January Newsbrief 2014.pub - Rockland County Bar Association

January Newsbrief 2014.pub - Rockland County Bar Association

JANUARY 2014
RCBA NewsBrief
BOARD OF DIRECTORS
LAWRENCE CODISPOTI
President
ALAN G. ROSENBLATT
President-Elect
PATRICK T. BURKE
Vice President
ROBERT D. FENSTER
Treasurer
ROBERT B. MARCUS
Secretary
DIRECTORS
ALAN E. GOLDSTEIN
CASSANDRA BILOTTA
LARRY GANTT
IRA S. SCHOEPS
LARRY J. SCHWARTZ
ELIZABETH A. HAAS
RICKI H. BERGER
HON. W. SHERWOOD, Ret.
LURLYN WINCHESTER
JAMES BIRNBAUM
ANDREA COMPOSTO
DAVID KLEIN
KIMBERLY SOFIA
EXECUTIVE DIRECTOR
SANDRIA GARVIN
INSIDE THIS ISSUE
***IMPORTANT NOTICE***
SOLICITATION OF
NOMINEES FOR UPCOMING
VACANCIES ON THE
RCBA BOARD OF
DIRECTORS
Page 2
Commercial Litigations Issues of
Interest
Submitted by:
Paul Savad, Esq.
Susan Cooper, Esq.
Joseph Churgin, Esq.
Page 3
Felony Drug Court Graduation
~~
Lawyer Referral Service
Reminder
Page 4
Columbian Lawyer Dinner Dance
Page 5
Lawyer Assistance Program
Page 6
CLE Corner
Page 7
FYI
***IMPORTANT NOTICE***
SOLICITATION OF NOMINEES FOR UPCOMING VACANCIES ON
THE
RCBA BOARD OF DIRECTORS
Pursuant to Article V, Section 9(c) of the by By-Laws of the Rockland
County Bar Association, applications are now being solicited for upcoming
vacancies on the Association’s Board of Directors. There will be 12 open
vacancies on the Board of Directors for terms beginning on July 1, 2014.
Anyone wishing to be a candidate for election to the Board must express
their interest, in writing, no later than February 1, 2014. The writing should
include the reasons why the member believes he or she is qualified to serve
on the Board.
The Nominating Committee will conduct in-person interviews of all
candidates. Failure of the candidate to appear at their scheduled interview
will disqualify that candidate from consideration.
Upon conclusion of all interviews, the Nominating Committee shall meet and
select nominees. Selection of nominees will be completed no later than
March 10, 2014. Notice of selected nominees will be sent to the entire
membership no later than March 20, 2014.
Please submit your applications in writing to:
Sandria Garvin, Executive Director
Rockland County Bar Association,
337 North Main Street, Suite 1
New City, N.Y. 10956
U.S. Postal submissions and E-mails to sandy@rocklandbar,org will be
accepted in addition to personal deliveries.
Deadline for responses is February 1, 2014.
Any member not selected by the Nominating Committee, whether or not her
or she solicited nomination before the Nominating Committee, wishing to
have his or her name placed in nomination for election to the Board, shall
submit a petition to place his/her name before the membership. The petition
must be signed by no fewer than 20 members in good standing with the
Association, and must be submitted in person at the Bar Association offices
no later than April 5, 2014.
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COMMERCIAL LITIGATION ISSUES OF INTEREST
Submitted by Paul Savad, Esq. Chair, Commercial and Corporate Law Committee,
Joseph Churgin, Esq., and Susan Cooper, Esq., of SAVAD | CHURGIN, Attorneys at Law
A letter of intent to purchase commercial real property was signed by the seller and by you on behalf of your client, the purchaser. It
provided for a purchase price of $14 million, the signing at closing of a more formal contract in a form “reasonably similar” to the sample
attached, a closing date of no later than December 31, 2012, to take place at your office or at the office of your client’s lending institution, the
conveyance of marketable title, and customary adjustments. There was no down payment. It is undisputed that the parties agreed to go directly
to closing based on the letter of intent, and to sign a formal contract at the closing.
A closing was attempted on December 27, 2012. Your client’s lender and title company representative attended the closing, but your
client could not decide whether to finance the purchase with a mortgage loan or to pay all cash. The seller left the closing when it appeared
that the sale would not close that day. You then tried to renegotiate the financing terms of the sale, but were unsuccessful. Your client decided
to pay all cash, and you rescheduled the closing for December 31, 2012. But the title company representative was not available to close title on
New Year’s Eve, and so your client delivered the full purchase price to the title company on January 2, 2013. The seller now moves for
summary judgment claiming that the letter of intent was not a binding contract, and that in any event, your client breached the requirement to
close by December 31, 2013, which was intended to allow a tax benefit for the seller.
Will you defeat a motion to dismiss your client’s claim for specific performance?
The answer is no.
In Piller v. Marsam Realty 13th Avenue, 500141/13, N.Y.L.J.1202629929582 at *1 (Sup. Ct. Kings Co. October 22, 2013), the plaintiff sued to enforce a letter of intent to purchase real property. The defendants countered that the letter of intent was not enforceable under the
Statute of Frauds, and in any event was breached by failure to close before the end of the year.
The letter of intent included the purchase price of $14,250,000, with a renovation credit of $250,000, the conveyance of marketable
title, standard and customary adjustments, closing no later than December 31, 2012, at the office of purchaser’s attorneys or purchaser’s
institutional lender, and the signing of a more formal contract at closing in a form “reasonably similar” to the sample attached.
The sample attached had some inconsistencies with the letter of intent, including a purchase price of $14,255,000, no mention of the
$250,000 credit, a deposit of $1,425,000 upon signing of the contract, and a closing date of December 19, 2013.
The parties, their attorneys, plaintiff’s lender, and the title closer appeared for a closing on December 27, whereupon all title issues
were resolved. The defendants left the closing when it did not appear that progress was not being made. The plaintiff admits that at the time of
the closing, he had not yet decided whether to finance the purchase or pay cash by liquidating his bank CD’s, which were confirmed by the
bank to be $14 million.
The next day, on December 28, the plaintiff attempted to renegotiate the deal, apparently in order to avoid the penalty fee of
$193,000 for early liquidation of his long-term CD’s. When the seller refused to renegotiate, the plaintiff scheduled a closing for December 31,
2012, and liquidated his CD’s. But the title closer was not available to close on New Year’s Eve. The plaintiff then sent a check to the title
closer for the purchase price on January 2, 2013.
The Court found that the letter of intent lacked the material terms of the method of payment and how the plaintiff would finance the
purchase, citing Nesbitt v. Panalver, 40 A.D.3d 596, 598 (2d Dept. 2007), which notes that the following material terms must be included for a
writing to be enforceable: purchase price, the time and terms of payment, the required financing, the closing date, the quality of the title to be
conveyed, risk of loss during the time period prior to closing, adjustments for real estate taxes, etc.
The Court noted other indications that the plaintiff did not intend to be bound by the letter of intent, including the plaintiff’s attorney
refusing to agree to a deposit specifically because that would “be a contract,” which the parties were not “able to accomplish,” the signing of
the letter of intent by the plaintiff’s attorney and not by the plaintiff, and the continued negotiations after the failed closing, citing Sheehan v.
Culotta, 99 A.D.2d 544 (2d Dept. 1984). The continued negotiations were held to be a repudiation of the letter of intent.
Continued on Page 3…………………..
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COMMERCIAL LITIGATION ISSUES OF INTEREST……………...
The Court ruled that the letter of intent was merely the framework for continuing negotiations, and was itself unenforceable, because
the parties never came to a meeting of the minds on all the essential terms of the transaction. Summary judgment was granted to the
defendants.
The lesson?
If the parties cannot reach an agreement on all of the material terms of a contract for the sale of real property, a signed letter of intent
that does not contain all of the material terms will not be enforceable, even if the purchaser tenders the full purchase price. The Statute of
Frauds requires a writing that contains all of the material terms customarily included in similar transactions.
HAPPY
NEW
YEAR
LAWYER REFERRAL SERVICE
You are cordially invited to attend
the Graduation Ceremony of
The Rockland County Felony Drug Court
at the Jury Assembly Room, 2nd Floor
Rockland County Courthouse
1 South Main Street, New City, NY 10956
On
Thursday, January 16, 2014 at 2:00 p.m.
Keynote Speaker:
County Executive Ed Day
Please join us for refreshments immediately
following the ceremony as we celebrate the
accomplishments of our graduates.
IF ANY MEMBER IS INTERESTED IN
JOINING THE REFERRAL SERVICE
PLEASE CALL
LESLIE @ 845-634-2149 FOR AN
APPLICATION.
RENEWALS WILL BE SENT OUT TO
MEMBERS ALREADY ENROLLED IN
THE LAWYER REFERRAL SERVICE.
REAL ESTATE COMMITTEE MEETING
JANUARY 7, 2014
PROMPTLY, 12:15 PM
ROCKLAND COUNTY BAR ASSOCIATION
TOPIC: SHORT SALES & FORECLOSURES
SPEAKER: SPENCER LAUTERBACH, ESQ.
BRING YOUR LUNCH
*****IMPORTANT MESSAGE FOR CLASSIFIED ADVERTISERS*****
ALL ADS HAVE BEEN REMOVED FROM THE CLASSIFIED SECTION OF NEWSBRIEF AS
OF JANUARY 1.
PLEASE CALL (845) 634-2149 OR EMAIL: [email protected]
IF YOU WANT TO CONTINUE YOUR AD
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WE THANK HVB FOR THEIR GENEROUS SPONSORSHIP
COLUMBIAN LAWYERS ASSOCIATION OF ROCKLAND COUNTY
cordially invites you to attend
TENTH ANNUAL DINNER DANCE
SPONSORED BY HUDSON VALLEY BANK
Honoring
LOUIS FALCO, III, Rockland County Sheriff
as well as
Installation of Officers
ANDREA F. COMPOSTO, ESQ., PRESIDENT
M. TERESA FAHERTY, ESQ., FIRST VICE PRESIDENT
ELIZABETH BALSAMO DiSTEFANO, ESQ., SECOND VICE PRESIDENT
KEVIN F. RUSSO, ESQ., TREASURER
AGATA DiGIOVANNI, ESQ., SECRETARY
Friday, January 31, 2014
NYACK SEAPORT, 21 Burd Street, Nyack, NY 10960
Cocktails 6:30 pm, Dinner 7:30 pm, Open Bar, Black Tie Optional
$130 per person, $240 per couple, $1100 per table of 10
RSVP by January 17, 2014
For more information contact:
Kevin F. Russo, Esq., @ 845-786-0227 or e-mail: [email protected]
JOURNAL AD RATES.. $150 FULL PAGE..$75 HALF PAGE..$50 QUARTER PAGE
For more Journal information please e-mail Andrea F. Composto: [email protected]
or Fax (718) 855-6866
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MAKE A MOTION FOR HELP
It’s not easy admitting there is a problem. It’s even harder
when you think no one notices. But they do. Asking for help
could be difficult. Knowing there is help available makes it a
little easier. Understanding the unique needs of our colleagues
is crucial that’s why we’re here for you.
Contact:
LAWYERS HELPING LAWYERS
Ben Selig, Esq., (845) 942-2222
Charles G. Davis, Esq., (845) 634-6633
ROBERT B. MARCUS, PC
203 STRAWTOWN ROAD
NEW CITY, NEW YORK 10956
845-638-1300
FAX: 845-638-3303
EMAIL: [email protected]
Need a Place to Meet in New City?
RCBA Conference Rooms available for rent.
First two hours are free for members.
Member Prices
Closings and Depositions
$60 half day/$120 full day
Non-Member Prices
$75 half day/$135 full day
We must have advance notice for closings and
depositions. A small fee will be charged for any
telephone usage, faxes and copies.
Available as Trial Counsel in the New York City Metropolitan
Area And Hudson Valley Region in The Representation of
Victims of Professional and Ordinary Negligence including
Medical, Legal, Architectural and Accounting Malpractice,
Municipal, Premises and General Liability, Labor Law Claims
and serious Motor Vehicle Accident cases.
WHY RENT - WHEN YOU CAN OWN?
FOR SALE:
75 N. Middletown Rd-Nanuet
Outstanding Lawyer’s Office: High Ceilings,
Lg. rooms, Kitchen, Library, Zone Heating
(13 lot parking-6,750 SF) $850K
Contact: Mark Glasel,
Lic. Associate Broker-Rand Commercial Services
845-770-1280
12 Tips from Lawyer Assistance Program
These tips are offered to aids in one’s personal life. The following are the suggested steps of Alcohol Anonymous, a proven self-help
organization.
1.
2.
3.
Recognize I have a problem. Denial is a barrier to moving on.
Accept that another party can assist with the situation. Discuss the situation with a trusted friend. Seek counseling.
Trust that another party can handle the responsibility. Let go of ownership of the problem and assign mechanics to a
professional.
4. Examine myself. What are my strengths? What are my weaknesses? What do I wish to keep? What do I wish to change?
5. Recognize my weaknesses by revealing them to a trusted party; communicate my willingness to change?
6. Prepare to make change. Resolve I will be a different person, for the better.
7. Take the action to change. Move from resolution to doing.
8. List persons to strengthen our relationship. Improve communication with people in our lives.
9. Actually talk, see, and be with the people that are in your life. Be active; be personable.
10. Do a regular inventory of myself. Periodically take stock of where I’m at, where I’ve been and where I’m going. List my
plusses and minuses. Recognize where I need to improve.
11. Use mediation. Practice speaking my wishes. Learn to listen to the whispering of serendipity; to hear things I missed in the
past.
12. Help others. Be active in the community. Offer to do things that contribute to the larger world.
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WIN ON THE
PAPERS
Former Law Review EIC and Appellate Court
Clerk Available to
Draft Motions and Appeals
Writes for firms in New City, Spring Valley,
Suffern, Nanuet and others.
Argued before First, Second and
Third Departments
Per Project and Per Hour rates available
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Hon. Alfred J. Weiner (Ret.)
Mediation/Arbitration
of
Divorce - Elder Law Estate & Commercial Disputes
&
Estate Planning/Estate Administration
Surrogate Practice
Phone # 845-639-7800
Fax # 845-639-7850
Jared M. Viders, Esq.
[email protected]
(845) 558-8971
[email protected]
Of Counsel
Mandel, Katz & Brosnan LLP
210 Route 303
Valley Cottage, New York 10989
ABCs of Liens for Medicare, Medicaid
and Workers’ Compensation
A Litigator’s Guide to Valuations and an Attorney’s Guide to
Understanding Financial Statements
Synopsis: A basic primer on Medicare, Medicaid, Health Insurance
and Workers’ Compensation Liens, with a focus on avoiding
malpractice and saving money for both the client and the attorney.
Synopsis: How the same business can have different values. Which
value is the right one for you?
Date:
Time:
Level:
Date:
Time:
Level:
Monday, January 13, 2014
12:00 p.m.– 2:00 p.m. (Registration 11:30 a.m.) (lunch)
Transitional/Non-Transitional
Speakers: Brett Newman, The Lien Resolution Group,
John M. Tomsky, Esq., Sullivan, Papain, Block,
McGrath & Cannavo
Place:
Cost:
Credits:
Italiana’s, 253 South Little Tor Road, New City,
NY
$50.00 in advance; $75.00 at the door; $85.00
Non-Members; $20.00 paralegals and students
2 CLE Credits:
1.5 Professional Practice/Skills; .5 Ethics
Speakers:
Place:
Cost:
Credits:
Tuesday, February 11, 2014
6:00 p.m.– 9:00 p.m. (Registration 5:30 p.m.) (dinner)
Transitional/Non-Transitional
Willard H. DaSilva, Esq.
Mark Gottlieb, CPA, PC
Italiana’s, 253 South Little Tor Road, New City, NY
$75.00 in advance; $85.00 at the door; $95.00
Non-Members; $30.00 paralegals and students
3 CLE Credits:
2.5 Professional Practice/Skills; .5 Ethics
Sponsored by Hudson Valley Bank
KNOW BEFORE YOU GO
PLEASE GO TO WWW.ROCKLANDBAR.ORG OR CALL THE ASSOCIATION AT 845-634-2149 FOR
CANCELLATIONS AND DELAYS DUE TO THE WEATHER.
ASSIGNED COUNSEL PANEL MEMBERS
PLEASE NOTE:
THE 2013 FISCAL YEAR IS COMING
TO A CLOSE.
PLEASE SEND IN YOUR VOUCHERS FOR
CASES COMPLETED.
READ A GOOD BOOK?
If anyone has read a book that they would
like to recommend, please write a short
review for publication in our Newsletter.
VOLUME
CLICK THE LINK BELOW TO VISIT OUR WEBSITE
WWW.ROCKLANDBAR.ORG
1
MORTGAGE FORECLOSURES
PAGE
The Law Offices of
Allen A. Kolber, Esq.
CONDOMINIUM LIEN FORECLOSURES
Residential / Commercial
Plaintiffs – Defendants
Isabel L. Becker
James (Bucky) Sterns
Attorneys at Law
Bankruptcy Law and Litigation
Chapters 7, 11, 13
Corporate Bankruptcy
Creditor’s Rights
49 Maple Avenue
New City, NY 10956
Tel: (845) 634-3696
Fax: (845) 634-3019
Rockland County Office
134 Route 59, Suite A
Suffern, NY 10901
Tel: 845-918-1277
E-Mail:
[email protected]
Queens County Office
61-43 186th Street, Suite 600
Fresh Meadows, NY 11365
Tel: 718-434-2517
www. KolberLegal.com
e-mail: [email protected]
MARK D. LEFKOWITZ, ESQ.
MEDIATOR
Available for conducting mediations in the Lower Hudson
Valley Region, New York City and New Jersey, relating to
disputes in the following areas:
Contracts, Labor, Family Businesses, Construction,
Negligence, and Medical Malpractice.
Member of Panel of Neutrals at New York Supreme Court,
New York County, Commercial Division,
Alternate Dispute Resolution Program
38 Years Litigation Experience in New York
27 Years Litigation Experience in New Jersey
(845) 354-0694
(212) 732-4800
[email protected]
BAIL BONDS
JULISSA MINAYA
BAIL AGENT
BB-1052290
18 SOUTH MAIN STREET
NEW CITY, NY 10956
P# (845) 445-6633
Michael E. Zall
Intellectual Property Law
Patents, Trademarks & Copyrights
Zall-Law.com
Two Yorkshire Drive
Suffern, NY 10901
Tel# (845) 357-6800
Fax# (845) 357-4616
Michael E. Zall
Attorney At Law
[email protected]
ETHICS/GRIEVANCE
DISCIPLINARY LAW
(914) 682-0037
RICHARD E. GRAYSON
ATTORNEY AT LAW
202 MAMARONECK AVE
THIRD FLOOR
WHITE PLAINS, NEW YORK 10601
www.richardgraysonesq.com
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