By Jorge Casuso

September 9, 2025 -- Two of the six Downtown Board members removed by the City Council filed a lawsuit Friday that seeks to invalidate the appointments the Council is expected to make Tuesday.

In a special closed session, the Council will take up the lawsuit that claims the City attempted to remove "the majority of the members" from the Downtown Santa Monica Inc. (DTSM) Board without just cause.

"The City and the DTSM have been engaged in contract negotiations over the City's allocation of costs associated with Downtown Santa Monica," states the 10-page lawsuit filed by former Boardmembers Leonid Pustilnikov and Jon Farzam against the City, the Council and DTSM.

"When the City was unable to convince the Board to retain its existing contracts, it attempted to remove the majority of the members to cripple the Board's operations and to improperly influence the negotiations."

The negotiations included extending the contract with DTSM CEO Andrew Thomas, who announced his resignation in July after failing to reach an agreement with the Board.

In a 6 to 1 vote on June 29, the Council removed the six members it appoints to the Downtown Board claiming it had become dysfunctional and skewed toward property owners.

Councilmember Barry Snell, who made the motion, said the board's actions were undermining efforts to revive the the city's central core but provided no details.

The lawsuit argues that hours before the Council vote, the Downtown Board held an emergency meeting and voted 7 to 0 to add a provision to DTSM's bylaws allowing the removal of Council-appointed members for "cause."

The amendment defines "cause" as "gross misconduct or willful malfeasance in the performance of a Director's duties" or "a material breach of the Director's fiduciary duty of care or loyalty to DTSM."

"Cause" also includes "a final conviction" of a crime "involving moral turpitude" and the repeated failure to attend Board meetings without good cause."

In addition it includes "any act or omission that materially impairs DTSM's ability to carry out its mission or operations, or that exposes DTSM to substantial legal or reputational risk."

After the Board meeting, the City Attorney sent DTSM a letter "asserting that the City would not comply with DTSM's amendment of its bylaws," the lawsuit states.

DTSM -- which "on information and by belief" is controlled by the City -- was also unable to post on its website the minutes of the meeting in order to comply with State law, according to the lawsuit.

On August 14, "the City then improperly pressured the DTSM Board to swear in its illegally appointed interim Directors," the lawsuit claims.

"An actual controversy has arisen and now exists between Petitioners and Respondents regarding who are the legal Directors of the DTSM," the lawsuit states.

The Council will discuss the lawsuit hours before it is scheduled to choose among 12 applicants to fill the six Council-appointed seats that were held mainly by Downtown business and property owners.

The Council has traditionally appointed a Downtown resident and civic leaders to the six seats, which were filled by members of the previous Council.

The Board also includes six members chosen by Downtown property owners and a City Manager representative.

The field of applicants includes mostly candidates with ties to City government, including two former mayors and an interim City Manager who were seated on a temporary basis, and the current head of the Chamber of Commerce.