A Boston-based private equity firm is being sued for at least $150M for allegedly lying about its cash on hand and stringing along the holding company that owns and is trying to offload 117 JCPenney stores.

Copper Property CTL Pass Through Trust, a holding company created by JCPenney lenders, filed the lawsuit against Onyx Partners on Aug. 25, alleging that it was tricked into accepting a “sham” offer to buy the portfolio. 

The deal never closed — although Onyx continues to say it’s ready to buy the portfolio — and the holding company is instead suing for damages after it says its reputation and balance sheet suffered as it fended off a wave of unfounded legal challenges from the buyer in state courts. 

“All of Defendants' claims were a sham. Defendants repeatedly misrepresented the status of funding discussions with major financial institutions to make their financing prospects appear more certain than they were, buying time while they scrambled for funds behind the scenes,” the lawsuit, filed in Massachusetts Superior Court, alleges.  

Copper Property Trust claims that the contract to purchase the stores expired at the end of 2025 — when it first filed a lawsuit looking to keep a $5M deposit in a deal to buy 119 stores, two of which have since been sold — and is now suing Onyx for at least $150M in damages, alleging that the delays resulted in a decreased overall valuation of the portfolio and the loss of the opportunity to sell to another buyer.

Onyx said Friday it had presented a $934M offer to buy the portfolio, which spans 15M SF across 35 states, that included a $20M nonrefundable deposit earlier in August to Copper Property Trust. 

“ONYX remains confident that the seller and its agents will respond to the offer and honor the terms of the parties’ agreement,” a spokesperson for the company said Friday. “The company looks forward to putting the litigation behind it, resolving the outstanding matters and moving swiftly toward closing the transaction.”

The spokesperson didn’t offer a reason why the trust would abandon its litigation, filed after the offer from Onyx was presented.

The JCPenney trust is also suing Onyx founder Anton Melchionda, alleging a pattern of deception about whether the firm would be able to successfully close the deal. The suit says Melchionda attempted to use media leaks to shift the narrative around the transaction and spread malicious falsehoods against the trust. 

"The Copper Property Trust has initiated this action to recover the substantial damages caused by Anton Melchionda and Onyx Partners," a spokesperson for Copper Property Trust said in a statement Monday. "We are confident in our position and intend to vigorously pursue our claims in court and hold Onyx and Mr. Melchionda accountable. The credibility of any purported effort by Onyx or Mr. Melchionda with respect to purchasing the Trust’s properties should be evaluated in this light."

Onyx agreed to buy 119 assets from JCPenney for $947M in cash in January 2025, and the JCPenney entity sued a year later after that deal, which had by then shifted to 117 stores, failed to close. The suit alleges that Onyx pivoted from an all-cash deal in September to try to close the transaction with mostly debt.

The trust is seeking damages for common law fraud, unfair and deceptive conduct, interference with business relationships and related tortious conduct.

“As their assurances to the Trust evaporated into thin air, Defendants consistently and repeatedly promised the Trust that they either had, or were in a position to secure, the needed funding, with only a bit more time,” the suit says. 

Over the past year, Onyx has also placed lis pendens, notifications on property parcels that likely litigation is pending, on 38 JCPenney assets in four states, which the trust alleges have further clouded their legal status and caused financial harm while delaying the sale of the assets. Onyx has also sued in New York and California for alleged deficiencies in the contracts.

When the 2025 sale collapsed, Onyx blamed the trust for not delivering all the required documents to finish the deal.

“Onyx Partners Ltd. continues to work toward closing the previously announced transaction in accordance with the purchase agreement,” Melchionda said in a statement on Dec. 26. “Certain customary seller deliverables remain outstanding, including tenant-related documentation, and those items are being addressed.”