Regional Builders Report

You Are Cordially Invited to the Builders Association of the Hudson Valley, Inc.

Holiday Cocktail Reception Tuesday, December 14, 2010

Villa Borghese 70 Widmer Road

Wappingers Falls, NY 12590

6:00—8:00 p.m. Open Bar, Carving Stations, Pasta Stations, Hors D’Oeuvres

8:00—9:00 p.m. Dessert & Coffee

With Thanks to Our Corporate Sponsor: D’Arcangelo & Co. LLP

A wonderful site decorated for the season, a bounty of hors d’oeuvres, carving stations, an open bar all evening, followed by dessert and coffee — all ingredients for a festive

celebration of the holidays. There will also be a Silent Auction, perfect for some last minute holiday gifts. Make your reservations now for this special evening.

(Make our holiday party, your company holiday party. We will reserve a table for your group.)

$55.00 per person prepaid

$65.00 if billed

To make reservations, call the Builders Association at 845-567-6600, fax 845-567-1166 or email [email protected].

December General Membership Meeting

Tuesday December 14, 2010 General Membership Meeting details

Inside this issue:

About us 2

Membership Matters

3

Nomination Committee Slate

4

Eye on the Economy 6

Letter from the Presi-dent

7

Calendar 8

Reservation Form 9

In the News 11

Government Affairs

16

Regional News 18

And the Question Is.. 22

Marketing Ops 25

REGIONAL BUILDERS REPORT

You Are Cordially Invited to the

Builders Association of the Hudson Valley, Inc.


Villa Borghese

70 Widmer Road


6:00—8:00 p.m.

Open Bar, Carving Stations, Pasta Stations, Hors D’Oeuvres

8:00—9:00 p.m.

Dessert & Coffee

With Thanks to Our Corporate Sponsor:

D’Arcangelo & Co. LLP

A wonderful site decorated for the season, a bounty of hors d’oeuvres, carving sta-tions, an open bar all evening, followed by dessert and coffee — all ingredients for a festive celebration of the holidays. There will also be a Silent Auction, perfect for some

last minute holiday gifts.

Make your reservations now for this special evening.

(Make our holiday party, your company holiday party.

We will reserve a table for your group.)

THE BUILDERS ASSOCIATION OF THE HUDSON VALLEY WILL BE HOLDING A SILENT AUCTION AT OUR

HOLIDAY RECEPTION!

TUESDAY, DECEMBER 14, 2010 at the

VILLA BORGHESE in Wappingers Falls, NY

AUCTION ITEM DONATIONS ARE NEEDED!!!!

(Examples: Power Tools, a Spa Gift Certificate, Sporting Event Tickets, Restaurant Gift Certificates, Golf Clubs, Wine Baskets, Jewelry, and more...)

ALL DONORS WILL BE RECOGNIZED AT THE EVENT AND

IN THE JANUARY NEWSLETTER! Please fill out the form below and return to the

BAHV, 1161 Little Britain Road, New Windsor, NY 12553 or email to [email protected].

DONATION FORM

NAME PHONE

COMPANY NAME

ADDRESS

ITEM TO BE DONATED: VALUE

ALL ITEMS ARE NEEDED BY FRIDAY, DECEMBER 10, 2010

Regional Builders Report

Builders Association of the

Hudson Valley 1161 Little Britain Road

New Windsor, NY 12553

T: 845-567-6600 F: 845-567-1166

Www.hvbuilder.com * [email protected]

OFFICERS: 2010

President . . . . . . . . . . . . . . . . . . . . . . . . . .Pete Nurzia

1st Vice President . . . . . . . . . . . . . . . . . Robert Merkl

2nd Vice President . . . . . . . . . . . . . . . . . vacant

3rd Vice President . . . . . . . .. . . . . . . . . . Jim Brooks

Secretary . . . . . . . . . . . . . .. .. . .Thomas Szczepaniak

Treasurer . . . . . . . . . . . . . . . . . . Thomas Tripodianos

Past President . . . . . . . . . . . . . . .. . . . Angelo Ferrante

Executive Director . . . . . . . . . . . . .. . . . . Cathy Hyland

BOARD OF DIRECTORS: 2010

Jon Shafran . . . . . . . . . . . . . . . . . . .. . . . . . Dory Alport

Vincent Bettina . . . . . . . . . . . . . . . . . . . Richard Savino

Kevin Gremli . . . . . . . . . . . . . . . . . . Barbara Colurciello

Christine Dugan


Peter Berman . . . . . . . . . . . . . . . . .. . . . .. . . Jack Cina

Shy Cohen . . . . . . . . . . . . . . . . . . . . . . . . . . Ben Mills

Luke Regier. . . . . . . . . . . . . . . . . . . . . . . . . John Kelly


Eric Abraham . . . . . . . . . . . . . . . . . . . . .. . Don Badgley

Kurt Kuehner . . . . . . . . . . . . . . . . . . . .. . Brian Mathews

Joseph Catania . . . . . . . . . . . . . . . . . . . Mark Heinsman

LIFE DIRECTORS

Dan Amatuzzo Sr.. . . . . . . . . . . . . . . . . . . Ed Deverman

Dean Dutcher . . . . . . . . . . . . . . . . . . . . . . . Bob Hankin

Jerard Hankin . . . . . . . . . . . . . . . . . . . .. . . . . Bob Merkl

Ian Rieger. . . . . . . . . . . . . . . . . . . . . . . . . . Steve Rieger

Louis Ritter . . . . . . . . . . . . . . . . . . . . . . . Rubin Shafran

Steve Reineke . . . . . . . . . . . . . . . . . . . . John Steinberg

David Stenger . . . . . . . . . . . . . . . . . . . . Nick Zaharchuk

HV Build PAC Chairman . . . . . . . . . . . Angelo Ferrante

NYSBA DIRECTORS &ALTERNATES

Vincent Bettina (D) . . . . . . . . . . . . . . .. Kurt Kuehner (Alt)

Peter Nurzia (D) . . . . . . . . . . . . . . . . . . Steve Rieger (Alt)

Vacant (D) . . . . . . . . . Thomas Szczepaniak (Alt)

Angelo Ferrante (D). . . . . . . . . . .. . . . Robert Merkl (Alt)

Eric Abraham (D) . . . . . . . . . . . . . . . . . Jon Shafran (Alt)

Richard Savino (D) . . . . . . . . . . . . . . John Steinberg (Alt)

NYSBA PAC Trustee Eric Abraham, Vincent Bettina (Alt)

NYSBA Legal Defense Trustee . . . . . . . Jim Brooks

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Steinberg (Alt)

NAHB DIRECTORS & ALTERNATES

Vacant (D) . . . . . . . . . .. . . . . . . . Jon Shafran (Alt)

Jim Brooks (D) . . . . . . . . . . . . . . .. . . . Vincent Bettina (Alt)

Angelo Ferrante (D) . . . . . . . . . . . . . . . . Peter Nurzia (Alt)

NAHB LIFE DIRECTORS

Bob Hankin Rubin Shafran (retired) John Steinberg

NAHB Build PAC Trustee

Jon Shafran Jim Brooks (Alt)

GENERAL COUNSEL

Hanig & Schutzman, Attorneys at Law

Rider, Weiner & Frankel, P.C.

Mr. Handyman of Eastern Orange County NY 845-674-9222

Bob Merkl

Thank You For Your Renewal!

American Drywall, Inc.

Blooming Grove Stair Company

Carrier Construction, Inc.

Central Hudson Gas & Electric

Eco Tech Spray Foam Inc.

Elite Kitchens of the Hudson Valley, Inc.

Goldens Bridge Unit Step Co., Inc.

Hanig & Schutzman, Attorneys at Law, LLP

John M. Hartel & Co. Inc.

K. Hovnanian Companies

Kohler Company

Lyn Warren Landscaping

Martell Home Builders

Page 3 December 2010

Membership Matters

Your NAHB membership includes a plethora of legal re-sources...Please view the flyer at http://www.nahb.org/fileUpload_details.aspx?contentID=24219

Some consultations and research are completely FREE and provided by NAHB’s legal department. They are not meant to take the place of your attorney and cannot litigate for you, yet… for quick, free advice... you can’t beat it!

For Builder Members your NYSBA membership includes a plethora of rebates...cold, hard cash in your hand. www.hbarebates.com/nysba is the site dedicated to educating the Builder Member regarding these rebates. Check it out as rebate checks are written on a quarterly basis!

Modern Cottage

Olympia Development Companies

Ornstein Leyton Company

P.C. Richard & Son Builders Division

Paul Nebrasky Plumbing, Heating & Cool-ing, Inc.

Prestige Builders

Ring's End Lumber

The Ruby Group

The WARJAM Group Ltd.

Thom Woglom Construction LLC

Universal Forest Products

William Raveis New Homes


Nominations Committee Proposed Slate for 2011

Officers 2010 (not to exceed 30) Officers 2011

President Pete Nurzia President Pete Berman

1st VP Bob Merkl 1st VP Bob Merkl

2nd VP vacant 2nd VP Jim Brooks

3rd VP Jim Brooks 3rd VP Kevin Gremli

Secretary Tom Szczepaniak Secretary Tom Szczepaniak

Treasurer Tom Tripodianos Treasurer Tom Tripodianos

Past President Angelo Ferrante Past President Pete Nurzia

Board of Directors 2010 Board of Directors 2011

Jon Shafran Dory Alport Luke Regier Jack Cina

Vincent Bettina Rich Savino Shy Cohen Ben Mills

Kevin Gremli Barb Colurciello John Makovic John Kelly


Peter Berman Jack Cina Eric Abraham Brian Mathews

Shy Cohen Ben Mills Kurt Kuehner Mark Heinsman

Luke Regier John Kelly Angelo Ferrante Dory Alport


Eric Abraham Don Badgley Rosemarie Pilatti Joseph Catania

Kurt Kuehner Brian Mathews Chris Memmalar Barbara Colurciello

Joseph Catania Mark Heinsman Jon Shafran Don Badgley

Life Directors

Dan Amatuzzo Sr. Ed Deverman Dean Dutcher Bob Hankin

Jerard Hankin Bob Merkl Ian Rieger Steve Rieger

Louis Ritter Rubin Shafran Steve Reineke John Steinberg

David Stenger Nick Zaharchuk Vinnie Bettina

HV Build PAC Chairman

Pete Nurzia (Past President)

December 2010

Nominations Committee Proposed Slate for 2011

NYSBA Directors & Alternates

1. Rich Savino Alt: Steve Rieger

2. Rosemarie Pilatti Alt: Pete Nurzia

3. Tom Szczepaniak Alt: Bob Merkl

4. Jon Shafran Alt: Angelo Ferrante

NYSBA PAC Trustee:

Angelo Ferrante (Alt: Jon Shafran)

NYSBA Legal Defense Trustee:

Jim Brooks (Alt: John Steinberg)

NAHB Directors & Alternates:

Rosemarie Pilatti Alt: Pete Berman

Jim Brooks Alt: Pete Nurzia

NAHB Life Directors

Bob Hankin John Steinberg Rubin Shafran (retired)

NAHB Build PAC Trustee:

Rosemarie Pilatti Alt: Jim Brooks

General Counsel

Hanig & Schutzman, Attorneys at Law

Rider, Weiner, Frankel PC

Starting This Issue: A New Focus From Eye on the Economy

Page 6 Regional Builders Report

Beginning with this issue, Eye on the Economy will provide the latest economic and housing policy news, analysis and studies on NAHB’s free, new housing and economics blog, Eye on Housing.

No longer presented as a bi-weekly column, Eye on the Economy is a digest of the latest postings on Eye on Hous-ing, with links to expanded commentary and analysis by NAHB Chief Economist David Crowe and NAHB econo-mists Robert Denk, Robert Dietz, Paul Emrath, Peter Grist and Bernie Markstein.

We here at the BAHV will bring you more a more Regional Eye on the Economy in future issues of the Regional Builders Report.

U.S. economy is just bumping along the bottom

By John W. Schoen The U.S. economy may technically out of recession. But in most parts of the country, it's still just bumping along the bottom. Click here to read more….

Mixed Notes

RICHARD F. LIBERTH RE-APPOINTED TO THE COMMITTEE ON CHARACTER

AND FITNESS

Richard Liberth, a senior partner at the law firm of Tarshis, Catania, Liberth, Mahon & Milligram, has been re-appointed as a member to the Committee on Char-acter and Fitness for the Ninth Judicial District. Mem-bers of this Committee are appointed by the Appellate Division and are responsible for investigating the char-acter and fitness of applicants in the district for admis-sion to practice as attorneys and counselors-at-law in the courts.

Letter from the President

November General Membership Meeting Recap

Greetings BAHV Members:

This is my last message to you as President of our vital organization. I have been honored to serve for the 2010 calendar year and I know you will wel-come and support the leadership that will preside for 2011. Key messages that I want to leave you with:

1. Short-term outlook: A number of factors should help the housing market move forward in the near term. Over the past couple of years, there has been pent-up demand – people have doubled up and moved in with family and friends during the recession.

We anticipate that low mortgage rates, stabilizing home values and these demographic trends should result in more households enter ing the housing market in the coming months.

Long-term outlook: As household formation rates return to nor mal, the prospects for housing are much brighter. NAHB econo mists project that the industry will need to deliver 16 million homes over the next decade just to keep pace with demand.

2. Main industry challenges: NAHB’s top priority is opening up the lines of credit for new housing production; and Resolving problems with the appraisal process.

I hope to see you at the Holiday Party on December14th at Villa Borghese.

Sincerely,

Pete Nurzia


Pete Nurzia, President: Nurzia Construction

The Builders took a seat as the speed networking began. The event was productive and many business cards were exchanged. Positive feedback was received so please roll up your sleeves and get involved! We need you

passing out your business cards and building your relationships at these events. See you at the Holiday Party where our slate of nominations will be presented.

Thank you again to our November Meeting Sponsor:

Please visit our website at www.hvbuilder.com

for more information.

At your service, Pete Nurzia, President


December 2010 Sun Mon Tue Wed Thu Fri Sat

1 2 3 4

5 6 7 BOD Breakfast 8am

Multi Committee meeting 10am

8 9 10

NYSBA BOD in NYC

11

12 13 14 BAHV Holiday Party 6p-9:00p

Villa Borghese

15 16 17 18

19 20 21 22 23 24

BAHV closed

25

26 27 28 29 30 31

BAHV closed

January 2011

Sun MonM Tue Wed Thu FFri SSat

1

2 3 4 5 6 7 8

9 10 11 12 NAHB

13 International

14 Builders show

15 Orlando, Florida

16 17 18 4pm Board 6pm GMM

19 20 21 22

23 24 25 NYSBA REF

26 NYSBA REF

27 28 29

30 31

Builders Association of the Hudson Valley Meeting/Event Reservation Form


Villa Borghese

70 Widmer Road


6:00—8:00 p.m.

Open Bar, Carving Stations, Pasta Stations, Hors D’Oeuvres

8:00—9:00 p.m.

Dessert & Coffee

Attendees_____________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

Amount: $_____________

Need committee information - I want to serve on a committee

Total Due for all reservations...................................................................$_________ Check Enclosed ______ Credit Card Information Below ______ Contact Person _______________________________________________________ Company ______________________________________Phone_________________ Email Address _________________________Cardholder______________________ VISA #______________________________________________________________ M/C #_______________________________________________________________ AMEX #_____________________________________________________________ Expiration Date________________________________________________________

eMail your reservation form to [email protected] or fax your form to (845) 567-1166


The 2011 Builders Guide and Index is underway. On December 2nd, you receive an email from Rachel Neuhaus with your current listing, and your user name and password to log on to your Member Record should you wish to change your list-ing or contact information. If you did not receive this email and would like to confirm your listing, please call the BAHV office at 845.567.6600. Member Re-cords need to be updated and complete by December 15th for publication. Directory Advertising opportunities are still available. If you are interested in ad-vertising, please contact Rachel, at [email protected]. The 2011 Directory will have a wider distribution, broader appeal and greater value than every before. Don’t miss the opportunity to advertise!


2011 Builders Guide

December 2010

In The News

HOME TOWN HERO

Phillip E. Goldstein, CPA and Benjamin Mills, CPA of Goldstein Lieberman & Company LLC talked baseball with Brian Cashman, General Manager of the New York Yankees

FOR IMMEDIATE RELEASE At the RBA dinner held November 18th, Partners Phillip E. Goldstein a New York Met fan and Benjamin Mills a New York Yankee fan not only connected with Brian Cashman the General Man-ager of the New York Yankees, they learned information that really hit home. They discovered that Mr. Cashman is a native of Orange County, New York. Both Mr. Goldstein and Mr. Mills live in Orange County.

“I was surprised to learn that Mr. Cashman’s family was very involved in harness racing,” remarked Mr. Gold-stein. Goshen is known as “home of the trotters” and houses the Trotting Horse Museum and Hall of Fame as well as an historic harness racing track.

According to Brian he was born in the town of Washingtonville, New York, where he lived in a home on Sarah Wells Trail he attended school through seventh grade in the town. After that his family moved to Lexington, Kentucky. His father raised standard-bred horses for harness racing...During Cashman's tenure, the Yankees have won seven American League pennants and four World Series championships.

Goldstein Lieberman & Company LLC, traces its roots back to 1946, as a full service Public Accounting and Business Development Firm organ-ized to specifically address the needs of closely held businesses and their owners. We maintain our deep commitment to providing outstanding

results through personalized service delivered within a family friendly culture.

BENJAMIN MILLS, CPA, NAMED RISING STAR

FOR IMMEDIATE RELEASE: Phillip E. Goldstein, managing partner of Goldstein Lieberman & Company LLC, is proud to announce that Benjamin Mills, CPA, partner at the firm has been called a Rising Star by Leader-ship Orange, the Junior League of Orange County, N,Y. and the Orange County Chamber of Commerce.

In addition to his position of leadership at the region’s fastest growing accounting firm, Mr. Mills was recognized for his pivotal role creating the Goldstein Lieberman & Company Cares Program. Established during the reces-sion to encourage other businesses not to cut back on contributions to charities during the downturn, the Gold-stein Lieberman & Company Cares program now makes a significant donation to a different organization each month.

Mills is committed to serving the community. He is a board member of the Boy Scouts of America’s Hudson Val-ley Chapter and a member of the Community Foundation of Orange and Sullivan’s Professional Advisor’s Coun-cil. He served a year-long term as president of the New York State Society of Certified Public Accountants, Mid Hudson Chapter (NYSSCPA-MHC) and was credited by members of the group for excellent guidance during the nation’s financial crisis. He also serves on the Hudson Valley Builder’s Association’s board of directors. Mr. Mills resides in Montgomery, New York.

Goldstein Lieberman & Company LLC, traces its roots back to 1946, as a full service Certified Public Accounting and Business Advisory Firm organized to specifically address the needs of closely held businesses and their owners. We maintain our deep commitment to providing out-

standing results through personalized service delivered within a family friendly culture. The Firm has operated in the New York and

New Jersey marketplace since its inception.

For more information about Goldstein Lieberman & Company LLC, contact Phillip Goldstein, CPA at 800-839-5767 or [email protected] or visit www.glcpas.com.


In The News

VHB Expands in New York with Addition of Saccardi & Schiff

White Plains‐based firm will expand VHB’s planning expertise

Watertown, Mass., (October 19, 2010) – Vanasse Hangen Brustlin, Inc., a leader in providing planning, design, and engineering services, announces that effective October 18, 2010, Saccardi & Schiff, Inc.—a White Plains, New York planning and development firm— joined forces with its New York entity, VHB Engineering, Surveying, and Landscape Architecture, P.C. (VHB). “By joining forces with Saccardi & Schiff, we are strengthening our planning capabilities in New York, and deliver‐ing on our strategic plan to build regional prominence by expanding our presence in this important market,” said Tom Lucivero, Vanasse Hangen Brustlin senior principal and northeast regional manager. In addition, Lucivero noted, Saccardi & Schiff, which will operate as VHB, brings strong local knowledge, as well as an in‐depth and comprehensive understanding of the markets in Westchester and Fairfield Counties and on Long Island. The acquisition combines the planning talent of Saccardi & Schiff with the engineering, land development, and environmental experience of VHB. Together, the firms are better positioned to provide clients with a broader range of services. Saccardi & Schiff is a 16‐person, multi‐skilled planning and development consulting firm. For more than 20 years, the firm has provided communities, property owners and not‐for‐profit organizations with practical and imple‐mentable planning solutions. “Joining with VHB is an exciting opportunity for our team,” said David Schiff, who played a key role in establish‐ing Saccardi & Schiff. “We’ve been fortunate to collaborate with VHB on many projects in the past and now com‐bining our offerings helps us provide integrated services to our clients. The additional services also mean we are fully equipped to bring projects through planning to completion.” VHB’s expansion into White Plains adds to the company’s existing presence in New York. VHB also has offices in Hauppauge and Albany. “We see New York as a significant area for growth. Our continuing goal is to expand our skills and offerings to create a powerful and complete range of integrated services for our current and future clients in New York and in our other east coast locations,” said Bob Brustlin, Vanasse Hangen Brustlin president and CEO. As VHB, the firms will provide clients with a portfolio of services that include: comprehensive planning, design and engineering services; urban planning; land planning; market analysis; community and housing design; land‐scape architecture; transportation planning and engineering; site/civil and utilities engineering; environmental studies, permitting, monitoring and restoration; and water resources. About Vanasse Hangen Brustlin, Inc. Watertown, Massachusetts‐based Vanasse Hangen Brustlin, Inc. is a 900‐person firm that provides integrated transportation, land development and environmental services from 19 offices along the east coast. Engineering News‐Record ranks Vanasse Hangen Brustlin 82nd of the Top 500 U.S. Design Firms and among the Top 50 Transportation Firms in the Nation. CE News magazine consistently ranks Vanasse Hangen Brustlin among the Best Civil Engineering Firms to Work For in the U.S. For more information, visit www.vhb.com. Continued on

December 2010

THE RUBY GROUP STARTS CONSTRUCTION

OF NEW HEADQUARTERS BUILDING IN GOSHEN Construction company quickly rebounds from February fire that destroyed its offices

Goshen, N.Y. (Nov. 19, 2010) - The Ruby Group, a Goshen, N.Y.-based development, consulting and construc-tion-management company, recently started work on a new headquarters that replaces offices gutted by a fire during February. The new building is expected to be completed early next year.

"The fire made for a challenging spring and summer working at home and in temporary trailers, but we were able to complete planning and start construction on the new building about eight months after the fire, which is a quick turnaround for a project like this," said Pete Berman, a principal in the family-owned company.

"A combination of off-site data backups and help from our vendors turned what could have been a disaster into a non-event," Berman said. "We were open in a temporary space the first business day after the fire, which is remarkable. Work on all of our projects continued without interruption, and our clients probably wouldn't have known about the fire unless they read about it in the newspaper. The fire might have put some companies out of business, but we survived and came out stronger than ever because we were prepared to recover our data and records."

The 4,200-square-foot building along Route 17A will be a handsome, two-story structure designed to reflect the pre-war homes, barns and farmhouses in the Goshen area. It features a combination of architectural shingled, pitched roofing and flat rubber roofing, along with metal roofing used on accent roofs; clapboard siding and cov-ered entrances. The Ruby Group will occupy the upper level, which has five personal offices, two bathrooms, a conference room, storage and server rooms, a kitchen and a building-products showroom.

The lower level, with doors and parking facing Route 17A, can accommodate up to four businesses. One space has been pre-leased and 1,400 square feet of additional retail-office space is available for lease.

The Ruby Group is a pioneer in Green Construction, and the company put this experience to use in its new headquarters. Green features include waterless urinals; high-efficiency, spray-foam insulation; an insulated attic and heat-recovery ventilators on mechanical equipment. Berman said the building's architect, Bill Pendergast of Central Valley, N.Y.-based Pendergast & Terach, helped design the building to meet The Ruby Group's needs within the existing building footprint.

"The architects and engineers did an outstanding job working within the budget and developing space that fit our style of work," Berman said. "They helped us include some of the newest developments in construction and en-ergy efficiency, which will make our building a showcase demonstrating to clients how Green Building works."

The Ruby Group's planning and construction experience helped to keep the company moving towards rebuild-ing. "One thing that helped us rebound from the fire so quickly was the fact that we knew which architects we wanted to work with and how we wanted them to design the new building," Berman said. "Our understanding of the zoning code helped us start drafting plans shortly after the fire and begin working with the Planning Board to secure the permits we needed to start construction."

Continued on


In The News Craig Thomas Pest Control For Immediate Release: November 9, 2010 Contact: Sarah Thomas 845-229-6833 [email protected]

Craig Thomas Pest Control wins Small Business Award

CTPC recognized by The Dutchess County Economic Development Corporation November 9, 2010 - Hyde Park, NY - Craig Thomas Pest Control is pleased to announce they have been awarded a Business Excellence Award from The Dutchess County Economic Devel-opment Corporation for Small Business of the year. Last Wednesday, November 4, 2010, DCEDC recognized the achievements of local employers in agricultural, small business, manufacturing, entrepreneur, innovation, nonprofit and tourism categories. Craig Thomas Pest Control's diversification strategy in a down economy grasped the attention of The Dutchess County Economic Development Corporation. Agency President John MacEn-roe said, "In a down economy, they saw the opportunity to expand and launched a whole new line of business. Branching out into new areas of business is brilliant." Craig Thomas, owner of Craig Thomas Pest Control believes his company's mission is to help customers solve environ-mental issues while protecting their health and property. Thomas, credits new services as the forceful factor behind the companies 30 percent growth in 2009. "Increase growth allowed us to better serve our customers needs and the opportunity to increase employment throughout the Hudson Valley. I am proud of my staff and the forty plus families I am able to provide for, said Craig Thomas." New services included Gutter Protection, Home Repair, Nuisance Wildlife and T.A.P. Insulation. T.A.P. Insulation is the first product to add pest control performance with thermal benefits of sta-bilized cellulose insulation, while reducing high energy bills due to under-insulation. Craig Tho-mas' Nuisance Wildlife Division protects against bats, moles, snakes, skunks and more. The new-est division, Structural and Home Repair provides exclusion and replacement of pest damage along with other home improvement needs. Craig Thomas Pest Control offers residential, commercial, institutional and industrial pest man-agement services along with structural repair and nuisance wildlife services to Dutchess, Or-ange, Sullivan, Ulster, Columbia, Greene, and Rockland Counties. For more information regard-ing Craig Thomas Pest Control, contact us at 1.800.255.6777, email, visit our website, Facebook or Twitter. Continued from Page 12…

About Saccardi & Schiff, Inc. Saccardi & Schiff, Inc. provides planning and development consulting services to public, private and not‐for‐profit clients. Sac‐cardi & Schiff is a multi‐skilled planning and development consulting firm with more than 20 years of experience providing communities, property owners and not‐for‐profit organizations with practical and implementable planning solutions. The firm’s client list is replete with long‐standing relationships built on attention to detail and responsiveness to client needs. The firm prides itself on its ability to provide creative solutions, reports and analyses, often under time‐sensitive situations.

December 2010

Housing is Manufacturing, Manufacturing is Economic Development

Did you know…..

That your ad has the potential of reaching 31,000 + member employees and members?

That your ad has the potential of reaching an unlimited and unknown amount of new cus-tomers who visit our website?

That your ad HERE makes good business sense? Oh yes! Send your ad to

[email protected] today!

In The News Cont... Continued from Page 13

About The Ruby Group

The Ruby Group, based in Goshen, N.Y., is a development, project management, general contracting and consult-ing firm serving the residential and commercial sectors. Ruby Homes is dedicated to building feature-rich, high-quality homes with personalized service. Ruby Homes is among the small percentage of homebuilders to receive top-level Platinum LEED certification for a single-family home. Ruby Consulting provides expert speakers and full-service management consultation with a focus on construction operations, marketing and business development. Ruby Construction Services serves professional investors, financial institutions and land owners developing com-mercial, mixed use, or large scale residential projects. The Ruby Group also manages modular-construction pro-jects, provides student-housing expertise and purchases, renovates and resells foreclosed properties. For more information, visit www.rubygrp.com or call (845) 651-3800.

About Pendergast & Terach

Pendergast & Terach is an Orange and Rockland County-based architectural firm that has extensive experience designing a wide variety of projects. P&T's team is familiar with all types of construction projects and has experi-ence with the requirements for the design and development of projects for public and private bidding. Pendergast & Terach's team concept provides highly skilled professionals who bring a wealth of knowledge and expertise to a project and, when combined, can respond to all phases of work in a timely and efficient manner. P&T's team has a complete understanding of related projects, fast-track schedules and familiarity with the needs of the client for providing documentation for the successful completion of work. The firm has a reputation for delivering projects on time and on budget. For more information about Pendergast & Terach visit http://ptarchitectural.com.


Government Affairs

Plan to cut mortgage deduction stirs housing industry’s K Street machine From: THE HILL By: Kevin Bogardus- 11/17/10 07:25 PM ET The debt commission’s draft proposal to either reduce or eliminate the mortgage interest tax deduction will face a lobbying onslaught from a trio of powerhouse business associations. The National Association of Realtors, the National Home Builders Association and the Mortgage Bankers Associa-tion would see their member companies hurt significantly if the proposal were to become law. All three have con-tributed millions of dollars in political donations to lawmakers on both sides on the aisle and retain lobby firms con-nected to influential Republican and Democratic lawmakers. Lobbyists for some of the groups told The Hill that they have already begun to reach out to lawmakers, expressing their opposition to reducing the mortgage tax deduction. And with more than 120 new members entering Con-gress next year, the trade groups will have to embark on an aggressive education campaign to secure more allies. “We would certainly go to the mat if this gets traction as the debate rolls forward,” said Bill Killmer, senior vice president of legislative and political affairs for the Mortgage Bankers. One lobbyist monitoring the debt commission’s work predicted “war” from the trade groups if the panel recom-mended reducing the tax deduction. “They will use their political muscle to make this very uncomfortable for a lot of folks,” said the lobbyist. That muscle is considerable. The Realtors, for example, spent more than $7.1 million on campaign ads, direct mail and consulting services in support of lawmakers during the 2010 elections, according to Federal Election Commission records. In addition, the group gave about $2.9 million in contributions to lawmakers during the midterm campaign, with 58 percent of that sum going to Democrats, according to the Center for Responsive Politics (CRP). The Realtors have also already spent more than $12.7 million on lobbying so far this year, according to disclosure records. The trade group has Quinn Gillespie & Associates and PricewaterhouseCoopers on its lobbying roster. At stake is a huge tax incentive widely used by homeowners. The Office of Management and Budget has estimated that the federal government lost almost $92.2 billion in tax revenue from the mortgage interest tax deduction this year. That figure is expected to rise in coming years, reaching more than $104.5 billion in 2011.

Those estimates have made it a juicy target for budget hawks who want to pare down the national deficit. Econo-mists, too, have taken aim at the tax deduction, saying it typically only helps the richest in the country and encour-ages them to buy larger homes, behavior that had a hand in the foreclosure crisis. Mark Robyn, staff economist at the Tax Foundation, called the deduction an “artificial preference for capital.” “Because that housing industry has a tax preference, it encourages investors to invest in that industry more than tech, research and development,” Robyn said.

December 2010

Last week, the co-chairmen of President Obama’s deficit commission — former Clinton White House chief of staff Erskine Bowles and ex-Sen. Alan Simpson (R-Wyo.) — released their draft report of recommendations. They pro-posed two options for the mortgage interest tax deduction: either eliminate it or cap it for mortgages worth no more than $500,000, instead of the current $1 million limit. They also proposed ending deductions for second residences and home equity loans. Though the final deficit reduction report is not expected until December, lobbyists for the trade groups say they are not working to influence the panel’s end product. Many said they found the commission to be unreceptive to their arguments. “If this wasn’t so irresponsible, it would be laughable,” said Jerry Howard, CEO of the Home Builders. The Home Builders have given almost $1.6 million to lawmakers during the 2010 cycle, with 60 percent of that going to Republicans, according to CRP. They are also not shy about lobbying — spending roughly $1.7 million so far this year— and have several outside firms registered to lobby for them, including Baker Hostetler and Clark Lytle & Geduldig, which has ties to the incoming House Republican leadership. Howard called the tax deduction “one of the pillars of our economy” and said reducing it would harm the middle class and housing prices. “The timing of it couldn’t be worse. You have had a housing market and a financing market that has been in a state of depression. It is just now starting to show signs of a recovery,” Howard said. Trade group lobbyists said they would focus their fire on Capitol Hill, and have already begun to reach out to new lawmakers elected just a few weeks ago. Ultimately, members of Congress will have to vote on the debt commis-sion’s spending-cut recommendations, presuming 14 of the 18 debt panel members sign off on them. campaign to secure more allies. “We will see what the final report looks like, but clearly there is a lot of conversation going on about this. We will continue to educate members of Congress and their staff,” Killmer said. The Mortgage Bankers have spent almost $2.1 million on lobbying so far this year and have given more than $590,000 to lawmakers during the 2010 campaign, 51 percent of that going to Republicans, according to CRP. Like Killmer, others are waiting for the commission’s final report to come out. “Since this is only a draft and not anything official, [the Realtors] does not have any comment until there is some-thing substantive. For the record, we oppose any change at all in the mortgage interest deduction,” said Lucien Salvant, managing director of public affairs for the Realtors. Nevertheless, some of the trade associations have already begun discussing a paid advertising campaign directed at retaining the tax deduction. That could also include revving up a grassroots effort and having fly-in visits to Wash-ington by the groups’ members, as well as waging letter-writing campaigns to lawmakers. “I think all of those could be deployed if this turns into a direct debate,” Killmer said.

Government Affairs Continued...

NATIONAL NEWS HUD ANNOUNCES PILOT PROGRAM TO HELP HOMEOWNERS PAY FOR ENERGY IM-PROVEMENTS TO HOMES U.S. Housing and Urban Development (HUD) Secretary Shaun Donovan announced a new pilot pro-gram that will offer credit-worthy borrowers low-cost loans to make energy-saving improvements to their homes. Backed by the Federal Housing Administration (FHA), these new FHA PowerSaver loans will offer homeowners up to $25,000 to make energy-efficient improvements of their choice, including the instal-lation of insulation, duct sealing, doors and windows, HVAC systems, water heaters, solar panels, and geothermal systems. More homeowners are interested in making their homes energy efficient, according to industry fore-casts. Yet options are still limited for financing home energy improvements, especially for the many homeowners who are unable to take out a home equity loan or access an affordable consumer loan. HUD today published a notice seeking the participation of a limited number of mortgage lenders in the two-year pilot program slated to begin in early 2011. “PowerSaver provides lenders with a new product option to serve a potentially growing market,” said David H. Stevens, FHA Commissioner. “We believe there are a number of lenders who will be inter-ested in working with us to help save energy and money for homeowners, while creating jobs and cut-ting greenhouse gas emissions” Lenders will be selected to participate in the PowerSaver pilot based on their capacity and commit-ment to provide affordable home energy improvement financing. Lenders will be required to serve communities that have already taken affirmative steps to expand home energy improvements. HUD will help lenders identify such markets – which exist in many suburban, rural and urban areas across the country. To read the full text of FHA’s notice, visit HUD’s website.

STATE/REGIONAL NEWS NEW YORK STATE CONSTRUCTION INDUSTRY FAIR PLAY ACT WEBINAR VIDEO The Construction Industry Fair Play Act went into effect on October 26, 2010. NYSBA held an Infor-mational Webinar with Kevin M. Doherty, Esq. on October 22, 2010. For those of you who were un-able to attend this Webinar and/or who would like to review the content, the Webinar is up on NYSBA’s YouTube Channel. Please follow the following links to access the Webinar: Part One: Construction Industry Fair Play Act Webinar Part 1 of 4 Part Two: Construction Industry Fair Play Act Webinar Part 2 of 4 Part Three: Construction Industry Fair Play Act Webinar Part 3 of 4 Part Four: Construction Industry Fair Play Act Webinar Part 4 of 4 Click here for a copy of the Construction Industry Fair Play Act PowerPoint Presentation.


December 2010

ORANGE COUNTY SOME EDUCATIONAL OPPORTUNITIES December 3rd Follow the Waters 10 a.m. to 3:30 p.m. This workshop will provide an overview of selected Federal, State, and local laws affecting water resources management, in the context of several case studies about local watersheds, and is designed for interested decision-makers and citizens with no formal legal training. This is a pilot workshop being presented by the Hudson Valley Regional Council in collaboration with the Water Law Clinic and Cornell University Law School, and is being implemented in close partnership with the New England Interstate Water Pollution Control Commission, the NYS DEC Hudson River Estuary Pro-gram, and the Quassaick Creek Watershed Alliance, with the support of the Orange County Depart-ment of Planning. and made possible through financial support from the New York State Environ-mental Protection Fund. Location: Plum Point, New Windsor NY FREE Contact: Simon Gruber, [email protected] or (845) 534-5622. Space is limited, so registration must be confirmed with Simon; details and directions will be provided to confirmed registrants 13th Water Resources and the Regional Economy 8:30 a.m. to 4:00 p.m. The conference seeks to create a shared understanding of the challenges and opportunities confront-ing the Hudson Valley as we manage our water resources, and will foster a dialogue among the many partners whose engagement can help us move forward in a positive direction for the benefit of the region, its watershed and its people. We will look for opportunities to both support the economy and conserve the environment, recognizing the many ways that water contributes to human wellbeing. The conference will focus on two key questions: 1) How can our water assets and infrastructure be part of a strategy for economic prosperity and quality of life in the Valley? and 2) What actions do we need to take to safeguard our unique water assets so they are sustained and not depleted? #5 conference fee includes lunch and all conference sessions; register by November 29th Contact: [email protected] or call (845) 256-3016; Email [email protected] for a flier and registration form January 2011 20th Green Infrastructure 8:30am to 4:30pm Part of the 2010-2011 Stormwater Management Training Series sponsored by Cornell Cooperative Extension Orange County Email [email protected] for a flier

Continued on Page 19


Continued From Page 19 February 2011 8th Design of Filtering & Infiltration SMP’s 8:30am to 4:30pm Part of the 2010-2011 Stormwater Management Training Series sponsored by Cornell Cooperative Extension Orange County Email [email protected] for a flier March 2011 8th Stormwater Design on Re-Development Projects 8:30am to 4:30pm Part of the 2010-2011 Stormwater Management Training Series sponsored by Cornell Cooperative Extension Orange County Email [email protected] for a flier April 2011 6th Stormwater Retrofit Planning & Design 8:30am to 4:30pm Part of the 2010-2011 Stormwater Management Training Series sponsored by Cornell Cooperative Extension Orange County Email [email protected] for a flier 9th, 10th, 11th, and 12th National Conference of the American Planning Association Saturday through Tuesday In 2011, APA's National Planning Conference will spotlight regional success stories--the exciting pro-jects and new ideas that are taking root in the Northeast. More than 300 sessions and workshops will offer something for everyone, including discussions of reclaiming highways, statewide smart-growth initiatives, the impact of sea level rise on cities, stabilizing neighborhoods hit by foreclosure, postin-dustrial cities, and redeveloping waterfronts. Registration opens in December 2010--planners holding AICP certification will be able to complete many of their required CM credits at this conference. This event will continue to be updated in future postings--watch this space or email Megan Tenner-mann at [email protected] for more information.

ULSTER COUNTY

KINGSTON GETS NO PROPOSALS FOR KING'S INN SITE The city has not received any development proposals for the vacant former King’s Inn despite ac-tively seeking out builders to submit ideas for the Midtown property. “It is discouraging,” Mayor James Sottile said. “There were a lot of ideas expressed during the proc-ess, but unfortunately, we have not received any official (proposals).”

December 2010

The deadline for submitting proposals was Wednesday. Sottile has said he wants the King’s Inn, which most recently was used to house homeless clients of the Ulster County Department of Social Services, to be demolished next year. The city may wind up pay-ing for the work, the mayor said, though he added he will reach out to other agencies in attempt to avoid that cost. “We need to move to raze the buildings,” Sottile said. “I think (by having them there) sends a poor message to the community. ... It is a safety hazard.” The motel, built in 1964, was shut down in 2007 after building inspectors found numerous code viola-tions. Salzmann said some developers who picked up “request for proposals” documents regarding the King’s Inn site told him the were discouraged by the condition of the property and the tough economy. The city seized the King’s Inn property in July because the owner has failed to pay taxes on the site. This is an opportunity I wanted y’all to see again. Let me know if anyone has any ‘inside skinny.’ (Daily Freeman)

WESTCHESTER COUNTY COUNTY STEPS IN TO BUILD AFFORDABLE HOUSING IN LARCHMONT Westchester County plans to develop 46 additional units of affordable housing near the Palmer Avenue train station that will help satisfy a federal housing desegregation settlement. The county is working with Elmsford-based builder Wilder Balter Partners to develop the units at 2101-2105 Palmer Avenue, using a project already approved in 2008, village officials said. The original developer, Esposito Builders, won approval from the Planning Board in 2008 to build 51 units, with 46 to be sold at market rate and the remaining five set aside for moderate-income tenants who work in Larchmont. The county's new plan is to build all 51 units as affordable housing. The revised project does not need additional board approval, officials said. Last year, Westchester agreed to spend $52 million on building 750 affordable-housing units in mostly white, affluent areas after the Anti-discrimination Center sued the county, accusing it of accepting fed-eral housing aid without building affordable units in those communities. Communities that have to build such housing under the settlement have been identified as places where less than 3 percent of the population is black and less than 7 percent is Hispanic. So far, the federal monitor has approved plans for a total of 14 units in Yorktown, Pleasantville and Briarcliff Manor, as well as 18 units in Rye. (Journal News)

And The Question Is….


In each issue of the BAHV Newsletter, Thomas S. Tripodianos, Esq. will provide our members with answers to their commercial litigation, real estate and construction law questions. Past articles may be found by visiting www.wbgllp.com.

Thomas S. Tripodianos is a partner at the law firm of Welby, Brady & Greenblatt, LLP. Welby, Brady & Greenblatt, LLP emphasizes the practice of Construction Law, representing general contractors, subcontractors, sureties, developers, owners, suppliers, engineers, homeown-ers and other entities connected with the construction industry in transactions, litigation, arbitration, mediation, public and private construction contracts, mechanics liens, surety law and environmental law. Welby, Brady & Greenblatt, LLP has its principal office in White Plains, New York, and also has offices in New Jersey and Connecticut. Mr. Tripodianos resides in Orange County.

Question. The two managers of an limited liability company disagreed about the construction work performed on the property and the hiring of one manager's construction business to perform the work, and they did not hold regular meetings or achieve quorums. However, the operating agreement did not require regular meetings or quorums, and the managers communicated with each other on a regular basis without the formality of a no-ticed meeting. Also, the dispute between the managers was not inimicable to the development of the property. The manager who did not own the construction business never objected to the quality of the work, but only to its expense. Furthermore, the work was nearly complete when the dissolution proceeding commenced, and the manager who had objected to its expense approved and praised it. Was dissolution of the limited liability com-pany, which was formed to purchase property, rehabilitate an existing building, and build a second building for commercial rental warranted.?

Answer. No. Dissolution of limited liability company (LLC) was not warranted.

REOwnerLLC was formed and two membership certificates for 50 units each were issued respectively to Mem-berCR and MemberOS. On the same date that the membership certificates were issued, an operating agreement was executed by MemberOS and MemberCR. The operating agreement provided for two managers; ManagerVH, who was a member of MemberOS, and ManagerJK, who was a member of MemberCR. Each member of REOwn-erLLC contributed 50% of the capital which was used to purchase the subject premises (hereinafter the prop-erty). REOwnerLLC was formed to purchase the property, rehabilitate an existing building, and build a second building for commercial rental (hereinafter Building A and B, respectively).

It was agreed by ManagerVH and ManagerJK that they would solicit bids from third parties to perform the neces-sary demolition and construction work to complete the project. ManagerVH, who owns his own construction company, ManagerVH Construction (hereinafter VHC), was permitted to submit bids for the project, subject to the approval of the managers.

MemberOS alleges that when there were no bona fide bidders, the managers agreed to allow VHC to perform the work, while MemberCR maintains that VHC began demolition and reconstruction on Building A without ManagerJK's consent. ManagerJK claimed that VHC did not have the proper equipment to efficiently do the exca-vation and demolition work, causing the billing to be greater than necessary. ManagerJK claims that he agreed REOwnerLLC would pay VHC's invoice on the condition that it would no longer unilaterally do work on the site.

December 2010

Notwithstanding ManagerJK's demand, VHC con-tinued working on the site. Despite his earlier pro-tests, ManagerJK did nothing to stop it.

ManagerJK contended that tensions between Man-agerJK and ManagerVH escalated. ManagerJK as-serted that things could not continue as they were or else the project would not be finished in an eco-nomical or timely manner. ManagerJK claimed that ManagerVH refused to meet on a regular basis; that he proclaimed himself to be a “cowboy;” and that ManagerVH stated he would “just get it done.” Nevertheless, ManagerJK acknowledged that the construction work undertaken by VHC was “awesome.”

By April 2007, ManagerJK announced that he wanted to withdraw his investment from REOwn-erLLC. He proposed to have all vendors so notified telling them that ManagerVH was taking over the management of REOwnerLLC. As a result, Man-agerVH viewed ManagerJK as having resigned as a manager of REOwnerLLC.

Ultimately, ManagerJK sought to have MemberOS buy out MemberCR's membership in REOwnerLLC or, alternatively, to have MemberCR buy out Mem-berOS. In the interim, ManagerJK had his attorney send a “stop work” request to ManagerVH.

There ensued discussions regarding competing proposals for the buy-out of the interest of each member by the other. No satisfactory resolution was realized. Nevertheless, despite disagreement among the members during this difficult period, ManagerVH continued to work unilaterally on the site so that the project was within weeks of completion.

Article 4.1 of the operating agreement provides that “[a]t any time when there is more than one Manager, any one Manager may take any action permitted under the Agreement, unless the approval of more than one of the Managers is expressly required pursuant to the [operating agreement] or the [Limited Liability Company Law, hereinafter LLCL].”

Article 4.12 of the operating agreement entitled, “Regular Meetings,” does not require meetings of the Managers with any particular regularity. Meetings may be called without notice as the Managers may “from time to time determine.”

Article 7.4 of the operating agreement provides, “any matter not specifically covered by a provision of the [operating agreement], including without limitation, dissolution of the Company, shall be governed by the applica-ble provisions of the [LLCL].” Accordingly, dissolution of REOwnerLLC is governed by LLCL article VII.

MemberCR seeks the dissolution of REOwnerLLC. The sole ground for dissolution cited by MemberCR is dead-lock between the managing members arising from ManagerVH's alleged violations of various provisions of article 4 of the operating agreement. There was no allegation of fraud or frustration of the purpose of REOwnerLLC on the part of MemberOS, ManagerVH, and VHC. Continued On Page ‘26’

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And The Question Is...Continued from Page 23

ManagerVH, on behalf of his company and MemberOS, denied the allegations and set forth their claim that they did business in accordance with the operating agreement. ManagerVH alleged that the only significant dissension among the members arose from the inability of the parties to agree on a buy-out of each other's interest in REOwnerLLC. Significantly, ManagerVH al-leged, without dispute, that the renovation of Building A was within three to four weeks of completion when MemberCR sought dissolution.

ManagerVH also contended that, as a result of ManagerJK's resignation as a managing member, MemberCR could not reasona-bly claim that a deadlock existed. Moreover, there is no evidence that ManagerJK complied with article 4.8 of the operating agreement by submitting a written resignation. Nevertheless, by May 10, 2007, in anticipation of a buy-out of the MemberCR interest in the venture, the parties were operating as if ManagerVH was the sole managing member of REOwnerLLC. Indeed, throughout the negotiations for the buy-out, the renovation work on Building A continued.

LLCL 702 provides for judicial dissolution as follows:

“On application by or for a member, the Supreme Court in the judicial district in which the office of the limited liability com-pany is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the busi-ness in conformity with the articles of organization or operating agreement” (emphasis added).

Despite the standard for dissolution enunciated in LLCL 702, there is no definition of “not reasonably practicable” in the con-text of the dissolution of a limited liability company. While there are no New York cases which interpret and apply this stan-dard in the context of limited partnerships, it has been held to mean that, without more, disagreements between the partners with regard to the accounting of the entity are insufficient to warrant dissolution.

The court must first examine the limited liability company's operating agreement to determine, in light of the circumstances presented, whether it is or is not “reasonably practicable” for the limited liability company to continue to carry on its business in conformity with the operating agreement. Thus, the dissolution of a limited liability company under LLCL 702 is initially a contract-based analysis.

The operating agreement of REOwnerLLC does not contain any specific provisions relating to dissolution. It provides only in article 1.5 that “(t)he Company's term is perpetual from the date of filing of the Articles of Organization ... unless the Company is dissolved.”

ManagerVH, on behalf of his company and MemberOS, denied the allegations and set forth their claim that they did business in accordance with the operating agreement. ManagerVH alleged that the only significant dissension among the members arose from the inability of the parties to agree on a buy-out of each other's interest in REOwnerLLC. Significantly, ManagerVH al-leged, without dispute, that the renovation of Building A was within three to four weeks of completion when MemberCR sought dissolution.

ManagerVH also contended that, as a result of ManagerJK's resignation as a managing member, MemberCR could not reasona-bly claim that a deadlock existed. Moreover, there is no evidence that ManagerJK complied with article 4.8 of the operating agreement by submitting a written resignation. Nevertheless, by May 10, 2007, in anticipation of a buy-out of the MemberCR interest in the venture, the parties were operating as if ManagerVH was the sole managing member of REOwnerLLC. Indeed, throughout the negotiations for the buy-out, the renovation work on Building A continued.

LLCL 702 provides for judicial dissolution as follows:

“On application by or for a member, the Supreme Court in the judicial district in which the office of the limited liability com-pany is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the busi-ness in conformity with the articles of organization or operating agreement” (emphasis added).

Continued on Page 27...



Despite the standard for dissolution enunciated in LLCL 702, there is no definition of “not reasonably practicable” in the context of the dissolution of a limited liability company. While there are no New York cases which interpret and apply this standard in the context of limited partnerships, it has been held to mean that, without more, disagreements between the partners with regard to the accounting of the entity are insufficient to warrant dissolution.

The court must first examine the limited liability company's operating agreement to determine, in light of the circum-stances presented, whether it is or is not “reasonably practicable” for the limited liability company to continue to carry on its business in conformity with the operating agreement. Thus, the dissolution of a limited liability company under LLCL 702 is initially a contract-based analysis.

The operating agreement of REOwnerLLC does not contain any specific provisions relating to dissolution. It provides only in article 1.5 that “(t)he Company's term is perpetual from the date of filing of the Articles of Organization ... unless the Company is dissolved.”

MemberCR argues for dissolution based on the parties' failure to hold regular meetings, failure to achieve quorums, and deadlock. The operating agreement, however, does not require regular meetings or quorums (see REOwnerLLC operating agreement arts. 4.2, 4.13). It only provides, in article IV, § 4.12, for meetings to be held at such times as the managers may “from time to time determine.” The record demonstrates that the managers, ManagerJK and ManagerVH, communicated with each other on a regular basis without the formality of a noticed meeting which appears to conform with the spirit and letter of the operating agreement and the continued ability of REOwnerLLC to function in that context.

ManagerJK and ManagerVH did not always agree as to the construction work to be performed on the REOwnerLLC property. ManagerJK claims that this forced the parties into a “deadlock.” The court must consider the managers' dis-agreement in light of the operating agreement and the continued ability of REOwnerLLC to function in that context.

It has been suggested that judicial dissolution is only available when the petitioning member can show that the limited li-ability company is unable to function as intended or that it is failing financially. Neither circumstance is demonstrated here. On the contrary, the purpose of REOwnerLLC was feasibly and reasonably being met.

Here, a single manager's unilateral action in furtherance of the business of REOwnerLLC is specifically contemplated and permitted. Article 4.1 of the REOwnerLLC Operating Agreement states:

“At any time when there is more than one Manager, any one manager may take any action permitted under the Agreement, unless the approval of more than one of the Managers is expressly required pursuant to the Agreement or the Act” (emphasis added).

This provision does not require that the managers conduct the business of REOwnerLLC by majority vote. It empowers each manager to act autonomously and to unilaterally bind the entity in furtherance of the business of the entity. The RE-OwnerLLC operating agreement, however, is silent as to the issue of manager conflicts. Thus, the only basis for dissolu-tion can be if REOwnerLLC cannot effectively operate under the operating agreement to meet and achieve the purpose for which it was created. In this case, that is the development of the property which purpose, despite the disagreements between the managing members, was being met.

The court will not dissolve an LLC merely because the LLC has not experienced a smooth glide to profitability or because events have not turned out exactly as the LLC's owners originally envisioned; such events are, of course, common in the risk-laden process of birthing new entities in the hope that they will become mature, profitable ventures. In part because a hair-trigger dissolution standard would ignore this market reality and thwart the expectations of reasonable investors that entities will not be judicially terminated simply because of some market turbulence, dissolution is reserved for situations in which the LLC's management has become so dysfunctional or its business purpose so thwarted that it is no longer practi-cable to operate the business, such as in the case of a voting deadlock or where the defined purpose of the entity has be-come impossible to fulfill. Continued on Page 28...



Here, the operating agreement avoids the possibility of “deadlock” by permitting each managing member to operate unilaterally in furtherance of REOwnerLLC's purpose.

For dissolution of a limited liability company pursuant to LLCL 702, the petitioning member must establish, in the context of the terms of the operating agreement or articles of incorporation, that (1) the management of the entity is unable or unwilling to reasonably permit or promote the stated purpose of the entity to be realized or achieved, or (2) continuing the entity is financially unfeasible.

Although the petitioner has failed to meet the standard for dissolution enunciated here, there are numerous other factors which support the conclusion that dissolution of REOwnerLLC is inappropriate under the circumstances of this case.

First, the dispute between ManagerJK and ManagerVH was not shown to be inimicable to achieving the purpose of REOwn-erLLC. ManagerJK never objected to the quality of ManagerVH's construction work, but only to its expense. The work on Building A was all but complete when this proceeding was commenced. ManagerJK approved and praised it. Further, the parties were operating in conformity with the operating agreement.

Second, there is a remedy available in the LLCL to regulate ManagerVH's conduct. LLCL 411 permits a limited liability company to avoid contracts entered into between it and an interested manager, or another limited liability company in which a manager has a substantial financial interest, unless the manager can prove the contract was fair and reasonable. MemberCR took no ac-tion under LLCL 411 here. Beyond complaining about the cost of VHC's work and seeking to withdraw from REOwnerLLC, the record is clear that MemberCR ratified, albeit grudgingly at times, ManagerVH's unilateral efforts.

The notion that REOwnerLLC could void the contract with VHC in its entirety may serve as a check on ManagerVH's unilater-ally hiring his own company for future construction work on the property, and may result in ManagerVH being made to dis-gorge excess moneys paid in derogation of REOwnerLLC's best interest at the time of the accounting of the members. In any event, a fair reading of LLCL 702 demonstrates that an application to dissolve REOwnerLLC does not flow from a claim under LLCL 411.

If you would like more information regarding this topic please contact Thomas S. Tripodianos at [email protected], or call him at 845-294-5500 x 317.

Please understand that this column provides general information only, and should not be construed as legal advice to anyone under any circumstances. The au-thor reserves the right to modify any questions submitted so as to broaden their appeal. While we encourage you to contact us, you should not disclose to us any information that you consider confidential unless and until we have formally established an attorney-client relationship, and agreed to represent you in your par-ticular matter. The opinions expressed in this column are of the individual author, and not necessarily those of the Builders Association of the Hudson Valley. Citations to legal authority have been omitted.


The Builders Association of the Hudson Valley Inc. represents the interests and needs of the residential, remodeling, and light commercial building industry in Orange, Dutchess, Putnam, Sullivan, Ulster and West-chester Counties since 1952.

We are affiliated with the New York State Builders Association in Albany and the National Association of Home Builders in Washington, D.C.

We are a not-for-profit trade association and our membership includes builders and associate members (subcontractors, suppliers and affiliated services) throughout the Hudson Valley.

For consumers, we provide access to builders, remod-elers, suppliers and services to help them through their construction project.

For the building professional, our primary focus is to help keep our members informed of the latest legisla-tive, business issues, educational opportunities and products affecting their business, as well as providing them opportunities to meet others in the industry.

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