Joshua Stein

PLLC

Practice Areas

Development

Joshua Stein PLLC handles substantial development transactions in New York City and elsewhere. In 2013, for example, we closed a development deal in Lower Manhattan with an aggregate budget of half a billion dollars. Other recent transactions include advising a developer of a mixed-use project in Miami; representing a co-developer of a former industrial building in Brooklyn; advising a property owner on possible strategies for family-owned property in east midtown Manhattan; representing a developer in a recapitalization project by forming a joint venture to bring in “rescue capital”; helping to redevelop a site in Astoria, Queens, under long-term family ownership; and advising on a hotel development in Saudi Arabia.  We are also consulting on how to structure a huge coastal development project in South Carolina.


In recent years we have advised on the acquisition of land and development rights for a high-rise residential project on a development site in New York City; represented a not-for-profit organization on development-related dispositions of excess real property and occupancy rights in a completed project; and negotiated an agreement with an adjacent land owner for garage operations to facilitate future development and construction.


Development transactions usually call for the full panoply of commercial real estate knowledge that Joshua Stein PLLC can deliver. These transactions usually include some form of purchase and sale transaction. They also often involve joint ventures, ground leases, construction contracts, hotel management agreements, and documents to define the relationships among different elements of a mixed use project. Joshua Stein PLLC has handled all those elements many times. (We don't handle zoning or land use, but work regularly with many of the most prominent zoning lawyers in the city.)  Throughout the process, we try to give the developer the flexibility and control they need, while also looking out for what it will take to assure that the project will be financeable and saleable at the end of the day.

Finance

Joshua Stein PLLC has wide-ranging experience representing borrowers and lenders in commercial mortgages, refinancing and workouts. We have extensive experience in negotiating commercial real estate finance documents on behalf of borrowers and lenders. We have formed numerous limited liability companies for transactions ranging from CMBS borrowings to major development projects to small syndicated investments. Recent transactions include representing a construction firm as a “B” participant in a construction loan in lower Manhattan; counseling a lender for the acquisition and preliminary lease-up loan for a Miami predevelopment and land loan; advising on the financing for a 20-unit building in Greenpoint, Brooklyn; and representing a borrower in a $250 million construction loan in Manhattan.


Other recent transactions include representing the lender in the acquisition financing for the office component of a major mixed use complex in Washington, D.C.; advising on the purchase of a distressed loan secured by a prominent West Coast “boutique” hotel in bankruptcy; and representing the developer in negotiating and closing mortgage and mezzanine financing for the conversion of a manufacturing building to condo apartments in Manhattan’s West Village. 


Our broad range of finance work has enabled us to consult for a litigation team on a defaulted development loan with personal guarantees, as well as to serve as expert witness on a variety of issues, including industry expectations for the role of a loan broker, or whether the lender of a defaulted construction loan acted in good faith.


Since 1997, Joshua Stein has chaired the Practising Law Institute's annual two-day seminar on commercial real estate financing.  He has written three books on commercial real estate financing, which are described in the Publications section of this website.

Ground Leases

Joshua Stein PLLC handles all elements of ground lease practice, representing owners, tenants, developers, guarantors and financial institutions. Among our latest transactions, we have represented a tenant/developer in negotiating a ground lease for residential development of a sensitive site on the Upper West Side of Manhattan; advised a developer/tenant in negotiating a development ground lease with a municipality for a residential project in New Jersey; consulted on rent reset and revaluation formulas for a ground lease in Midtown Manhattan; and advised the purchaser of a ground-leased hotel, also in Midtown. In recent years we have advised a Chicago residential developer on ground lease negotiations with a university landlord; represented a tenant in negotiating a 99-year ground lease of an entire existing office building in Manhattan; and negotiated on behalf of a tenant/developer a ground lease for residential development of a large site in west Midtown, Manhattan.


When we negotiate ground leases, we recognize that the developer needs to have a financeable asset with flexibility coming as close as possible to outright ownership. At the same time, though, we recognize that the property owner (landlord) has legitimate long-term interests in getting a building built and making sure it stays there, backstopping a long-term annuity in the form of rent payments.


In addition to negotiating new ground leases, Joshua Stein has also repaired ground leases closed by other counsel, including consultation on measurement of the loss suffered as a result of the mistakes that required repair.


As an expert witness Joshua Stein was engaged by the tenant of a West Coast casino to interpret the maintenance and operating obligations under a long-term ground lease. On another occasion he testified on behalf of a tenant of multiple airport hangar leases on industry standards for ground lease negotiations.  He has repeatedly acted as an expert witness on rent reset formulas in long-term leases.


Joshua Stein has written extensively on ground leases, including one book and numerous articles. For details, visit the the Publications section of this website.

Hotels

Joshua Stein PLLC has extensive experience representing hotel developers, owners, investors, sellers, and lenders. Recent transactions include a management agreement in Saudi Arabia and, more recently, one for a five-star hotel in the New York area.  We represented Credit Agricole in a series of refinancings of different interests in the Carlyle Hotel.  As of early 2015, we are negotiating management agreements for two ground-up hotels in the Miami market, one four star and the other five star.


Among several projects in recent years, we negotiated a management agreement with an operator and franchisor on behalf of the owner of a five-star Caribbean hotel, and also handled related branding, marketing, management and rental program agreements for condo hotel residences and villas; and served as lender’s counsel in negotiating a loan to finance development and marketing of a five-star hotel in a major East Coast CBD (not New York), including for-sale condo units with hotel services.


We recognize that hotel transactions involve real estate but, even more than that, involve a living and breathing operating business that can change daily. We appreciate the complexity of these assets and the relationships among owners, managers, and lenders -- each of whom has its own legitimate agenda for the project but all of whom ultimately need to figure out how to co-exist. The fact that everyone has managed to accomplish that co-existence before certainly gives us a great guide for how to do it, but we always need to keep an eye on our own client's specific business agenda for each particular property.


Joshua Stein has spoken repeatedly on the legal structure, management, sales and financing of hospitality properties, and has published several articles on these topics, available in the Publications section of this website.

Purchases & Sales

Joshua Stein PLLC handles commercial acquisitions and sales of all sizes, including the purchase of a major downtown office building on behalf of a European investment fund. In 2013 Joshua Stein served as court-appointed referee to sell the office building at 251 Park Avenue South. In addition, we recently formed multi-investor LLC structures for clients to purchase a group of medical office buildings in Texas; represented the seller of a 50.1% interest in Manhattan’s St. John’s Center, a five-acre former railroad terminal converted into film and television studios and event center; closed the purchase of a petroleum terminal in Brooklyn; and served as New York counsel for the purchase of a shopping center by a national property owner.  As of late 2014, we are representing the seller of one of the last manufacturing buildings in Manhattan and a seller of development rights in Queens.


When a purchase or sale transaction needs to close by a certain date, we know how to meet that date. It requires organizational skills and focus, and working with our clients and their other advisors to resolve issues, manage third parties, and expedite all necessary documents and deliveries – not just almost all of them. The process starts with understanding our client's agenda, business concerns, and overall strategy and plans for their property. We then negotiate the "legal" issues with an eye toward what matters from a "business" perspective, keeping minor issues in proportion while giving major issues the emphasis they deserve. We actually believe that purchases and sales are not all that complicated. The complexity arises in the details, many of which are of relatively minor importance but tend to attract more legal attention than they deserve.  We recognize that purchases and sales are often all about information versus uncertainty, and we understand how to manage that process.


Joshua Stein has written several articles about purchase and sale transactions, which are available in the Publications section of this website.

Space Leases

Joshua Stein PLLC negotiates space leases for office, retail, food service, radio station, new media, and other types of users, and has handled leases of all sizes, ranging from a 900,000-plus-square-foot office lease for a financial institution to a 400-square-foot retail lease. We recently handled a full-floor office lease for a major Chinese bank on Park Avenue. In another transaction we represented the landlord in a midtown office lease for an international bank. Low overhead and efficient organizational structure also enabled us to negotiate a small lease for a café and bookstore in downtown Manhattan. 


Other recent transactions include representing a landlord in negotiating a long-term retail lease with a high visibility chain tenant in a new development project in downtown Manhattan; negotiating on behalf of a light manufacturing and distribution tenant a build-to-suit warehouse; and advising an international bank affiliate on its initial lease, subsequent expansion and subleasing of adjacent space. Issues in negotiations included backup power, electrical requirements, and air conditioning. Other recent transactions are a new office sublease for a biotech investment fund; a lease/sublease development for a build-to-suit FedEx facility in Long Island City; and a midtown multi-floor sublease, providing for lease continuation arrangements with the landlord after scheduled expiration.


We also handle subleases, lease modifications and renewals, and disputes between landlords and tenants, though not L&T litigation.


When we negotiate leases, we recognize that they amount to a "private law" that will govern a very long-term relationship. They need to be right. One glitch can become very expensive and very painful for a very long time. On the other hand, for smaller leases we recognize that we need to pick our battles. We do that in close consultation with our clients, helping our clients understand what matters and why, particularly in the context of their particular business needs.


Joshua Stein edited and wrote much of the New York State Bar Association’s two-volume treatise, Commercial Leasing (2004, 2011, with the third edition in progress as of early 2015). Joshua was the primary co-author of the Landlord's Checklist of Silent Lease Issues and the Tenant's Checklist of Silent Lease Issues, each of which is now in its third edition. Both have been published extensively across the United States and become the "gold standard" as a reference point for lease negotiations. He has also written dozens of other articles on leasing, many available in the Publications section of this website.


Joshua Stein also sometimes acts as an expert witness in commercial lease disputes, relating to such matters as "reasonableness," the obligation to deliver nondisturbance agreements, and the calculation of rent adjustments.

Expert Witness Work

Joshua Stein sometimes acts as an expert witness on standards and practices in the commercial real estate industry and among the lawyers who serve that industry. He has prepared reports on intercreditor agreements, legal malpractice, nonrecourse carveouts, lease interpretation, lender good faith, rent calculations, and a variety of other commercial real estate issues in about 20 disputes since establishing Joshua Stein PLLC.

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