- Posts by Thomas D. Kearns
PartnerTom represents owners, operators and developers in the acquisition, financing, development, ground leasing, and sale of significant properties. His experience includes office towers, commercial condominiums, industrial ...
New York Real Estate Journal published an article on March 26 authored by Co-Chair of Olshan’s Real Estate Law practice Thomas Kearns entitled “Bifurcating Management and Economics in LLCs” (or here for NYREJ subscribers).
While the authors don’t mention the Solow case that I wrote about here, it’s a good refresher that “sole discretion” clauses don’t necessarily mean what people think they mean.
New York Law Journal subscribers can read the article here.
New York Real Estate Journal published an article on January 30 authored by Co-Chair of Olshan’s Real Estate Law practice Thomas Kearns entitled “Top 2023 Legal Developments Affecting New York’s Commercial Real Estate Industry” (by subscription).
New York Real Estate Journal published an article on November 28 authored by Co-Chair of Olshan’s Real Estate Law practice Thomas Kearns and real estate partner Hyman Kindler entitled “Contract Vendee Title Insurance” (by subscription).
Below is the latest update of my original Client Alert comparing the Delaware and New York laws governing LLCs. This update discusses the more flexible protocols in Delaware for the effective date of merger filings.
New York Real Estate Journal published an article on September 26 authored by Co-Chair of Olshan’s Real Estate Law practice Thomas Kearns and real estate partner Hyman Kindler entitled “Non-Imputation Title Insurance” (by subscription).
New York Real Estate Journal published an article on July 25 authored by Olshan Real Estate partner Thomas Kearns entitled “Online Real Estate Auctions” (by subscription).
New York Real Estate Journal published an article on May 30 authored by Olshan Real Estate partner Thomas Kearns and Litigation counsel Joseph Weiner entitled "Guaranty Law Held Unconstitutional" (by subscription).
New York Real Estate Journal published an article on December 27 authored by Olshan Real Estate partner Thomas Kearns entitled "2022 Year in Review" (by subscription).
New York Real Estate Journal published an article on November 22 authored by Olshan Real Estate partner Thomas Kearns entitled "Commercial Leasehold Condominium Basics - Part 2" (by subscription).
New York Real Estate Journal published an article on September 27, 2022 authored by Olshan Real Estate partner Thomas Kearns entitled "Alienation Restraints" (by subscription).
New York Real Estate Journal published an article on July 26 authored by Olshan Real Estate partner Thomas Kearns entitled "Landmarked churches need help" (by subscription).
New York Real Estate Journal published an article on March 22 authored by Olshan Real Estate partner Thomas Kearns entitled "Concerning Seasonal Rentals."
New York Real Estate Journal published an article on January 25 authored by Olshan Real Estate partner Thomas Kearns entitled “Top 2021 Legal Developments Affecting New York's Commercial Real Estate Industry.”
New York Real Estate Journal recently published an article authored by Olshan Real Estate partner Thomas Kearns entitled “The Underappreciated Estoppel.”
New York Real Estate Journal published an article on August 3 authored by Olshan Real Estate partner Thomas Kearns entitled "Are Collapses of Multi-Owner Properties Inevitable?"
New York Real Estate Journal published an article on May 18 authored by Olshan Real Estate partner Thomas Kearns entitled "Annual Annual Interested Director/Manager Reports for Condominiums and Cooperatives"
New York Real Estate Journal published an article on March 23 authored by Olshan Real Estate partner Thomas Kearns entitled “Commercial Lease Clauses for Pandemics.”
New York Real Estate Journal published an article on December 22 authored by Olshan Real Estate partner Thomas Kearns entitled “2020 Year in Review”
New York Real Estate Journal published an article on January 19 authored by Olshan Real Estate partner Thomas Kearns entitled “Top 2020 Legal Developments Affecting NY’s CRE Industry.”
New York Real Estate Journal published an article on November 17 authored by Olshan Real Estate partner Thomas Kearns entitled “No Foreclosures for Technical Mortgage Defaults.”
New York Real Estate Journal published an article on September 22 authored by Olshan Real Estate partner Thomas Kearns entitled “Ground Lease Hotels”
New York Real Estate Journal published an article on July 21 authored by Olshan Real Estate partner Thomas Kearns entitled “’Gross Negligence’ Revisited“
Governor Cuomo’s Executive Order 202.8, dated March 20, 2020, froze evictions of any residential or commercial tenant through June 18, 2020, but did not expressly restrict taking enforcement actions against tenants short of an actual eviction. On May 7, 2020, Governor Cuomo issued Executive Order 202.28, which extended that moratorium until August 20, assuming the owner or tenant “is eligible for unemployment insurance or benefits under state or federal law or otherwise facing financial hardship due to the COVID‑19 pandemic.” Neither of these Executive Orders expressly restricts landlords from taking enforcement actions against tenants short of an actual eviction, including terminating leases based on tenant defaults. They also do not obviate a commercial tenant’s obligation to continue paying rent under the lease.
New York Real Estate Journal published an article on May 19 authored by Olshan Real Estate partner Thomas Kearns entitled “Offices After COVID-19.”
Governor Cuomo’s Executive Order 202.8 freezes evictions of any residential or commercial tenant through June 18, 2020, but does not expressly restrict taking enforcement actions against tenants short of an actual eviction.
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “LLC Agreement Issues for Co-Investors.”
We address common concerns raised by our clients and will post any further updates as we become aware of them.
To help our junior lawyers we have gathered many acronyms, abbreviations and phrases that are commonly used in commercial real estate transactions in New York. This list will help Olshan lawyers decipher the sentence, “We need to sign the NDA before they give us the LOI for the JV.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Top 2019 Legal Developments Affecting New York Real Estate.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Mortgage Break-Up Fees.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Social Responsibility Limited Liability Companies (LLCs)”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Rights of First Refusal.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “New York City Climate Mobilization Act Passes,” which is reproduced below with minor edits.
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Using LLCs for Succession Planning.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled "Top Legal Developments of 2018 in NY Real Estate"
New York Real Estate Journal recently interviewed Olshan Real Estate partner Thomas Kearns in an article entitled “Year in Review 2018.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Affordable Housing Ideas Across USA.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Commercial Leasehold Condominium Basics.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Ground Leases and Assemblages.”
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “Relationships Between Brokers and Lawyers.”
The controversial partial rollback of the Dodd Frank rules applicable to commercial lenders may help real estate developers obtain construction loans by easing tough rules on “High Volatility” (HVCRE) loans.
Olshan Corporate partner Spencer Feldman posted about the growing interest in public benefit corporations – corporations whose charter documents include clear directions that the managers of the company take into consideration social goals including community service and renewable energy.
New York Real Estate Journal published an article authored by Olshan Real Estate partner Thomas Kearns entitled “George Kaufman of Kaufman Org. Leaves Behind a Legacy.”
New York Law Journal published an article co-authored by Olshan Real Estate partner Thomas Kearns entitled “5Pointz Artists Awarded $6.75M in Damages.”
In a long awaited ruling Judge Block awarded $6.7 million, the maximum statutory damages, to a group of aerosol artists whose work was demolished by the owner of the 5 Pointz site in Long Island City.
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, “Top 2017 Legal Developments Affecting NY Real Estate.”
Posted below is a memo authored by Tom Glatthaar of Fidelity Title summarizing parts of the new regulations recently issued by the New York State Department of Financial Services. The new rules crack down on free tickets, lunches and golf outings given by title insurance companies to the real estate industry and their counsel. The view appears to be that title insurance rates (which are regulated) are too high and that the cost of these events contributes to the high rates.
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, "Examining Real Estate Online Auction Dispute"
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, "Real Property Tax Escalating in Commercial Condos"
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, “Assemblages 101: Developers Employ Strategy, Handle Risk.” In the article, Tom coins the phrase NOA’s for “naturally occurring assemblages” and discusses other issues relating to assemblages.
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, “Addressing Mortgage Subordination in Ground Leases.” In the article, Tom discusses the confusion that often accompanies the provisions of ground lease term sheets regarding mortgage subordination.
The New York Real Estate Journal published an article by Olshan Real Estate partners Thomas Kearns and Hyman Kindler entitled, “Overview of New York State Lien Law and Building Loan Soft Costs.” Tom and Hymie discuss the uses of building loan proceeds and the common misconception that building loan proceeds cannot be used for soft costs.
The New York Real Estate Journal published an article in its January 24th, 2017, edition by Olshan Real Estate partner Thomas Kearns entitled, “Top 2016 Legal Developments Affecting New York Real Estate Industry by Kearns." In it, Tom summarizes several incremental developments in the laws affecting New York’s commercial real estate industry in 2016.
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, “New City Commercial Tenant Harassment Law.” Tom discusses the recently passed law prohibiting harassment of commercial tenants and the practical steps landlords should consider taking in order to protect themselves from future claims.
The New York Real Estate Journal published an article by Olshan Real Estate partner Thomas Kearns entitled, “Condominium Offering Plans Are Contracts.” Tom discusses the implications of the evolving case law after the 2002 Jennifer case which held that condominium offering plans can create contractual obligations between sponsors and individual purchasers.
Full article content reprinted with permission below. To view on the New York Real Estate Journal site, please click here.
The following article was published in the July 19, 2016 issue of the New York Real Estate Journal.
Full article content reprinted with permission below. To view on the New York Real Estate Journal site, please click here.
The following article was published in the May 17, 2016 issue of the New York Real Estate Journal.
We are regularly requested by investor groups to highlight issues covered by a limited liability company agreement for a typical real estate development company with several equal partners. The following is the result of that effort.
The following article was published in the January 19, 2016 issue of the New York Real Estate Journal
Full article content reprinted with permission below. To view on the New York Real Estate Journal site, please click here.
Bloomberg BNA Electronic Commerce & Law Report published “Social Media Considerations for Real Estate Companies” authored by Olshan Partners Andrew Lustigman and Mary Grieco.
The following article was published in the January 19, 2016 issue of the New York Real Estate Journal
Full article content reprinted with permission below. To view on the New York Real Estate Journal site, please click here.
The following article was published in the November 24, 2015 issue of the New York Real Estate Journal
In many parts of the country surveys for commercial property sites are typically performed in accordance with ALTA (American Land Title Association) standards. But like many other commercial real estate matters in New York, New York City is different. In a recent email exchange Tom Glatthaar of Fidelity’s New York office wrote the following explanation of the history and custom of New York City surveys:
The following article was published in the September 22, 2015 issue of the New York Real Estate Journal
The following article was published in the July 28-31, 2015 issue of New York Real Estate Journal.
A line of New York court opinions restrict tax escalations in commercial leases based on building improvements that don't benefit the tenant.
The following article was published in the June 29 issue of New York Law Journal.
Reprinted with permission from the June 29 issue of New York Law Journal © 2015. ALM Media Properties, LLC. Further duplication without permission is prohibited. All rights reserved.
The following article was published in the May 26-28, 2015 issue of New York Real Estate Journal.
The following article was published in the March 24-26, 2015 issue of New York Real Estate Journal.
The following article was published in the January 27-9, 2015 issue of New York Real Estate Journal.
The following article was published in the November 25-28 issue of New York Real Estate Journal.
The following article was published in the November 4 issue of New York Law Journal.
Reprinted with permission from the November 4 issue of New York Law Journal © 2014. ALM Media Properties, LLC. Further duplication without permission is prohibited. All rights reserved.
The following article was published in the September 23-26 issue of New York Real Estate Journal.
The following article was published in the July 15-28 issue of New York Real Estate Journal.
The following article was published in the June 30 issue of New York Law Journal.
The following article was published in the May 27-29 issue of New York Real Estate Journal.
The following article was published in the March 25th issue of New York Real Estate Journal.
Moody’s hits a borrower with a “credit negative” if the borrower is organized in a state other than Delaware.
Vice Chancellor Glasscock, in Huatuco v. Satellite Healthcare, determines that a reference to the rights of the members being solely determined by the LLC Agreement impliedly waives the right of a member to seek judicial dissolution.
The following article was published in the January 28th issue of New York Real Estate Journal.
As real estate crowdfunding efforts start, attention will no doubt be paid to the terms of the LLC agreement governing each investment. This article, first published in the November 26th issue of New York Real Estate Journal, highlights a few key issues and notes that the crowdfunding websites should consider imposing standards.
Landowners use ground leases to keep property in the family despite the complications.
On February 13, 2014, Thomas Kearns will speak at the Practising Law Institute's annual seminar, Commercial Real Estate Financing 2014.
The judicial kerfuffle about default fiduciary duties in Delaware LLC’s was resolved by the Delaware legislature in favor of a default duty.
Amendments to NYC’s Zoning Resolution legalize parking garages in Manhattan which have long been open to the public in technical violation of zoning rules.
The following article, “Commercial Condos are Being Used More Frequently,” was first published in the September 24th issue of New York Real Estate Journal.
The term “preferred equity” can be confusing in the context of investments in real estate ventures.
A continually updated blog containing certain terms of a proposed partnership did not constitute a binding written agreement and was not evidence of a binding oral agreement where certain material terms were “to be determined” and there was no written or oral agreement on how losses were to be funded.
One commentator’s analysis of the current Delaware law on the unwaiveable obligations of good faith and fair dealing in LCC’s and other alternative entities.
The following article, “Today's Hot Condo Market - If You Build - I Will Buy” was first published in the July 30th issue of New York Real Estate Journal.
The Supreme Court’s Nollan/Dolan juris prudence continues to evolve in the latest decision in the area: Koontz v. St. JohnsRiver Water Management District
What are the minimum market protections for LLC agreements when a 50% member of a proposed LLC agrees that the other member may “control” the proposed new commercial real estate venture?
Justice Barbara Jaffe in US Bank NA v. Sacher appoints a receiver for a condominium unit on the motion of the condo’s Board of Managers
The following article, “Get Ready for Real Estate Crowdfunding and More Advertising for Investors” was first published in the May 28th issue of New York Real Estate Journal.
Even without a buyout clause in the LLC Agreement, or statutory authority, the Second Department reverses Judge Demarest and permits aggrieved LLC Member to pay fair value to cash out a defaulting LLC Member.
Why you need a lawyer comfortable in income tax issues to draft or review your LLC Agreement.
Medallions placed by the Historic Landmarks Preservation Center add to the color and richness of New York.
Be careful of creating binding oral agreements.