open Space
       Committee meeting at Stoughton Town Hall with a large crowd of citizens whose
       purpose was to come in opposition to The Villages at Stonegate.

110.   At the hearing on October 5, 2005, Donna Ayers led a private meeting of the citizens at
       town hall wherein she advised the group of plans, tactics, and strategies for delaying and
       defeating the project similar to her efforts relative to The Villages at Goddard Highlands
       Realty Trust.

111.   In addition to private citizens, a number of members of the Stoughton Neighborhood
       Coalition are also Stoughton public officials who are members of town boards such as the
       Stoughton Open Space Committee and the Stoughton Conservation Commission.

112.   Public officials who are also members of the Stoughton Neighborhood Coalition include
       John Morton and John Linehan who are each members of both the Open Space
       Committee and the Conservation Commission.

113.   Upon information and belief, Donna Ayers shares a quid pro quo relationship with those
       members of the Stoughton Neighborhood Coalition who also serve as public officials
       sitting on such town boards as the Stoughton Open Space Committee and the Stoughton
       Conservation Commission.

114.   Upon information and belief, those Stoughton Neighborhood Coalition members who are
       also public officials and sit on town boards such as the Open Space Committee and the
       Conservation Commission will issue formal letters and decisions supportive of Donna
       Ayers’ opposition to The Villages at Goddard Highland Realty Trust in exchange for her
       continued counsel and support in opposition to other proposed development projects.

115.   For example, as referenced in paragraphs seventy- four (74) through seventy-six (76) of
       this Complaint, in 2002, the Town of Stoughton Conservation Commission denied the
       Villages at Goddard Highland Realty Trust’s permit to cross wetlands which caused an
       appeal to the Department of Environmental Protection for a superseding order.

116.   In exchange, Donna Ayers attends public hearings in opposition to other proposed
       developments for the Town of Stoughton with which she is not an abutter.

117.   On or about August or September, 2007, Donna Ayers appeared before the Open Space
       Committee and implored the committee members for a letter supporting her continued
       litigation against The Villages at Goddard Highland Realty Trust.

118.   On September 22, 2007, in return for the Open Space Committee’s consideration, Donna
       Ayers submitted a letter in opposition to The Villages at Stonegate project 8 .

8
  Copy of Donna Ayers September 22, 2007, opposition letter to the Villages at Stonegate project
attached as Exhibit H.


                                               11
E.        Damages

119.      The Plaintiff repeats and reavers the allegations contained in paragraphs one (1) though
          one hundred eighteen (118) as though each were more fully set forth and pleaded below.

120.      The Plaintiff has sustained legal injury and monetary damages as a proximate result of
          the Defendant Donna Ayers’ intentional interference with the Plaintiff’s purchase and
          sale contract with The Villages at Goddard Highlands Realty Trust.

121.      The Plaintiff has lost and will continue to lose profits and revenues as a direct and
          proximate result of the Defendant Donna Ayers’ intentional interference with its purchase
          and sale contract with The Villages at Goddard Highlands Realty Trust.

122.      The Plaintiff has lost and will continue to lose economic and business opportunities as a
          direct and proximate results of the Defendant Donna Ayers’ intentional interference with
          its purchase and sale contract with The Villages at Goddard Highlands Realty Trust.

123.      The Plaintiff has lost and will continue to lose investment income and opportunities as a
          direct and proximate result of the Defendant Donna Ayers’ intentional interference with
          its purchase and sale contract with The Villages at Goddard Highlands Realty Trust.

124.      The Plaintiff has incurred and will continue to incur unnecessary costs and expenses,
          including but not limited to attorney’s fees and litigation fees, as a direct and proximate
          result of the Defendant Donna Ayers’ intentional interference with its purchase and sale
          contract with The Villages at Goddard Highlands Realty Trust.

WHEREFORE, the Plaintiff Goddard Health Services, Inc., d/b/a Goddard Health Foundation
demands monetary judgment against Defendant Donna Ayers in the full amount of its legal
injury and damages, plus interest, costs, expenses and fees, including but not limited to
attorney’s fees, as to COUNT I of the Complaint. The Plaintiff further demands any additional
judgment in law or in equity that the court deems equitable and just.

PLAINTIFF DEMANDS A JURY TRIAL OF ITS COMPLAINT.

                                                        PLAINTIFF,
                                                        By its Attorney,

                                                        ____________________________________
                                                        JOSEPH F. KROWSKI, ESQUIRE
                                                        LAW OFFICE OF JOSEPH F. KROWSKI
                                                        30 Cottage Street
                                                        Brockton, MA 02301
                                                        (508) 587-3701
                                                        BBO: 280540
Dated: November 12, 2008
m:cv\goddard.complaint.two




                                                   12