Author Info for Farrell Fritz, P.C.

John Armentano

Restrictive Covenants: The Devil Is in the Details…

Restrictive covenants are common conditions of zoning approvals. Municipal boards typically require applicants to record restrictive covenants as a condition of approval. These restrictive covenants are drafted to “run with the…more

Appeals, Enforcement, Judicial Authority, Land Developers, New York

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Becky (Hyun Jeong) Baek

Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not uncommon for the restaurant partners to fight over the control of the restaurant…more

Breach of Contract, Breach of Duty, Business Disputes, Business Litigation, Business Ownership

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Azriel Baer

Estate Planning under President Trump’s “One, Big, Beautiful Bill”

On May 22, 2025, the U.S. House of Representatives passed President Trump’s One, Big, Beautiful Bill. The bill now awaits approval by the Senate. One of the various goals of the bill is to extend the Tax Cuts and Jobs Act’s…more

Estate Planning, Estate Tax, Estate-Tax Exemption, Gift Tax, New Legislation

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Edward Baker

Surrogate’s Courts’ Response To The Coronavirus

Like other government institutions, New York State Surrogate’s Courts are figuring out how to function during the coronavirus pandemic. The first notice came on Friday, March 13, 2020. Lawrence K. Marks, the Chief…more

Coronavirus/COVID-19, Courthouses, Crisis Management, Judicial Proceedings, Surrogate's Court

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John Barnosky

Lengthy Opinion Delivered Regarding In Terrorem Clause

It is a rare day that the Court of Appeals, New York’s highest Court, deals with trust and estate matters, let alone something as granular as the validity of an in terrorem clause. But speaketh they did, on April 17, 2025, in a…more

Appellate Courts, Beneficiaries, Estate Planning, Fiduciary Duty, Litigation Strategies

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Vanessa Bongiorno

New York State COVID-19 and Legislative Update – May 2020

This week marked seventy days since the inception of New York on PAUSE (Policies to Assure Uniform Safety for Everyone). As COVID-19 emergency response efforts continue to strategically transition into economic recovery and…more

Absentee Voting, Bailout, Coronavirus/COVID-19, Forbearance Agreements, Legislative Agendas

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Martin Bunin

New York Establishes an Opioid Settlement Fund

By legislation enacted last month, on June 9, 2021, amending the New York Finance Law, Mental Hygiene Law and Executive Law, New York State established an opioid settlement fund (“OSF”). Finance Law §99-nn(1). The purpose of…more

Drug & Alcohol Abuse, Mental Health, Opioid, Pain Management, Prescription Drugs

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Bret Cahn

Invalidating Legal Documents and Transactions in Article 81 Guardianship Proceedings

Much has been written about courts invalidating instruments or transactions after a person’s death. Courts invalidating instruments or transactions during a person’s lifetime is discussed less often. A mechanism for doing so is…more

Deeds, Estate Planning, Fiduciary Duty, Guardianships, Incapacitated Persons

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Serene Carino

Remote Possibilities: Establishing Good Cause for Virtual Depositions in the Commercial Division

Under Rule 37 of the Rules of the Commercial Division, the court may order a remote deposition upon (1) consent of the parties, or upon (2) a motion showing good cause…more

Commercial Litigation, Discovery, Discovery Disputes, Good Cause, Jurisdiction

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Giuseppe Chiara

It’s Time to CO-OPerate: Commercial Division Refuses to Overturn Election of Board of Directors

Business Corporation Law § 619 (“BCL”) gives shareholders an “exclusive method . . . to test the validity of an election of a director.” Specifically, BCL § 619 states..…more

Board of Directors, Business Entities, Business Judgment Rule, Business Litigation, Bylaws

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Price Ciolino

Persistence, Procedure, and Default: Lessons from ACM MCC VI LLC v. Able Liquidation Three & Thomas Rossi

On April 29, 2025, the Justice Robert R. Reed of the Commercial Division of the Supreme Court of New York County issued a significant ruling in ACM MCC VI LLC v. Able Liquidation Three, Thomas Rossi, et al., granting a default…more

Breach of Contract, Commercial Litigation, CPLR, Damages, Default Judgment

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Patrick Collins

Governor Cuomo Signs the COVID-19 Emergency Protect Our Small Businesses Act of 2021 Establishing Eviction and Foreclosure Protections For Small Businesses

Governor Andrew M. Cuomo this week signed the COVID-19 Emergency Protect Our Small Business Act of 2021 (S471A/A3207) (the “Act”), which will impact commercial landlords, tenants, mortgagors, and mortgagees. …more

Commercial Bankruptcy, Coronavirus/COVID-19, Eviction, Foreclosure, Infectious Diseases

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Ilene Cooper

Third Department Examines In Terrorem Clause

The recent opinion by the Appellate Division, Third Department, in In re Strom Irrevocable Trust III, 2022 NY Slip Op 01356, provides a cautionary tale to estate litigators who conduct SCPA 1404 examinations in the face of a…more

Appeals, Beneficiaries, Discovery, Forfeiture, Irrevocable Trusts

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Brian Corrigan

Nothing in Life (and Litigation) is Free: Surrogate’s Court Awards a Non-Party $40,000 in Counsel Fees for Complying with a Subpoena Requiring Production of ESI

New York CPLR 3122(d) provides that the “reasonable production expenses” incurred by a non-party’s compliance with a subpoena shall be defrayed by the party issuing the subpoena…more

Cost-Shifting, CPLR, Discovery, Discovery Disputes, Document Productions

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Robert Creighton

Seller Beware: “Ordinary Course” and “Material Adverse Effect/Change” in the Age of COVID-19

In late November of last year, the Court of Chancery in Delaware handed down a decision in a case called AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC ..…more

Contract Negotiations, Contract Terms, Corporate Sales Transactions, Hotels, Material Adverse Effects

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David Curry

FAQs Under The Paycheck Protection Program

April 07, 2020 As guidance continues to evolve, the Treasury Department has set up a Frequently Asked Questions (“FAQs”) page on their website. This addition allows the SBA and Treasury to provide timely additional guidance to…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Paycheck Protection Program (PPP)

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Nancy DeBiasi

Suffolk County Filing Period for Real Property Tax Grievances Begins

To most, the month of May means the start of Spring and warm weather. But to Suffolk County property owners, the month of May means Spring, warm weather AND the real property tax grievance filing period. As always, the Suffolk…more

Appeals, Filing Deadlines, Filing Requirements, Government Agencies, New York

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Matthew Donovan

Behind the Bench: An Evening with the Westchester Commercial Division Justices

On April 23, 2025, Matt Donovan and Viktoriya Liberchuk moderated a panel featuring Westchester Commercial Division Justices Linda S. Jamieson and Gretchen Walsh. The “town-hall” event covered a wide range of topics, including…more

Artificial Intelligence, Career Development, Commercial Litigation, Dispute Resolution, Judges

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Michelle Espey

Relocating? Be Sure to Add the IRS to Your Change of Address Checklist

In a recent decision, the U.S. District Court for the Central District of California held that the Internal Revenue Service (“IRS”) did not violate Internal Revenue Code (“IRC”) Section 7433 or related regulations when it sent a…more

Enforcement Actions, Filing Requirements, Income Taxes, Internal Revenue Code (IRC), IRS

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Laura Fallick

From Vacancy to Vibrancy: Empire State Development’s Vision for Long Island Housing

On March 27, 2025, Empire State Development, New York State’s chief economic development agency, announced the launch of the Long Island Forward Housing Program (LIFHP), a $10 million initiative designed to promote and…more

Affordable Housing, Community Development, Economic Development, Housing Market, Multi-Family Development

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Evan Feder

How Tariffs Impact Business Transfers

The Administration’s tariff policies have contributed to significant volatility in the stock market. Even brief announcements regarding new tariffs often trigger immediate declines in stock prices. This volatility is largely due…more

Business Valuations, Estate Planning, Estate Tax, Gift Tax, Investment

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David Goldstein

A Priceless Mistake: How Faulty Appraisals Can Undermine Charitable Tax Deductions

A recent US Tax Court case (WT Art P’ship LP v. Commissioner, T.C. Memo. 2025-30) illustrates how failing to comply with the technical requirements for substantiating the value of charitable contributions can jeopardize a…more

Appraisal, Charitable Donations, Charitable Organizations, Gift Tax, Internal Revenue Code (IRC)

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Stacey Goldstein

New York State Approves Establishment of Clinical Staffing Committees in General Hospitals

In continuing efforts to address problems exposed by the COVID-19 pandemic, on June 18, 2021, the Governor signed legislation (S.1168-A/A.108-B) into law to address an urgent public policy priority related to clinical staffing…more

Healthcare Facilities, Healthcare Reform, Hospitals, New Legislation, Public Health

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Anthony Guardino

Oyster Bay to provide for administrative adjudication of zoning and other code violations

Following in the footsteps of the towns of Huntington, Babylon and East Hampton, the Town of Oyster Bay voted on March 7, 2023, to create a Bureau of Administrative Adjudication pursuant to Article 14-BB of the General Municipal…more

Building Codes, Construction Project, Judicial Tribunal, Municipalities, Real Estate Development

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Michael Guerriero

Real Property Taxation of Solar and Wind Energy Systems in New York State Update: Court Declares RPTL § 575-b Unconstitutional in Airey v. State

In a Decision and Order rendered March 4, 2025, Albany County Supreme Court struck down as unconstitutional Section 575-b of the Real Property Tax Law, in the matter of Airey, et al. v. State of New York, et al. (Index No…more

Appeals, Constitutional Challenges, New York, Property Tax, Renewable Energy

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Robert Harper

Does Counsel Have a Duty to Disclose to a Surrogate’s Court the Fact That Hearing Evidence That Counsel Proffers Has Been Generated by Artificial Intelligence?

On February 14, 2025, I will be speaking at the Suffolk Academy of Law’s annual Elder Law Update, addressing current developments in artificial intelligence (“AI”) that are relevant to trusts and estates practice, among other…more

Artificial Intelligence, Disclosure Requirements, Duty to Disclose, Estate Planning, Evidence

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Ryan Hild

Suffolk County Sees an Eight Percent Average Increase in Equalized Values for 2025

For most Towns and Cities throughout the State of New York, May 1st ushers in new assessment rolls and equalized market values for commercial and residential properties. As detailed in an earlier tax tracker (see: Assessment…more

Appeals, Commercial Property Owners, New York, Property Tax, Property Valuation

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Alon Kapen

The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless

Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units. You also want to prevent them from running off and…more

Breach of Contract, Compensation & Benefits, Contract Terms, Employee Rights, Employment Contract

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Eric Kramer

Wealth Transfer Opportunities with Devalued Assets

The COVID-19 pandemic continues to have far-reaching effects which are expected to be felt for months to come, if not longer. The economy has been hit hard and the stock market has seen a dramatic reduction in value…more

Asset Valuations, Beneficiaries, Coronavirus/COVID-19, Dynasty Trust, Estate Planning

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Rodion Lerman

Impact of Recent U.S. Tariffs on Material Adverse Change and Force Majeure Clauses

The recent imposition of tariffs by the U.S. government has introduced significant complexities in contractual performance and risk allocation. It is important to assess how these tariffs may influence material adverse change…more

Breach of Contract, Contract Disputes, Contract Terms, Force Majeure Clause, International Trade

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Viktoriya Liberchuk

Behind the Bench: An Evening with the Westchester Commercial Division Justices

On April 23, 2025, Matt Donovan and Viktoriya Liberchuk moderated a panel featuring Westchester Commercial Division Justices Linda S. Jamieson and Gretchen Walsh. The “town-hall” event covered a wide range of topics, including…more

Artificial Intelligence, Career Development, Commercial Litigation, Dispute Resolution, Judges

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Jason Little

Think Outside the Jurisdiction: International Discovery is Obtainable with the Assistance of the Commercial Division

Every commercial litigator is familiar with the burdens at the discovery phase of litigation, whether it is a dispute over production, privilege, or just the sheer volume and cost (both time and money) associated. Be that as it…more

Commercial Court, Discovery, Document Productions, Evidence, International Litigation

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James Maguire

A Good Lawyer Knows the Law; A Great Lawyer Also Knows the Local Rules

As readers of this blog are well aware, we here at New York Commercial Division Practice take great pride in posting about proposed or amended rules of practice in the Commercial Division. Knowledge of the local rules is…more

Commercial Litigation, Filing Requirements, Injunctive Relief, Local Rules, New York

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Lyle Mahler

The “Unintended” Consequences of Not Having a Written LLC Operating Agreement

CONGRATULATIONS!! You have just formed a New York limited liability company to purchase a piece of rental property with your cousin Vinny (no, not that Cousin Vinny) and his good friend Michael. Forming a limited liability…more

Contract Drafting, Contract Terms, Limited Liability Company (LLC), Membership Interest, Operating Agreements

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Peter Mahler

Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?

It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form of…more

Business Entities, Business Litigation, Business Ownership, Buyouts, Closely Held Businesses

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Adam Margulies

Sales of Real Estate Involving Non-U.S. Sellers – FIRPTA Considerations for Both Parties

Transactions involving the disposition of a U.S. real property interest (“USRPI”) by a foreign person (i.e., a nonresident alien individual or foreign entity, the seller) are subject to the Foreign Investment in Real Property…more

Buyers, FIRPTA, Foreign Investment, International Tax Issues, Property Owners

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Franklin McRoberts

A Message of Acceptance from the Garden State

This week’s New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge Clarkson S. Fisher, Jr…more

Appeals, Attorney's Fees, Breach of Contract, Business Divorce, Business Litigation

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Stephen Melore

The Earnout in Sales Transactions

What’s the Purchase Price? If you advise me that you are selling your business for $32,000,000 and that $5,000,000 of the $32,000,000 will be paid through an earnout, my response to you is that you are selling your business…more

Buyers, Corporate Sales Transactions, Earn-Outs, EBITDA, Purchase Agreement

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Willets Meyer

Nassau County Commercial Real Property Tax Alert - January 2025

Annual Survey of Income and Expenses – ASIE-2024 As of February 1st, 2025, pursuant to the Nassau County Administrative Code, Section 6-30, the Nassau County Department of Assessment (“the Assessor”) is requiring the submission…more

Commercial Property Owners, Electronic Filing, Fair Market Value, Filing Requirements, Penalties

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Domenique Camacho Moran

Court Strikes Down FTC’s Non-Compete Ban

On Tuesday, August 20, 2024, the United States District Court in Texas found the FTC rule banning non-compete agreements to be “arbitrary and capricious.”…more

Arbitrary and Capricious, Competition, Confidential Information, Employer Liability Issues, Employment Contract

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John Morken

Hearsay Issues In Surrogate’s Court Hearings And Trials (Presentation)

Presented by John R. Morken, Esq. to the Surrogate’s Association of the State of New York, May 2018. Introduction - A great deal of the evidence offered at a trial or hearing in the Surrogate’s Court is hearsay, or at…more

Admissibility, Admissible Evidence, Admissions, Bench Trial, Business Records

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Kevin Mulry

New York Court of Appeals Upholds Adult Home Admission Regulations

New York Department of Health (DOH) regulations provide that an adult home may not admit additional residents with serious mental illness if it has a capacity of 80 or more beds and its resident population is over 25% persons…more

Americans with Disabilities Act (ADA), Department of Health and Human Services (HHS), Disabilities, Disability Discrimination, Fair Housing Act (FHA)

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Scott Owen

When Additional Obligations Don’t Derail CPLR 3213: Commercial Division Clarifies the Test

Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations. For practitioners seeking the expedited relief of CPLR 3213’s…more

Borrowers, Commercial Litigation, Contract Disputes, Guarantors, Lenders

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Darren Pascarella

JOANN, Inc. to Close 500 Stores Nationwide

On January 15, 2025, JOANN Inc. commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. That was the second bankruptcy filing in a year for JOANN, an 82-year old fabric and craft…more

Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Commercial Leases, Corporate Restructuring

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Eric Penzer

Waiving a Decendent’s Attorney-Client Privilege

“The attorney client privilege, the oldest among common-law evidentiary privileges, fosters the open dialogue between lawyer and client that is deemed essential to effective representation” (Spectrum Sys. Intern. Corp. v Chem…more

Appeals, Attorney-Client Privilege, Beneficiaries, Burden of Proof, Constructive Trusts

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Ryan Pugh

You’re Gonna Need a Bigger Boat: Criminal Usury Statutes Prevent Loan Sharks

Under CPLR 3213, a plaintiff can move for summary judgment in lieu of complaint which, under the right circumstances, serves as a useful tool to avoid extensive litigation and obtain speedy relief. Recently, in JADR Consulting…more

Consumer Financial Products, Contract Terms, Debt Collection, Debt Instruments, Enforcement Actions

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Damian Racanelli

Understanding Good-Guy Guaranties: What Every Landlord and Tenant Should Know

The good-guy guaranty is a commonly used form of security in the field of commercial leasing. Despite appearing straightforward, the fundamentals of a good-guy guaranty are often misunderstood by landlords, tenants and brokers…more

Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Negotiations, Landlords

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Frank Santoro

Matter of Samuel – Artificial Intelligence Hallucinates and an Incapacitated Person Makes a Will

Artificial Intelligence (“AI”) made legal and mainstream news in 2023. In a highly publicized and widely discussed case, Mata v. Avianca, Inc., the United States District Court for the Southern District of New York sanctioned…more

Artificial Intelligence, Contract Drafting, Material Misstatements, Probate, Probate Courts

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Peter Sluka

Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages

Shareholder oppression has long been a favorite topic of mine—for good reason. A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over…more

Business Divorce, Business Litigation, Damages, Dissolution, Fiduciary Duty

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Colleen Spain

Responding to NYS Tax Department Letters: Key Steps for Taxpayers

Earlier this month, New York State Department of Taxation and Finance published a press release explaining what taxpayers should do when they receive a letter from the Tax Department. The press release outlined several important…more

Filing Deadlines, Filing Requirements, New York, Penalties, State and Local Government

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Kylie Springs

Retail Reckoning for Suburban Strip Malls

Suburban strip malls have been a staple of Long Island’s retail identity – convenient, accessible, and often anchored by big-name national chains. But, as retail trends evolve and those anchor tenants face uncertainty and for…more

Commercial Property Owners, Commercial Real Estate Market, Economic Development, Landlords, Real Estate Market

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Richard Stella

Bankruptcy, Board Conduct, and Fiduciary Duty: Key Takeaways from Ragab v. SHR Capital Partners LLC

In a recent decision from the Manhattan County Commercial Division, Justice Margaret A. Chan addressed a confluence of corporate-governance, fiduciary-duty, and bankruptcy-stay issues in Ragab v. SHR Capital Partners LLC. The…more

Automatic Stay, Board Members, Board of Directors, Business Litigation, Chapter 11

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John Stellakis

Hybrid Highlights: Avoiding the Pitfalls of a Land Use Litigation Technique

All civil judicial proceedings must be in the form of an action – unless otherwise authorized by statute, i.e. in the form of a special proceeding (see CPLR 103[b]). While most lawsuits are brought solely in the form of either a…more

CPLR, Declaratory Judgments, Judicial Authority, Jurisdiction, Land Use Claims

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Yi Stewart

Father Disqualified as Child’s Interstate Distributee for Failure to Support

In the recent case Matter of Lee, New York County Surrogate’s Court granted a motion for summary determination that decedent’s father was disqualified as a distributee and beneficiary for failure to support decedent pursuant to…more

Beneficiaries, Bias, Child Support, Decedent Protection, Disqualified Persons

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Mark Ustin

CMS Approves a New 1115 Waiver Amendment: The New York Health Equity Reform (NYHER) Program

On January 9, 2024, the federal Centers for Medicare and Medicaid Services (CMS) finally approved New York State’s 1115 waiver amendment to establish the New York Health Equity Reform (NYHER) Program. That application, which is…more

1115 Waivers, Centers for Medicare & Medicaid Services (CMS), Health Care Providers, Healthcare, Healthcare Reform

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Michael Webb

Legislation Introduced Aiming to Prohibit Tax Exemptions for Not-for-Profit Properties in Violation of Zoning Laws

On March 3, 2025, Senate Bill S584, sponsored by Sen. James Skoufis, was introduced to the NYS Senate during the 2025-26 NYS Legislative Session (the “Bill“). The Bill aims to amend paragraph (b) of subdivision 1 of section…more

Enforcement, Nonprofits, Property Owners, Property Tax, Proposed Legislation

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Irene Zoupaniotis

LICP Talks Labor & Employment: Employee Handbooks + Policies in 2022: Where Are We Now?

As many employees in New York City are returning to the office, businesses should consider reviewing and updating their employee handbooks. Employee Handbooks • Educate employees re: policies and procedures; •…more

Corporate Culture, Employee Handbooks, Employer Liability Issues, Employment Policies, Human Resources Professionals

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Farrell Fritz, P.C.

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