Real estate is more than an asset on someone’s balance sheet. For a user, it’s the headquarters of a corporation, a key manufacturing facility, a trading floor, a luxury hotel, a health care facility. For an owner or purchaser, it’s a source of revenue and financing to meet capital and operating budgets, an asset that must be actively managed and protected, a property unlike any other. For a lender, it’s security. We see real estate like our clients do and practice maximizing and protecting the value it brings to our client’s enterprise, whatever that may be. We bring experience in various disciplines to bear in developing innovative strategies in leasing transactions, sales and acquisitions, mortgage and mezzanine loans, condemnation proceedings, landlord-tenant matters, joint ventures, stock sales and corporate acquisitions. Often this involves attorneys from our environmental and creditor’s rights practice groups and our tax, corporate and litigation departments.
Leasing
Owners: We represent some of the major landlords in Manhattan -- institutions that are among our most long-standing clients -- in negotiation and consummation of commercial office and retail leases and long term ground leases. We have assisted in major office leases to entities such as Morgan Stanley Dean Witter and The Bank of New York, in retail leases to major chain operators such as CVS, and in long-term ground leases to real estate developers.
We represented an owner in a lease of 210,000 square feet to a media company, with options to take another 140,000 square feet.
We helped negotiate a 175,000 square foot lease to an archive company and assisted the owner in relocating existing tenants to create the necessary block of space.
We helped an owner renegotiate the ground rent for one of its premier holdings, resulting in what we believe to be the highest fair market rent that had been agreed on, up to that time, for a renewal term of a Manhattan ground lease.
Over a two-year period we represented an owner in negotiating five long-term ground leases of Manhattan office buildings, most of which had initial terms of 99 years and 99-year renewal terms.
Tenants: Our leasing group has provided tenant representation to financial institutions and business corporations on some of the largest leasing transactions in New York City and its environs in recent years. We are familiar with the special needs and interests of such entities, including uninterruptible power supplies and other back-up systems, leases of roof space for communications equipment, data centers, and rights to operate 24 hours a day, 7 days a week. We negotiate "work letters" and other construction-related agreements. We represent tax-exempt organizations in leases of health care facilities, day care centers and the like. We represent tenants in negotiating with New York State, New York City and the State of New Jersey for tax abatements and other incentives in connection with leasing transactions.
We represented a major financial institution that had been displaced by 9/11 in the leasing of 111,000 square feet on an expedited basis in a building under construction and assisted in negotiation of all construction related contracts for a state of the art build out. The lease included provisions for emergency power systems, roof top communications equipment, parking, options to take additional space and rights of first refusal.
We represented a major bank in the lease of 126,000 square feet in a building that was under construction.
Buying and Selling
We assist clients in buying and selling properties throughout the United States, with a focus on office, retail and mixed-use buildings in Manhattan and elsewhere in the City of New York. Representative transactions include purchases and sales of actively-managed office buildings, net leased office buildings, joint venture transactions, air rights transfers and transfers of controlling interests. We represent both taxable and tax-exempt entities and advise both with respect to the tax treatment of sales, acquisitions and related financings. We also represent royally-chartered entities in connection with real estate transactions.
We represented a tax-exempt organization in the sale of a joint venture interest in a 26-story Manhattan office building to a private developer.
We assisted a client in a $40,000,000 sale of prime Manhattan retail space structured as a sale of shares in an off-shore corporation.
We represented a New York State agency in a $54,000,000 purchase from various limited partnerships of a multi-use office and industrial building and parking facilities.
We assisted a food additives company in the acquisition of 107.5 acres in Indiana including numerous buildings and manufacturing facilities.
Real Estate Financing and Development
An important part of our real estate practice has been the representation of institutional lenders in connection with their investments in or secured by real property. These investments often take the form of mortgage loans, sometimes accompanied by equity participations or “kickers.”
We have been involved in a wide range of real property development activity: assemblages, obtaining subdivision and other regulatory approvals, ground leases, air rights transfers, joint ventures, dealing with realty brokers, creation of office and retail lease forms, construction financing as well as permanent and secondary financing, industrial development bond financing and condominium conversions.
In the course of this work, a considerable number of regulatory issues arise. Among other things, we have dealt with SEQRA and CEQR compliance and litigation, ULURP applications, franchises (including bridges across city streets), franchise renewals and street demappings.
We represented an institutional client in making mezzanine loans on industrial and office properties in California and Michigan.
We represented a tax-exempt owner in loans from the U.S. Department of Housing and Urban Development for a housing project for the elderly.
We represented an owner in a $25,000,000 loan secured by a mortgage on a Manhattan office building.
Hotels and Resorts
We have a long history of representing resort hotel operators and developers, including some of the leading publicly-traded companies in this field. We represent clients in connection with acquisitions, development (including as part of mixed-use developments), construction, golf course development and permitting, tax structuring and financing. This representation often involves attorneys from our real estate, corporate, land-use, tax and environmental practice areas.
We assisted a publicly traded luxury hotel company in the acquisition of one of New York’s leading restaurant properties and acquisitions of five star hotels in South Carolina, Louisiana, Colorado and the Bahamas.
We represented an owner in connection with loans of $65,000,000, $58,000,000 and $51,000,000 secured by mortgages on leading hotel properties.
One of our partners represented a major hotel company in mixed use developments for hotel, office (or residential) and retail in New Jersey, Chicago and Florida. He also represented a UK hotel company which purchase several hotels in New York City, and worked on hotel developments in the Bahamas and St. Maarten.
One of our partners represented a publicly-traded company that ran hotels, golf courses, diving facilities and time share facilities in Aruba, the Bahamas, Barbados, St Maarten, Bonaire, Cayman Brac, St. Croix and Antigua.
Condemnation
We have an active condemnation practice and have represented several governmental entities in major condemnation matters. This work includes advice and representation in connection with governmental projects and proceedings, community and government relations, relocation of tenants, advice on litigation strategy and active prosecution of litigation.
We successfully defended New York State’s Eminent Domain Procedure Law against a constitutional challenge in federal court that sought to block a major development project along the FDR Drive between East 116th and East 119th Streets. We also negotiated a net lease of the development site and helped coordinate financing for the project
We represented a governmental agency in winning three significant lawsuits challenging development of the new headquarters site for The New York Times in Times Square.
We handled the first condemnation related to the post-9/11 redevelopment of the World Trade Center site.
We represented a governmental agency in connection with a major real estate development project on 42nd Street involving Bank of America and The Durst Organization.
Construction
Our practice includes the preparation of construction contracts, generally representing the owner. We have separately represented owners (including a New York suburban county), contractors and subcontractors in connection with lien filings and discharges, Lien Law diversion of trust fund actions, and legal proceedings or arbitrations among owners, contractors and architects for breach of construction contracts and delay damages arising therefrom.
Professional Activities
Cully Irving is a member of the Real Estate Law Committee of the Association of the Bar of the City of New York. John Casolaro is a former Chair of the Construction Law Committee of the Association of the Bar of the City of New York. Joseph Ryan, Lee Ohliger and Mr. Casolaro are members of the Condemnation Law Committee of the New York County Lawyers’ Association.