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Joshua Stein PLLC
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   © 2010 Joshua Stein
All Articles 
100 Articles and Other Items Found
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Agenda for a Joint Venture [2010]
Real estate investors and developers often look for joint venture partners as a source of capital and expertise. This article explores all the major issues that arise in negotiating a joint venture relationship.
Greatest Hits - Favorite Websites and Software Packages [2010]
The Technolawyer newsletter asked Joshua Stein to identify a dozen or so software packages and websites that he finds particularly useful, but not necessarily well-known. He answered the question in this article.
Looking for Trouble and Finding It - Loan Due Diligence [2010]
An overview of how to review a portfolio of troubled commercial real estate loans, and what to look for.
Judge Posner Cites Joshua Stein Article on SNDAs [2010]
In a June 2010 decision, Judge Posner of the Seventh Circuit discussed subordination, nondisturbance, and attornment agreements. The case is notable for at least two reasons. First, almost no cases ever discuss SNDAs. Second, Judge Posner cited one of Joshua Stein's articles about SNDAs. Click anywhere on this paragraph to read the decision.
After the Thaw [2010]
How will real estate financing look when today's deep freeze finally ends? Joshua Stein tried to answer that question for ULI's Urban Land magazine.
Crain's NY Business Report on Joshua Stein PLLC [2010]
One of the stories in Crain's New York Real Estate update on Tuesday, July 27, related to Joshua Stein's new law practice. Click on this paragraph to see the Crain's report.
Bisnow Report on Joshua Stein PLLC [2010]
The Real Estate Bisnow newsletter ("New York Business News") published a brief report on Joshua Stein's formation of Joshua Stein PLLC. Click to see the Bisnow report.
Real Estate Weekly Report on Joshua Stein's New Law Practice [2010]
Click here to see a copy of the Real Estate Weekly "Deals and Dealmakers" report on Joshua Stein PLLC.
Exit Strategies for Commercial Leases [2010]
Joshua Stein will chair a discussion on exit strategies for commercial leases, as part of the New York State Bar Association's advanced seminar on commercial leasing to be held September 13, 2010, in New York City. Click to see the program brochure.
Interview About New Law Practice - Joshua Stein PLLC [2010]
BNA Real Estate Law & Industry Report interviewed Joshua Stein about his new law practice; his use of technology; and the state of commercial real estate. Click here to read the interview.
Crain's Quotes Joshua Stein on Partners Leaving Big Law Firms [2010]
On August 16, 2010, Crain's New York Business published an article about partners leaving large law firms to start their own practices or smaller firms. Joshua Stein was one of the attorneys interviewed for the article.
Did the Sky Fall on Leasehold Mortgagees? (The Qualitech Case -- Five Years Later) [2009]
In 2003, the "Qualitech" decision struck fear into the hearts of leasehold mortgagees from coast to coast. Later cases confirm Joshua Stein's opinion at the time that the fear of "Qualitech" was overstated.
Language of Commercial Real Estate Finance [2009]
A brief collection of jargon from commercial real estate lending and workouts.
Bad-Boy Carveouts Speeding Foreclosures [2009]
Commercial Mortgage Alert interviewed Joshua Stein for a brief report on how nonrecourse carveouts affect loan enforcement in 2009. Click here to read the article.
It Was Part of the Deal -- Ground Rent Resets in Battery Park City [2009]
On April 20, Crain's New York Business published an article expressing concern about how adjustments in ground rent would affect condominium owners in Battery Park City. Click anywhere on this paragraph to read Joshua Stein's comments in response, which appeared in Crain's on April 27.
Assignment and Subletting Restrictions in Leases and What They Mean in the Real World [2009]
Most space leases limit the tenant's ability to assign or sublet. In interpreting those limitations, certain questions arise and again. This article identifies those questions and explores the answers.
Caveat Guarantor - Courts Rule Nonrecourse Carveouts Mean What They Say [2009]
Lenders have started to try to enforce "nonrecourse carveout guaranties" in litigation against guarantors. So far the lenders have done rather well. This article explores a recent case in New Jersey and some other issues that may arise in enforcing these guaranties.
Model Standby Letter of Credit and Commentary [2009]
Discussion of the issues that arise whenever a landlord (or other creditor) accepts a standby letter of credit to back an obligation. Includes a sample standby letter of credit (and possible alternative clauses) for use in transactions.
Looking Ahead to a New Era in Commercial Real Estate [2009]
What will commercial real estate look like after the current recession ends? BNA asked several members of the BNA editorial board, including Joshua Stein, to share their predictions. Click here to read the article.
Update on Bankruptcy Law of Large Letters of Credit for Leases [2009]
Landlords sometimes accept large letters of credit in place of security deposits. That structure can create issues if the tenant becomes subject to a bankruptcy proceeding. This article explores those issues and suggests how landlords can mitigate them.
Lender's Triage for a Troubled Commercial Real Estate Loan [2009]
When a lender sees trouble ahead, what should the lender do first? This article offers some suggestions, including some important tips to keep in mind about the perils of email.
Future of Securitization and Commercial Real Estate Financing [2009]
What will it take to bring back commercial real estate financing, particularly of the securitized variety? Joshua Stein offered a few suggestions in this article for Commercial Mortgage Insight.
NY Law Requires Owners to Disclose Air Contamination Reports [2009]
If a property owner learns about certain environmental contamination on the property, the owner may need to notify tenants of the building. Larry Schnapf and Joshua Stein explained the new legislation in this article.
Landlord's Checklist of Silent Lease Issues (Second Edition) [2008]
This checklist started out as an effort to identify issues that "older" leases might overlook, and that a landlord might want to include in the course of updating such leases. The checklist grew to cover lease negotiations more generally, from the landlord's perspective.
Model Workout Amendment for Loan Agreement [2008]
Sample amendment to a loan agreement to provide for commonly negotiated "workout" terms.
Usury Chapter - Stein on NY Commercial Mortgage Transactions [2008]
Joshua Stein summarized New York usury law in an article published by the New York State Bar Association several years ago. That article was updated and became Chapter 2 of "Stein on New York Commercial Mortgage Transactions," published by LexisNexis and last updated in 2008. To read that chapter, click anywhere on this paragraph.
Celebrity Endorsement Agreements - Contracting with the Stars [2007]
Hotel or condo developers sometimes enlist celebrities to help them promote their projects. This article introduces the issues that arise in negotiating those relationships.
Are Ground Lease Rent Reset Clauses Formulas for Disaster? [2007]
Long-term ground leases usually contain appraisal-based rent adjustments -- perhaps the single largest source of ground lease litigation. This article explains where the problems lie and how to prevent them.
New York's Final Lawyer Advertising Rules [2007]
New York's Office of Court Administration issued final (revised) lawyer advertising rules in January 2007 -- much improved from the draft rules released in Summer 2006. This article compares the draft and the final rules, at least as they relate to email and websites.
Overview of Hotels: Class at University of Pennsylvania Law School [2007]
Joshua Stein spoke about the legal structure, management, sales, and financing of hotels on March 26, 2007, at University of Pennsylvania Law School. Click on this paragraph to see the PowerPoint presentation for the class.
The Lost Art of Conversation and the Walls of Sound [2007]
A few thoughts on the quality of two-way conversations in business and life.
Techniques for a Developer to Structure For-Sale Apartments in a Leasehold Project [2007]
Condominium developers typically sell units outright to end-users. But what happens if the developer only holds a long-term lease on the building? This article explores some techniques to sell apartments that are built on a leasehold.
How Hotel Managers Might Protect Themselves from Early Termination [2007]
Hotel managers often fear, with some basis, that hotel owners may be able to terminate hotel management agreements unexpectedly and in a way that "goes around" the terms of the document. This article looks at the governing law and suggests some self-preservation measures a hotel manager might consider.
Model Intercreditor Agreement for A-B Loans [2007]
When an originator breaks one loan into an A Loan and a B Loan, the relationship between the two can become rather complex. This article explains why and how. It also offers a model agreement that seeks to summarize normal industry expectations.
Defaults and Acceleration [2007]
When a loan goes into default, the lender's first steps can help determine the ultimate outcome and how quickly the property can get there. This chapter from Joshua Stein's book on New York Commercial Mortgage Transactions introduces these issues, with suggestions for lenders in New York and elsewhere.
Foreclosure and Other Remedies [2007]
An introduction to the law of mortgage foreclosures in New York, with warnings about mistakes that lenders and their counsel can easily make. Reprinted from Joshua Stein's book on New York Commercial Mortgage Transactions.
Are You Overlooking Traps in Your Deals? (Interview with Joshua Stein) [2006]
In an interview with the National Association of Realtors, Joshua Stein discussed some problem areas in purchase and sale transactions, including surprises that can lurk in leases.
Delegating the Deluge - Action Codes for Forwarding Email [2006]
How to spend more time practicing law and less time as a computer operator.
New York's Limited Liability Company Law Takes A Big Step In The Wrong Direction [2006]
The New York State Legislature took a bad law and tried to make it even worse. (After this article was written, the Legislature partly changed its mind.)
Stein on New York Commercial Mortgage Transactions - Information Brochure [2006]
LexisNexis Matthew Bender has released its brochure for STEIN ON NEW YORK COMMERCIAL MORTGAGE TRANSACTIONS. The brochure summarizes the book and includes ordering information. To see the brochure online, click anywhere on this paragraph.
Allonges Under New York UCC [2006]
For any loan assignment, the parties usually sign an "allonge" on a separate piece of paper and throw it into a closing file. This practice may not make the assignee the "holder" of the loan and may create totally preventable legal issues down the road. In this article, Larry Safran and Joshua Stein explain why.
Troubled Hotel Loan Case Study [2006]
The story of the hypothetical "Heavenly Gardens" hotel sounded far-fetched a few years ago, but some of it may now become far too familiar. But even with today's credit crisis, surely no hotel could have as many problems as this one. Or could it?
Troubled Hotel Loan Case Study - Outline of Issues [2006]
Here is an outline of issues that arise in the "Heavenly Gardens" case study, also written by Joshua Stein and also posted on this website. This outline suggests actions that a lender should think about taking on its own initiative when facing similar facts.
A Checklist for Giving Legally Effective Notices [2005]
When a transaction is heading for trouble, one of the first steps will often involve giving a notice of default (or some other notice). This article explains how to do it right.
A Wish List for New York Real Estate Law [2005]
A dozen easy ways to improve and simplify New York real estate law, primarily for lending and leasing.
The Implied Covenant of Good Faith and Fair Dealing in Optionland [2005]
If one party to a lease totally misunderstands the lease, and might lose valuable rights as a result, the other party might have an obligation to help out.
A Time Saving Alternative to Complicated Survey Certificates with Form [2005]
Less can truly be more in the world of survey certificates.
Benchmark Insurance Requirements for Commercial Real Estate Loans and Why They Say What They Say [2004]
Sample language for state-of-the-art insurance provisions to include in a commercial mortgage loan agreement, with extensive annotations.
Easy Ways to Misuse Your Computer [2004]
The shortcomings of computers, and when and how NOT to use them.
Aozora Bank Case: Some Comments [2004]
Brief discussion of a California case denying a lender recovery for its attorneys' fees in enforcing a "nonrecourse carveout guaranty."
How a Lender Looks at a Lease [2004]
This chapter from Joshua Stein's two-volume Commercial Leasing book explains how lenders and their counsel review space leases. What do they care about in leases, and why?
How to Deal With Troubled Loans [2004]
This chapter (from Joshua Stein's book on structuring and closing commercial mortgage loans) explores a lender's options and strategies in dealing with troubled loans.
Model Deed in Lieu Agreement [2004]
When a borrower intends to "give the keys" to the lender, both parties will often benefit by entering into an agreement about the transaction. Here is a sample deed in lieu agreement, with some related forms attached as exhibits.
Will Mezz Get Messy? [2004]
In 2004, Joshua Stein was interviewed in the Slatin Report about possible issues with mezzanine loans going into default.
Borrower's Agenda in Negotiating Loan Documents - Part 1 [2003]
The first article in this series explores fundamental business issues that a borrower will typically negotiate in a term sheet or commitment letter.
Borrower's Agenda in Negotiating Loan Documents - Part 2 [2003]
Lockboxes, personal guaranties, financial covenants, and other "special features" in commercial mortgage loans, and the issues they raise for borrowers.
Borrower's Agenda in Negotiating Loan Documents - Part 3 [2003]
Prepayment, yield maintenance, default interest, and a handful of similar "quasi-legal" issues that a borrower will often want to negotiate in loan documents.
Bound to Negotiate? [2003]
We often think that an "agreement to negotiate" is just an agreement to agree and basically unenforceable.  In a recent California case, the court thought otherwise.
Borrower's Agenda in Negotiating Loan Documents - Part 4 [2003]
Here are some issues a borrower may want to raise proactively, as opposed to reactively in response to the language of a commitment letter, term sheet, or set of loan documents.
How Much Protection Does a Leasehold Mortgagee Need? [2003]
A reasonable set of "leasehold mortgagee" protections.  Written in (relatively) Plain English and without saying too much or too little.
Tenant's Checklist of Silent Lease Issues (Second Edition) [2003]
This checklist helps tenant's counsel identify issues to raise "proactively," as opposed to just "reactively" in response to a landlord's draft lease.
How to Prevent Email Embarrassments, Control the Email Deluge, and Get People to Read the Email You Send [2003]
A user's manual for email and how to prevent the problems it can cause.
Needless Disturbances - Do Nondisturbance Agreements Justify All The Time and Trouble? [2003]
A critical analysis of how nondisturbance agreements work and some possibly simpler ways to deal with the same issues.
Top Ten Do's and Dont's for PowerPoint CLE Presentations [2003]
Some suggestions for anyone preparing PowerPoint presentations (for continuing legal education programs or anything else).
Guide to Commercial Mortgage Transactions in the USA [2002]
An overview of how commercial mortgage loans are negotiated and closed in the United States.
How Some "Standard" Language in a Promissory Note Cost a Lender Five Years of Default-Rate Interest [2002]
Surprises sometimes lurk in "standard" language. Here's an expensive example from a case in California.
How to Prevent Real Estate Problems in Non-Real Estate Transactions [2002]
Share this article with your non-real-estate colleagues.
Perils of Subtenancy and a Roadmap for Recourse When the Sublandlord Defaults [2002]
Subleases can create subtle risks for subtenants. This article explains those risks and some legal theories that might help mitigate them, with some unexpected implications for nonrecourse financing
Short and Simple [2002]
Seven succinct suggestions for better documents, letters, memos, and reports.
After the Closing - A Legal Tragedy That Didn't Need To Be [2001]
Sometimes, the long-term stability of a transaction depends more on what happens after the closing than on the documents themselves.  This article explains why.
Best Strategies for Extricating a Company From Its Long Term Lease Obligations [2001]
Here are the options, strategies, and tactics that any commercial tenant should consider if it wants to gracefully exit a lease that no longer makes sense.
The Art of Real Estate Negotiations [2001]
An overview of how to negotiate real estate (or other) transactions.  Different negotiating styles.  How to raise issues.  How to compromise issues.  How to reach closure.
Confusury Unraveled - New York Lenders Face Usury Risks in Atypical or Small Transactions [2001]
New York usury law consists mostly of exemptions.  But it also imposes huge penalties for the occasional usurious transaction that manages not to qualify for any exemption.
A Conversation About Property Insurance in Loan Closings [2001]
Joshua Stein interviews insurance consultant Jim Branigan about what a lender needs to look out for when it obtains property insurance for loan closings.
What a Mortgage Lender Needs to Know About Property Insurance - The Basics [2001]
Property insurance issues and procedures for any commercial mortgage loan closing. Problems that can arise during the life of a loan. How a lender should deal with property insurance.
Defeasance - Now a Viable Option in New York State [2000]

How "defeasance" works, and how it works in New York despite New York's panoply of taxes on commercial real estate transactions.
How Could Anyone Possibly Have Comments on My Masterpiece? [2000]

Why, when, and how lawyers should obtain comments on their work, and what to do with those comments after receiving them.
Nuggets of New York Commercial Mortgage Law and Practice - A to Z [2000]
A miscellaneous collection of things that New York commercial mortgage lenders need to know.
Template for a Template - A Checklist to Prepare or Improve any Model Document [2000]
When you prepare a document that will become a "form" or a "model" for future transactions, you might want to keep in mind the dozens of suggestions in this article.
When Is a Termination Right Not Really a Termination Right? [2000]
Critical analysis of a New Jersey case that limited a contracting party's right to enforce a discretionary right of termination.
Hotel Management Agreements - The Owner's Agenda [2000]
Major business and legal issues in hotel management agreements, and how a hotel owner would like those issues to turn out.
Adventures in the Mortgage Trade - A Case Study in Legal Ethics [1999]
A wild and strange tale of ethical problems that could conceivably arise in what looks like a "plain vanilla" real estate financing transaction.
Closings - Step by Step [1999]
How to deal with the commercial real estate closing process, and get the job done.
Writing Clearly and Effectively - How to Keep the Reader's Attention [1999]
Some principles to reduce the use of legalese when lawyers write.
Lenders and Hotel Management Agreements [1998]
Why hotel lenders can't treat hotel managers the same as anchor tenants.
When CP/M Powered Real Estate Practices [1998]
A double time warp: In 1998, the LAWYERS' PC newsletter interviewed Joshua Stein about his use of computers in legal practice since 1982 (starting with a Kaypro II).
A Simple Proposal to Simplify New York Mortgage Recording Tax [1997]
An overview of how New York's mortgage recording tax works, why it causes so much trouble, how the State could easily simplify it, and some other thoughts on the mortgage recording tax.
Hotel Loans - Underwriting, Structuring and Lenders' Due Diligence [1997]
The special issues of hotel loans, and the questions a lender needs to ask.
How to Use Defined Terms to Make Transactional Documents Work Better [1997]
Why, when, where, and how to use defined terms in legal documents.
Nonrecourse Carveouts - How Far is Far Enough? [1997]
The logic of nonrecourse clauses. Just how far can you take it? And where does it end?
Mortgage Loan Assignments - A Primer in Two Parts [1997]
When a mortgage holder sells a mortgage, the transaction may raise more legal and practical issues than an outright sale of the underlying property.
Subordinate Mortgage Financing - The Perils of the Senior Lender [1997]
A thorough explanation of why rating agencies hate second mortgages.
Lender's Model State-of-the-Art Nonrecourse Clause (With Carveouts) [1997]
This article identifies 37 possible carveouts to nonrecourse treatment for commercial real estate loans. It ranks those carveouts from the ordinary and typical to the extreme and unusual. The article also notes which carveouts typically make the guarantor liable for the entire loan, and which only require the guarantor to indemnify the lender for loss. The result: a reference point for comparison of any other nonrecourse clause.
Cures for the Sometimes Needless Complexity of Real Estate Documents [1995]
Why legal documents have become so long and complicated, and what lawyers and their clients can do about it.
Good Guy Guaranties for Leases [1995]
In a letter to Crain's New York Business, Joshua Stein summarized how "good guy guaranties" work for leases, and why landlords ask for them.
How to Prevent Mistakes in Transactional Legal Work [1994]
Principles, ideas, and guidelines on how to do your work right, based on an analysis of how it can go wrong. Common sources of ambiguity and problems in legal documents.
Nonrecourse Clauses Revisited [1992]
Why older nonrecourse clauses amount to "heads I win, tails you lose" for the borrower. An early statement of the rationale for nonrecourse carveouts.
Tough Times Teach Tenants Tough Lessons [1992]
A few lease clauses that can produce particularly unpleasant surprises for commercial tenants that aren't paying enough attention.
How Computers Made Us Better Lawyers [1987]
In 1987, Joshua Stein published an article about how lawyers might be able to use computers at their desks. It is reprinted here for historical interest.
How One Lawyer Uses a Personal Computer on his Desk Instead of a Legal Pad and Dictating Machine [1985]
Learn about the incredible powers of a Kaypro II desktop computer.