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Is Your Indemnification Clause Protecting You?

Leni Cummins appears on the Legal Talk for Co-ops and Condos podcast to discuss the liability risks faced by condo and co-op board members.

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Cozen O’Connor’s Condominium & Cooperative practice is conducted by experienced attorneys keenly attuned to the unique context in which condos and co-ops are created and operate. Our team helps residential, commercial, and mixed-use condos and co-ops navigate the labyrinth of local statutes and case law, wide-ranging federal and state laws, and ever-changing deal norms and political dynamics affecting condos and co-ops. As part of a full-service firm, our team is able to take a holistic approach to meet the full spectrum of our clients’ legal needs.

Sponsor/Developer Representation

Cozen O’Connor’s Condominium & Cooperative attorneys help sponsor/developers structure the acquisition, financing, development, and sale of buildings and units to maximize profits; efficiently obtain necessary agency approvals and achieve regulatory compliance; manage liability and risk; and foster positive relationships with association boards and tenants.

We devise practical, workable solutions that can be implemented without drama or delay. Our team takes pride in being accessible and responsive, and will take your deal from inception to close. We continue the representation post-closing, helping to run the sponsor-controlled board in a way that minimizes conflict and prevents litigation. We serve as a one-stop shop for everything from due diligence to acquisition, financing, land use, construction, sale, governance, and dispute resolution.

Board Representation

Our team serves as outside general counsel to condo and co-op boards, handling the full spectrum of issues they face. Our attorneys are experienced in all areas of corporate governance, including advising boards on liability avoidance, budgets and reserves, insurance, conducting building-wide and board meetings, and amending governing documents. The firm also negotiates contracts and agreements of all kinds on behalf of board clients, including construction, management and employment contracts, and license agreements with adjacent property owners. Our attorneys also have vast experience meeting board clients’ transactional needs, including financing, unit combinations, sales of common areas, retail leasing, and cell tower leasing.

Our attorneys have achieved outstanding results for board clients in disputes relating to new construction and conversion matters, proxy contests, breach of fiduciary duty claims, construction defects, shareholder/unit owner violations and disputes, and collection of common and maintenance charges. While our attorneys pride themselves on their dispute resolution skills, when necessary, Cozen O’Connor represents the interests of condo and co-op boards in court, arbitration and/or mediation.

Our Condominium & Cooperative team partners closely with the firm’s elite construction litigation department, and the firm has been winning complex commercial real estate and construction defect trials for more than 50 years. We are also experienced in the mediation of claims before the New York State Office of the Attorney General.

Holistic Approach

Our clients benefit from a team of attorneys dedicated to Condominium & Cooperative practice while working within a full-service firm. This means we have deep experience in condo/co-op law as well as access to colleagues with broad experience in zoning, leasing, real estate finance, real estate litigation, construction litigation, tax, labor and employment, corporate, insurance coverage, and private client services, among others. Our full-service Litigation Department includes some of New York City’s most prominent condo/co-op construction litigators. Through Cozen O’Connor Public Strategies, our affiliated bipartisan lobbying firm, clients have access to government relations professionals with decades of experience navigating the governmental and political landscape unique to the condo/co-op space.

Other practice groups within the firm — such as the Real Estate Finance Group — turn to us for condo/co-op specific advice and counsel. For example, we act as advisory counsel for lenders and investors contemplating deals with condos and co-ops.

Finally, the members of our Condominium & Cooperative practice are thought leaders in the field. We serve on the condo/co-op committees of both the New York state and the New York City bar associations, and we frequently analyze condo/co-op issues for major media outlets. Simply put, we are here to answer any question, meet any challenge, and advance any goal for our condominium and cooperative clients.

Services

Board Work

• Drafting, revising, and modernizing governing documents, including proprietary leases, declarations, bylaws, house rules, and rules and regulations
• Preparing documents necessary for annual and special meetings of unit owners (e.g., notices, proxies, proposed resolutions, and amendments to bylaws and proprietary leases)
• Running or attending annual and special meetings of shareholders and unit owners, rendering advice with respect to the procedures at such meetings, and answering questions from shareholders and unit owners
• Pursuing claims of construction defects against sponsors on behalf of boards and unit owners
• Advising clients on employment law issues, preparing employment and occupancy agreements for employees, negotiating labor union contracts, and defending boards against employee claims, including charges of discrimination, harassment, and wrongful termination of employees at the city, state, and federal levels
• Advising in connection with unit or share purchases or other ownership transfers
• Preparing, reviewing, and negotiating the terms of all contracts submitted to the board for approval, including AIA construction contracts, service agreements, and leases
• Reviewing the legal accuracy of all communications to be delivered to shareholders and unit owners
• Preparing apartment alteration agreements
• Reviewing and rendering advice regarding litigation proposed to be initiated or defended by the board, and advising and guiding boards on insurance coverage and notification regarding defense of actual and potential claims and litigation
• Serving as litigation counsel for real estate, cooperative, condominium, commercial, employment, and construction-related litigation
• Negotiating and drafting retail and commercial leases, including garage agreements, leases, and licenses
• Helping clients navigate emerging issues, such as hurricanes, COVID-19, and the Climate Mobilization Act
• Representing cooperatives and condominiums in appearances before and in negotiations with governmental and administrative agencies, including the New York State Department of Law, New York City Department of Finance, New York State Department of Taxation, New York City Department of Buildings, New York City Commission on Human Rights and New York State Division of Human Rights, New York City Environmental Control Board, and New York City Division of Real Property
• Advising clients on the impact of the Americans with Disabilities Act (ADA) Title II requirements and compliance responsibilities on property operations and management, as well as reasonable accommodation issues for residents, employees, and guests
• Advising clients on budgets and allocation of expenses
• Negotiating access and license agreements with neighboring properties
• Advising on zoning issues, including allowable use of roof space, and negotiations with neighboring developers over use and sale of air rights
• Assisting with the financing of cooperatives and condominiums
• Bringing and mediating claims before the New York State Office of the Attorney General

Sponsor Work

• Working with sponsor-developers and architects to conceptualize condominium structure
• Working with sponsor-developers in the negotiation of construction loan documents
• Working with the New York State Office of the Attorney General and the Department of Finance with respect to creation and compliance, including drafting and submitting offering plans, no-action applications, tax maps, declarations, and amendments.
• Representing sponsor-controlled boards to facilitate peaceful transition to unit owner control
• Defending sponsor-developers from claims brought by unit owners and boards
• Helping sponsor-developers navigate investigations by the New York State Office of the Attorney General, and when necessary, negotiating settlement agreements