- I used to do these lectures for years and years, and it was before podcasts came in and became a thing. And now I feel like there is so much more pressure on me to do a good job because podcasts are so entertaining, and yet here I am, and I have to talk about real estate transactions. And my God, that's very difficult to keep your attention when you have overwhelming numbers of great podcasts out there. But I'll do what I can, okay? We have an hour together and I want to tell you a little bit about me. My name is Daniel Gershburg. A little bit about this course, Real Estate Transactions From A to Z. Some about where I came from and why that's important, and a lot of context, broad context, not sort of granular things, but there's gonna be tips here and there about how to do real estate closings, specifically condos and co-ops, but also houses as well, because they fall under the same umbrella and in some ways they're a little bit less complicated than those condos and co-ops are. So, who am I and why is this sort of important for the conversation that we're having, or the talk that we're having? I graduated New York Law School and I made law review, which was shocking to the school, my family, myself, et cetera. And when I graduated New York Law School in 2006, I had a number of interviews with a number of law firms and we mutually agreed that I was not a fit for any of them. And because of that, and candidly, because of the entrepreneurial spirit from where I came, my parents are both immigrants to this country from the Ukraine and they set up with nothing. And I think that may run in the blood. I was surrounded in an area in Brooklyn called Sheepshead Bay, which is really, really far out there with entrepreneurs, right? Everything was a small business and everyone worked for themselves. I just didn't know the bad parts of that yet. I knew the good parts where you didn't have a boss and it was awesome. So when I graduated law school, I had either the option of working somewhere where I knew I wouldn't fit in and I likely would be completely miserable and I'd be fired. And on top of that I had about $175,000 worth of student loan debt and approximately $800 in my checking account. And I thought, well, the bank has a problem, not me. at that point and said, I'm gonna set up my own loan practice. So at the age of 24, I did, it was a tiny office, it was essentially a closet and it was a closet for a period of time. Before it was my office, I set up the law office of Daniel Gerberg or Daniel Gerberg, ESQPC or whatever it was at the time. And I decided at that time to do everything. And I did. I tried litigation and that was no good. And I tried criminal defense and I was good, but it was super scary. And I basically brought in anything that came in because I had to pay the bills. And it was a wonderful and humbling experience. And I would do it again in a minute because the rush that you felt sometimes where you kind of had to figure things out is something that you can't really replicate. After doing this for a long period of time. And specific subject matters. So the two areas that I found that you really didn't need to have a lot of startup costs in were bankruptcy and real estate transactions. And for the first few years I was doing bankruptcy work. This was 07-08. I thought that I was the luckiest human. I mean, I had no idea it was wild. People were just constantly calling and coming in. And because I had no money, I set up my own practice by just blogging at the time, no one really blogged in terms of attorneys. And when they did, it was incredibly boring stuff about statutes and their pedigree and stuff that absolutely nobody cares about. And I blogged about what would happen if I filed bankruptcy, what would happen to my car or can I keep my house if I make X number of dollars? And people found me and I started doing the same thing for real estate. And when bankruptcy took a nose dive, which it did many years later, I thank God that I had real estate to fall back on. And my first closing, I'll never forget it, I didn't know what a power of attorney was and my clients wanted to do a power of attorney and I didn't know that those had to be notarized. And the closing was incredibly embarrassing for myself and I had to forfeit my legal fee because we couldn't close. And the next day I woke up and I was totally fine and I went back in and I said, "I'm gonna learn". And I journaled for myself the mistakes that I made and what to do in those situations. This was essentially a roadmap, which I still have to this day. When I learn as I do every single day, I jot it down and I review it once a year, once every six months, whatever it is. And it allows me to sort of go, Oh, that's right. This is what happens in these situations. So why am I telling you this? I'm telling you this because I want you to be able to relate. Maybe you're out there and you're going, I have no idea about real estate transactions. I've always had sort of an inkling to do it. I wanted to do it, but I'm a personal injury attorney and I have two kids, I have two kids and I have a mortgage, I have a mortgage. And I don't wanna take risks. I'm very scared of risks. So I don't know that I can do real estate transactions. And I'm telling you that if a 24 year old Schmuck was able to start a practice in residential real estate, you can too. So a lot of this, or at least the beginning of it, I should say, should be about your ability to internalize some of the information that's here as a basis for getting out there and taking a crack at it. when I try to learn different areas via I almost always failed. And the reason I did that was because I was looking for all of the answers within the actual class itself, within the actual, instruction itself. And we give you bread crumbs, right? And that's something I learned later on. And then you follow those and you figure things out on your own and you say, "Well, Daniel had a good point about this, but I'd much rather do it this way". And I think that's integral. When you set up a real estate practice, if you are in a practice now and you wanna incorporate real estate, there are no standard sort of ways of doing things. I mean, there are standard ways, but it doesn't mean that you can't go left or go right and practice in the way in which you want to. Candidly, I think that more people should because it distinguishes you from the rest out there. So if this is something you've always wanted to do or thought about, I would very much encourage you to do a few things. One, take some classes like this again, for the breadcrumbs. Two, something that I did reach out to someone that is a real estate attorney. Our egos always get the better of us and we say, "Oh, this person doesn't wanna talk to me, or I'm annoying this person, or I know nothing. What value could I bring?" None of that is true. Reach out to that person that or may not know and say, "Look, I'm really trying to learn this area of law and I'd love your help. I have some clients that have come in or I plan to have clients. I'd love to figure out a fee sharing arrangement with you. I'd love to cover your closings if you can't go to a few closings". Trust me, real estate attorneys love when people cover their closings because more often than not, you're sitting in a closed room for two hours with six people and trying to make conversation about God knows what. This was before COVID. So figure now it's even weirder. And I would approach them and say, Look, and you could send five, six, seven, 10 emails and sit in and feel what the room feels like and see what documents are being put around. Colleague those documents offer to make copies. I'm talking about 20 year veterans. I mean, it doesn't matter. There's no sort of statute of limitations on learning, and I sincerely mean that. And if you put your ego down, if you don't allow it to take control of you, you have a really good opportunity to blossom in a different field, bring in another vertical in terms of revenue and maybe find something that you like or that is more accommodating to who you are, where you are in life now. So that's just part of who I am and where I came from and kind of why I do what I do. I can tell you that the two years of COVID when we were essentially locked down to a certain extent were the busiest transactional years in the history of New York City real estate. And I'd started another firm. So I was solo for a long period of time, about 11 years. And I teamed up and joined a larger firm of about, I don't know, 30 attorneys or so, and I left that firm and started another firm with a few partners during COVID. And we did very, very well and continued to do very well because during that period of time, the transactional numbers were crazy. It may have fallen off a cliff since I'm recording this in October of 2022 and they've fallen off a cliff. But this has been a wonderful time too, to be able to recalibrate the way I practice and providing more personal attention and all these things that I kind of wanna discuss with you at the end in terms of making an impact on clients and being able to get referrals through this. So that's kind of the background of who I am and why I do what I do in terms of real estate transactions. To get a bit to the nitty gritty, let's take an example of a condo in Brooklyn, right? If you're on the buy side, and I'm gonna focus first on the buy side of a transaction itself, the gun goes off and the horses start running when you receive a deal sheet from the broker involved in the transaction. So if you wanna back up even more, right? To a certain extent, the brokers are in the driver's seat until you get the contract. So you'll get a call from a client, client will say, "Hey, I'd love to hire you". And he would say, "Okay, yes, please, please hire me". And they would say, "Okay, I will hire you". And once you get retained there, you'll wait for the deal sheet to come in. The deal sheet is an Excel sheet that is essentially a summary of the transaction from both sides, right? This is one on one stuff, so forgive me if any of you are real estate practicing real estate attorneys and you're going, "How do I get a refund here?" So the deal sheet is the breakdown of the entire transaction. It will list everything from who the seller's attorney is to who the buyer's attorney is, to who the buyer and the sellers are, what their address is. And more importantly, it will list the vital parts of the deal itself. The managing agent. The managing agent is the person that manages the building itself. They're who you're going to turn to when you need to get board minutes. Review those board minutes if you have to send a questionnaire and we'll get into that as well. Financials, all those things. And the actual critical terms of the deal will be below that. So the purchase price, how much the buyer will be paying for it, whether or not the deal is contingent on the mortgage and what that percentage is. So to give you an example of that, if you're buying, if your client's buying a million dollar condo in New York, LOL. And that condo, that buyer is financing 80% of that purchase, the deal sheet should state 80% financing. And yes, contingent. what that means is if the buyer cannot get a mortgage on that 80%, they get their money back. No questions asked. If they've in good faith applied for a mortgage and they can't get a mortgage, They send a rejection letter from the bank and they get their money back from that transaction. So that's one. In addition to that, it will also list the inclusions and exclusions on the transactions. So are the sellers including the patio furniture, does the buyer really like a chandelier that's in the master bedroom? Are there, god knows what, people are very weird that will be listed there. 60% of these deal sheets are entirely incorrect in one or two material terms. So best practice, and I'm gonna keep saying that and I want you to remember that more than anything else. When you get a deal sheet from the listing agent or your own broker, immediately send that to your clients and say, "Here you go take a look at this. Is everything accurate?" That does two things. One, that covers you because nine out of 10 attorneys do not do this. They skip this step and they skip this step out of habit or just moving things along, whatever it is. But it's a vital step because the contract itself is based on this deal sheet. So bad data in, bad data out, right? So you send that to your clients who say, "Take a look at this, take a quick minute review this, make sure everything's okay, and let me know if there's any changes". What I typically find is a client will say, "No, no, no, no, they were supposed to include X, or wait a second. No, I'm financing 70%, not 60%." And one, this makes you look good because you're doing your job. And two, it avoids what happens typically, which is you negotiate this whole thing your clients are about to sign and when you send 'em the contract for the first time, they go, "What the hell is 60% here? It was 70%". And then you're back pedaling, right? So do the extra step more than anything else. Take that to heart, you get a deal sheet in and send it over, have a quick conversation with your clients, et cetera. Let them know what's going on there and so long as they're okay, then it's fine. The other thing to keep in mind, is the typical role of a real estate attorney is obviously thought of someone that modifies and changes a contract. Puts our own writer in, does all the things we want to do. And that's accurate, don't get me wrong. But on the flip side, we also have to look at the building itself and make sure everything's okay with the building, right? And how do we do that? Let me back up for a second. 50% of your role is contract, 50% is due diligence. I have absolutely no idea why attorneys are in charge of reviewing tax returns for a building. My math is egregious. I mean literally a fourth grader could just do laps, okay? If I didn't have a calculator or anything else, it would just be embarrassing, I would just start crying. Yet here we are and attorneys go through years and years of financials and have to tell the clients no less without giggling, "Hey, this building's actually financially okay". So over the years you kind of get a feeling for this stuff and you get a sense of what's what there. But I will tell you that if you have no clients, if you have no files, what I would do if I were you, was if anyone on the co-op or condo get their financials, start looking at them, review them, get familiar with them, see how they're presented. Even things like they have notes within yearly financials and within those notes itself that'll say, yearly facade work that's actually happening and will cost us $60,000. We're putting that money into reserves, right? They'll have these little tidbits that are important there. So half of what you do is due diligence. Let's get into this for a second. Think of the person buying this place. I mean this sincerely it's gonna sound crazy. As your mother and her last penny is going to this purchase and you as her advocate have to tell her whether there's issues with the contract and whether there's issues with the financials or the state of the building itself. That's what I look at every single time. I do this. Now, why do I do that? I do that because it gives me this sort of like internal feeling of making sure that everything's okay and checking it as many times as I need to. And I do that because it's the proper way to do these things. You want longevity in the practice and the longevity doesn't just stem from being a good attorney for a buyer. It stems from being such a good attorney for a buyer that they will call you when they sell. So if there's due diligence or something in the board of minutes or anything else that suggests that this building is going to raise their common charges by 15% in the next year and you barely look at the financials and you go, "Eh, this is fine. They know what they're doing, they're very rich people and they get the 15% hit over the head, they're gonna blame you. I don't know if some of you know this, but attorneys get blamed for a lot of stuff and stuff that we don't necessarily or shouldn't necessarily get blamed for. So it's doubly important in terms of long term strategic growth in this field to do as much due diligence as you can to make sure the product, meaning the apartment that they're buying, is in good financial shape. So that if that 15% happens or that 10% happens or whatever it is, you could at least say, I pointed you to this in the financials. And in those situations, more often than not, the clients go, "You know what you're totally right. It was our bad, we decided to buy this thing, we weren't thinking clearly." Whatever it is, right? And they feel much better. So that's something to keep in mind. The due diligence that you do. Now, what is due diligence comprise of? What I look at when I do condos or co-ops are the last two years of audited financial statements literally audited by a CPA the board minutes, a questionnaire, the alteration agreement, any sublease agreements and the offering plan. This is a one hour course, there is absolutely no chance I can get through all of these things. I will tell you the important ones and then feel free as with anything to reach out to me about the other ones and I'm happy to sort of have a phone call or delineate what those are about. So I would say the most important three are the financials. Within the financials. Let's make this as simple as humanly possible. I'd like to know whether or not they're making or losing money and if they're losing lots of money and making lots of money. And I'll get to that in a second. The second is the board minutes. The board minutes have become nonexistent. They have been whitewashed because attorneys have gotten involved and used to have very, very detailed information about the actual building itself through the board minutes. No mas, you get almost nothing from them. And what this means is because of that, co-ops and condos have been super smart and they said, "Hey, we know you're getting nothing from the board minutes, but check it out. If you pay us $400, you can send us a questionnaire and ask us any question you want". And because of that, everyone shells out $400 or $250 or $500 or whatever it is, and they get to send a list of questions or a questionnaire. We have a questionnaire at my firm we designed to put it together each question. There are 60 questions in there, and of those 60, some of them have parts A, B, C, and D. We wanna get to the bottom of everything that's going on there. What am I looking for if you designed your own questionnaire, you wanna know whether any litigation that's going on in the building right now or plan litigation and is insurance covering that litigation. You wanna know how much as of the time as a date of the questionnaire itself, how much money the building has in both reserves and then they're operating account, right? Remember the financials that they're providing you may be stale, they may be a year old, they may be more than a year old. So whatever cash on hand that they're displaying there is not reflective in any way whatsoever of what they have right now. Beyond that, you wanna know whether or not there's any planned repairs. The four horsemen of financial death in the building are the boiler, the roof, local law 11 work, which is facade work and the elevators. Forgot about that, but it's the elevators. Those four are gonna be the most expensive fixes in any building whatsoever in New York, right? So that's some of the ones that you sort of look out for. And we ask, we delineate when was the last time these were checked or repaired? So if the boiler is 25 years old or 20 years old, you know they're gonna need a new boiler. And you could tell your clients, Look, I don't know how much this is gonna cost, but be on the lookout there's a new boiler that's coming up here. Local law 11 work is incredibly expensive work. It is work that deals with the facade of the building itself and you have to do an inspection in New York of these facades and if the facade comes back bad in any way whatsoever, you essentially have to get it inspected and fixed. These can run into the hundreds of thousands of dollars. I've seen some that costs $600,000 in terms of remediation work, sometimes more that money comes from the owners and the shareholders. So I ask about that all the time. I wanna know if anyone is in arrears since COVID, a lot of people went in arrears. A lot of commercial spaces went in arrears as well. And I'd like to understand that. I wanna confirm the maintenance and a common charges of the unit itself. We're 20 minutes in, we haven't gotten to contracts, which should tell you something. This is just as important as the contractual stuff that we're looking at when we do the work that we do. So if not more, I wouldn't say more important, but really just as important. And that's why I dig so much into this. That's what I look to in terms of the questionnaire itself. And there's again a variety of questions that are actually there. Have there been any noise complaints, bed bug complaints, odor complaints, any complaints against this unit itself? Has the unit applied for any permitting or alteration work? You find this quite often. Something's listed as a two bedroom, it's really a one bedroom. How do you check that? Well, there's two ways to check it. Three, actually, you checked the New York City Department of Buildings to see whether or not any permits were applied for and signed off on, right? You don't wanna open permits. We'll get to that. You also check with the managing agent to see what's what there, whether or not any permits have been approved. And more importantly, you check the layout in the offering plan. Many buildings will have, sometimes co-ops are really old and they won't have the specific, the offering plan may not list the number of bedrooms itself or they may not have the the layout that corroborates to it. But if it's a two bedroom, it should identify where it's a two bedroom somewhere. Sometimes these things are listed as two bedrooms incorrectly when they're really one bedrooms, etcetera. So you have to make sure to check these things, right? That's the stuff that I essentially look for. In the financials, lemme just go back to this. There's all this stuff about depreciation and members' equity and all this. I don't, it's fine. I look to the income in the expense out. A building should not make too much money, it shouldn't lose too much money. Why? If it's making too much money, that means it's not a business, right? It's charging too much in either common charges or maintenance. Either way is not great. If it's losing too much money, it means that it's not taking in enough money and because it loses money, it's gotta make up that shortfall from somewhere and that's gonna come from reserves, right? It's the same thing as you running in the in the red. It's gonna have to be made up for somewhere. I am okay with a little bit of loss year over year, but if you continue to have large losses, so let's say the building brings in a million bucks and they're running a deficit of a hundred thousand dollars, meaning forgive me, let's say the building brings in a million bucks and the expenses are 1.1 over and over, something's wrong here. They're not budgeting correctly. And because of that we know that there's gonna be assessments because you have to make up that difference or there's gonna be an increase in either common charges or maintenance. The other thing that the building can do is they can issue a flip tax. A flip tax is usually with done with co-ops, but more and more it's happening with condos now. And the story is there that it's a tax on your way out. So a seller pays this tax once they close and that tax can be anywhere from 1% of the overall purchase price to 3% of the overall purchase price to a percentage of the shares themselves, right? So let's say you have, I dunno, a hundred shares, they could do 20 cents a share. They vary. But the basic gist of all of this is that there's only a limited number of ways for a building to be able to put money back into the coffers if and when they need to. So it's important we look at these financials to see whether or not it's there. And again, ultimately this is the client's decision. You can bring it up to them and say, "Look, in my opinion, they're losing some money here but they're making it on this year. And so it seems to be evenly balanced". It's up to the client to decide whether or not to move forward. But you want to be able to look at it and say, "Okay, something's wrong here, or this seems to be going just fine. There's something else to sort of keep in mind when we talk about that, the thing that you wanna look out for is the year over year increase in common charges and maintenance and the amount in reserves. So lemme give you some bright line rules. For the last 15 years of low interest rates and cheap money, you would typically see 2% to 5% increase year over year on common charges of maintenance. That's in my tolerance range. Some attorneys differ, but that means building's healthy because inflation was 2% or 3% and whatever it was. And obviously you have to keep up with expenses so it makes sense to do a 2% increase or a 3% increase or whatever it is, right? We are no longer as of this recording in a low inflation environment. So I would not be shocked to see that tolerance level go up from four to 7% year over year as most of the expenses, or a huge chunk of the expenses of any decent size building in New York are the payroll for union wages most of the time. And also energy costs and even repair costs that come in. All of these things have been rocked right by inflation and you'll see that two to five percent inch up if it hasn't gone up a lot. And it's your job to have that conversation with your clients and explain to 'em, "Look, maybe in the past it was this, but it's getting higher and higher and higher as these go along. So it's important to keep that in mind. On the reserve front, you really have to be able to feel this out. And I know that doesn't feel good or sound good, but my bright line rule is I want at least 25 to 30% of the overall revenue or income the building takes in to be in reserves. If that building brings in the million dollars a year, I want the minimum of $250,000 in a segregated bank account in case for those "Oh crap" moments, which happen all the time. Without that you have some issues. If something does go wrong, a roof needs to be repaired, an elevator breaks, lobby renovations, leaks, whatever it is, the unit owners are gonna have to come out of pocket to pay for those things because there's nothing in the bank. So that's something to keep in mind when you look at these things, right? It's very important that you understand that. And when I say, it's kind of you feel it out, well buildings may have less than that. So let's say a building has less than that, but they're never in the red financially, right? They have enough, they have a credit line or they have a mortgage on the building itself and the credit lines at 3% interest for the next 10 years. You have cheap cash to use if you really need to, to fix things. So it doesn't bother you or me I should say whatsoever when something like that happens. So that's something to keep in mind when you look at these things. It is vital that you look though. I know a lot of attorneys that just don't and it's insane to me. It's insane to me. But they just kind of go, "Eh, buildings are the same". You're begging for a malpractice claim, you're begging for someone to come in, especially in an environment where there's really not a lot of price appreciation. And again, I genuinely think we're going into different times here in the market. You're begging someone to say, "I bought this place for $2 million and I hired this attorney and this attorney didn't do any due diligence and now I'm selling it a few years later for 1.7 because the building is in awful, awful shape". So I urge you, I beg of you, if you take nothing from this, do the required due diligence on these places, earn your keep, earn your fee, when it comes to this stuff because that is an incredibly important part of this entire thing, right? That's due diligence in a very, very small nutshell. We could do an entire class on this, I would not do that to you, but if you want to, again, reach out to me and I'm happy to sort of walk you through the other things that I look for when it comes to this. Because they are critical. Inspections. Your client has the option of getting an inspection. Do not listen to the broker when the broker says, "Do not do an inspection. Why are you doing the inspection?" The brokers who could be wonderful and wonderful humans have a completely different interest than you do in the transaction itself. Their incentive structure is different. They are just different animals when it comes to a real estate transaction. Their job, whether or not they tell you that is to get a deal signed and closed. It is not to hedge risk, it is not necessarily to protect the client. Great brokers do protect clients, but I am saying that what their role is here could be very different from what your role is. Generally speaking in co-ops, inspections are not done by clients. However, the reason they're not done is the co-op itself is responsible for what's in like out the four walls. So the four walls of your apartment are the responsibility of the shareholder or the owner, what's in the walls and out of there like the pipes itself or the co-ops responsibility. So people generally don't do inspections there because they're like, "Eh, something goes wrong, it's really up to the co-op". Fine, that's up to them. My caveats, if it's a small building under 15 units, I still do an inspection or tell my clients to do an inspection. There are 14 other hands that can go into a pot that's not a lot of hands. In case something goes wrong, you wanna get a good sense of the unit condition. And so I urge them to do an inspection. If it's 150 unit building, yes, I understand most people forego that. It is still the client's option. I would still urge or ask the client whether or not they want to do that. On condos, I almost always tell the clients to do an inspection. Attorneys differ on this. Plenty of attorneys, my partners as well, by the way, one of my partners doesn't do that. "He says, Look, if it's a condo, what could really be wrong with it? And I say, "I went through 06, 07, 08, I practice in Brooklyn. When there was new development, there was everything that can go wrong with condos for the love of God, get an inspection done. And so no matter what, I would tell you to at least give the clients the option to do that. Again, the rule goes if it's a smaller building, I almost certainly always would tell them to do an inspection on new developments, which are buildings that have just gone up, they haven't been lived in. I always say do an inspection. That sounds crazy though, right? I mean it's new what could be wrong? The percentage of time that I find issues with new development is stratospherically higher than the number of issues I see with lived in co-ops and condos. It is by its very nature because it's new and untested that there are issues there. So something to very much keep in mind whenever it's a new development, I do it. If it's a house, you are crazy not to do an inspection or tell your clients to do an inspection, specifically if it's a townhouse or anything else. I can't tell you how many issues there are and I also can't tell you how beneficial it is for you and for a client to get a clean inspection. In other words, an inspection comes back and there are no major issues that contracts just sings at that point. There's not a lot of issues that come from the buyer. Once they know that the apartment or the house or whatever it is in good shape, they're in a much better mood. They're ready to sign, they understand the risks, et cetera. And there's another buffer. I keep going back to this and maybe all these years have made me paranoid, but there's an additional buffer if something goes wrong, it's very difficult to point the finger at you when you told your clients explicitly to get an inspection done. I have an email that I send really based on the type of client I have. Whether it's a co-op or a condo or house if they're selling or buying that has like 40 things to keep in mind with podcasts that I've recorded in videos, I'm happy to share with you guys. So you see what I put together, but it really is cover your butt in a lot of ways. Real estate is unfortunately an area where a ton of claims happen, a ton of lawsuits occur. And when you're dealing with large money, these things come up all the time. And so it's important to make sure the client is aware of this and obviously protect yourself. So an inspection is definitely yes. Now let's go through the contract very quickly or at least can't really go through a contract because here I am talking to you without a video. But I will point out some of the important things to keep in mind. They both condo and co-op contracts both on the buy side and also on the sell side, right? So obviously these things are seemingly glaring, but please keep in mind purchase price that's on the contract itself. Please keep in mind personal property. These two constantly have issues. Why? I have no idea, but quite often you'll find the purchase prices incorrect on the contract from where it is on the deal sheet. So I always confirm that and call that out with a client. What I do is a matter of practice, and we can get to it at the end, is I use something called Loom, which is L O O M, and I'll send the client a contract itself. Loom allows me to video record the actual screen where I'm going through the contract and I send it to 'em and I go paragraph by paragraph so that they can review it at their own pace and understand what it is that they're looking at, The personal property is something that I mention as well. Remember that inclusion exclusion part, That's where that stuff is in. That's where a lot of times this stuff is actually missed. So if the seller is in fact putting something in there, they wanna put it in the inclusion part to make sure that it's actually reflected in the contract itself, right? You don't wanna have a situation where that's left out. Typically what happens there is you have a big fight on the date of the closing, no one's happy, lots of lots of tears, I'm not gonna pay you never in me, et cetera, et cetera. So you wanna make sure it's taken care of. The closing date is an important thing to keep in mind. That's paragraph three typically of a standard condominium contract of sale. So a standard closing for a co-op is on or about 60 days for whatever god forsaken reason. The words on or about in New York mean 30 days or so. So if we say on or about 60 days, that really means 90 days. So when did the 90 days begin? They begin once the purchaser is in receipt of a counter executed contract from the seller's attorney. So what does that mean? The contract is sent to the buyer, buyer and the seller and negotiated, et cetera. The buyer is ready to sign the buyer signs, wire is there down payment to the seller, the seller counter signs and then sends it back to the buyer. Once the buyer receives that on that day, 90 days from there on it. For a condo, it's not unusual to have on or about 60 days as well. Sometimes you'll have on or about 45 days. Sometimes you'll have on about 50 days. Why the distinction? In a co-op, it usually is a much more strenuous, difficult process where you have to wait to get the mortgage commitment as a buyer from a lender before you apply to the board. The board from early May through September is in the Hamptons, no doubt. Or on vacation. And so they can't meet and get a quorum together to actually review applications. So it's constantly slow, et cetera. The difference is a board in the co-op can reject the actual applicant. In a condo, you just have the waiver of right of first refusal, meaning either the condo's gonna buy it or it's not gonna buy it. I've never seen a condo buy a unit ever. I've heard of it, but I've never actually seen it. And so the process typically goes smoother because they're just kind of pushing paper. They're not asking where income's coming from in the same way that a co-op is. They're not asking whether or not your cats are friendly. They don't care they wanna push the paper to make sure that you can buy the place itself. Whereas a co-op is interviewing you, your uncle, your ex-wife, et cetera, et cetera, et cetera. So it is very vital that when you have conversations with your clients. You understand that these are the times at closing. Why does that also matter in terms of financing? If your client is financing, they are locked, their rate is locked for a specific period of time. This as you can imagine, in a very interesting interest rate environment, causes people nausea and serious heart palpitations because if they can't close it in a specific period of time, their rate goes up by a lot or they're paying huge rate lock extension fees. This is where your value add comes in. As an attorney, you hold hands with the buyer's mortgage broker or loan officer and them and say, "Look realistically speaking, this thing is gonna close 90 days or so from now. It's a co-op". Make sure your mortgage rate lock is good for a minimum of 90 days. Make sure on top of that, by the way, that you understand what your extension fees are when it comes to something like this. In other words, you understand what you'd be paying if you don't close in 90 days. Almost no one does this. It is an enormous headache. You should absolutely, absolutely do this and make sure that you're connected with your client's loan officer to see what the protections actually are there, right? The remaining portion of the contract of sale is standard to the extent that you see it on every single deal, it's boilerplate. The biggest way to sort of encapsulate these things, and I think the writers are sometimes more important, is the seller agrees to sell this property and that they have no litigation against them. That they have no sort of cloud of title if it's a condo, no liens against them to the best of their knowledge if it's a co-op and the buyer agrees to move in good faith. Now if the deal is a mortgage contingent, then you have a mortgage contingency clause. It follows logically within that clause itself, there are specific responsibilities that a buyer has. One of the responsibilities is getting a mortgage commitment. And to do that, you have to apply. And so within the actual contract itself, you'll have language that gives you a defined period of time for a buyer to get a mortgage contingency or mortgage commitment I should say. Typically the low end of that is 30 days. The high end of that is 45 days. Let me give you a little sort of tidbit that's just as important as a contract here. When you speak to the client's loan officer, which you should do when you introduce yourself and talk to them, you want to highlight to them that they should give you a condition, a commitment with as few conditions as humanly possible. In other words, it's called a clean as clean commitment as you can get. What's the difference here? Your buyer, let's say in this situation has 30 days to get a mortgage commitment. Some loan officers wanna show off and they wanna show that your buyer to your buyer, "Hey, we can get you a loan commitment in 10 days". And the loan commitment itself is riddled with conditions that the buyer has to take care of prior to them actually being able to close on this thing. 'Cause the commitment is really just my semi pinky swear promise that I'm gonna give you money as a bank. Why is that terrible? That 10 day thing rather than 30 a thing, If I propose to my wife on the beach and I said, "Will you marry me"? And she said, "Yes, provided you shave more, you become a vegan, you get an electric car, but not a Tesla, you start spending significantly more time at home and you don't watch the Jets anymore and begin crying". Is that really a yes? I would say it's kind of a yes, but there's a lot of conditions there. If I instead ask my wife to marry me, and she says yes, but no more Jets, that's much closer to a yes, that's as close to a commitment as you can get. I still won't give up on the Jets though. So her and I in this theoretical are not married, but I'm not gonna tell her that. So that's the way you sort of should sort of think about this, right? When you're speaking to the loan officer, you say, "Look, I want as many conditions cleared as humanly possible before you give me this. I don't care if you give me this on day 30 or day 29. In fact, I would rather you do that". Why? In a mortgage contingent deal so long as your buyer is applied in good faith to a lender and the lender says, "No money comes back, no questions asked". Now there's a carve out if it's an FHA loan or a VA loan, but there's no really no FHA or VA loans these days, so you won't really have to deal with that. Or if you do, make sure you're aware of that, right? We'd get too granular in talking about that. But the basic just is if you apply, you don't get it you get your money back. If however, this loan officer, let's call him Larry. Larry, the loan officer, right? I'm so much of a genius. Larry the loan officer gives you this mortgage commitment in 10 days and he says, "No problem, here you go". You're off to the races. If the bank decides that because Larry decided to give you a commitment, then there's still 30 outstanding conditions that the buyer has to clear in that scenario and the buyer can't clear those conditions because it's a meaningless commitment. Your buyer may have lost his deposit or her deposit and that's just not helpful to anyone. In addition, it triggers specific timelines in a contract of sale, either in a condo or a co-op. More specifically, in a co-op, when a loan commitment is received, there's usually a very quick turnaround time where you have to submit a board application. And if you've never seen this board application, they could be honestly like hundreds of pages long. I mean they're enormous, right? And the broker doesn't know about this because the brokers don't know about this. And if you don't submit a board application on time, it's technically a default. Now whether or not they're gonna hold your money is almost irrelevant. You're just in a pot of not so good things. So it's critical when we talk about these contracts to talk about the effect of many of these clauses on these contracts. And the effect of a mortgage contingency clause is to protect your client as a buyer, but be weary of that clause. Make sure the buyer understands what I just said and make sure the loan officer understands it as well. Again, you're at day 30 and the loan officer still needs a few more days to clear a couple things. No biggie. You reach out to the sales assure you say, "Hey, I need more time". The seller can say, "No thanks, here's your money back". Or way more likely, like 99% of the time, more likely they say, "How much time you need? You say a couple weeks, you do an amendment to the contract, you get it, you're good to go. And so that's really, really important when it comes to that stuff, and making sure you paper it there. The other thing I'll say on this is within a contract of sale itself. Make sure you confirm the common charges or the maintenance amount and make sure you confirm whether or not there's any assessments. So there's these areas of a contract and there's gonna be a sample contract within the materials itself where you can look at and the contract will say the common charges are $382.98. Don't just take the word of the attorney on that or the contract itself. The contract's gonna have language usually that says, this is not a material representation on the part of the seller, the purchaser. And we always put this in. The purchaser has to independently verify that these numbers are accurate and cannot hold the seller accountable when it comes to these things, right? So in a very compressed way, those are the large things to look for in a contract of sale. There's the title clause, right? There has to be good and marketable title. Those are keywords. It is very rare that you have a scenario where you do not have good and marketable title. What could that be? Usually there's an IRS tax lien that's on the seller and the seller can't clear it. Sometimes there's a list penance where someone has filed something with the clerk's office, or the court, I should say. In a specific county that says there's either a judgment or some sort of legal action that precludes this place from being sold and no one should be able to buy this place, right? But I can count on one hand over the course of 16 years, the number of times I've seen those things, title almost always comes back clear. And if there are issues like violations or anything along those lines, then you can usually deal with them by the time of closing itself. Another issue to look out for that's always gonna be in the contract are permits. And this comes into play with co-ops and condos. There is a company called Title Vest, which I used for my lien searches and which also do permit searches. It's a wonderful company, I'm happy to put you in contact with them. They will look search for permits prior to going to contract. But one of the sort of death nails when it comes to co-ops and condos are permits themselves that are open. And in these scenarios, what happens is the permit itself, let's say the seller or even a predecessor seller, wanted to combine two units or wants put up a wall or redid the kitchen or whatever it is, and there's an open permit that's there as of record. You wanna have, and I'm happy to send you my writer, the writer themselves should state, and in the contract itself, the boil put contract will state that any permits that are open as of record, have to be closed off by the time of closing. In other words, if the seller is an open permit, you cannot transfer the property until that permit is closed. And sometimes it takes a really long period of time, and sometimes that involves escrow at the closing itself. Meaning putting money aside to make sure you're okay. And sometimes that means not closing at all or whatever it is. But you wanna make sure as a buyer that you're protected. So there's two ways to protect yourself. One is to do a permit search, which I do on every single one of my files. And whatever that cost is, I pass that on to the client, making them fully aware of it and they're okay with it because it protects them. And the second is, contractually speaking, making sure there's language there that says no open permits at closing. Same goes for violations. There can't be any violations, environmental violations or HPD violations or any of these alphabet agencies that we have here. There can't be any violations as of the date closing itself. Those are the main things to keep in mind. Now, one quick point about mortgage contingencies. If the deal is not contingent, if it's a non contingent deal, it means that a buyer can apply for financing and it can apply for however much they want, so long as it falls within the building guidelines. But whether or not they get a mortgage is irrelevant. In other words, you have a date of closing or on or about 60 days and it doesn't close in 90 days, the buyer could potentially lose their deposit if they haven't been able to close it time. And that's something to take it to account too on those deals is you wanna have the come to Jesus conversation with your clients and say, "Hey look, listen, if we get to a scenario where you can't close, you may lose your deposit. So I really want you to be comfortable with your loan officer and make sure you even have a backup lender in the eventuality that you can't get financing". Let's say something happens, you lose your job or whatever it is, this money may be on the line, it's liquid data damages. They're gonna get their full 10% usually of what they put down. And once the clients are aware of that, they're totally fine, then you're protected as well. Our writer, I won't go through it because there's not a ton of time left here, and candidly this should be a three hour class, but I feel terrible for doing that to anyone. I'm happy to send you the writers that I use both on the seller side and the buyer side. But our buyer side writer, for the most part, has as many protections as you could possibly account for in a typical transaction, be it a co-op or a condo. And what we think about, when we think about these writers is, yeah and, and yeah but. So the side of the seller we say, "Yeah, and so it's contract, but we also want to include these other things as well". And yeah, but is I get it. But there's also some things on the buyer side that we'd like to include as well. So the writer themselves could talk about the condition of the unit on the buy side. You wanna make sure that it states that all heating, plumbing, electrical, and air conditioning are working at the time of closing. And that all appliances will be delivered in working order at the time of closing. That the doors, windows, whatever, jacuzzi, nest, et cetera, are operational. If you're dealing with large budget apartments in New York, many times, like we've gone crazy on this, on this paragraph, basically we included everything. We include fireplaces, we include safes, that the actual safe combination needs to be able to work. And the reason we do that is because it's really tough if you're in a high volume business like this, to be able to make sure that the fireplace is an actual thing. So what I do now, after making several errors, is I look at the listing on StreetEasy. So if I see that there's an actual fireplace and the listing itself, I will ensure that the seller doesn't cross out fireplace because the seller's attorney may not know that there's a fireplace and they may say, "Look, this is irrelevant to a New York City deal, but in fact there's a gas fireplace that's there and we wanna make sure that it's actually working". And that's happened to me before. And the other benefit of doing something like that, looking at a Zillow or a StreetEasy, is that you get the description of the unit itself. If you recall before I was talking about that two bedroom scenario versus what it really is, nowhere in the contract does it state how many bedrooms it is, right? It's just gonna state the address itself and the unit number. But the StreetEasy description of it will say whether or not it's a two bedroom or a three bedroom or whatever it is. So it's important to keep that in mind and see that so that you can go, "Oh wait, hold on a second. this says two, but I'm looking in the offering plan. It's really a one bedroom or a studio". Whatever so we always make sure that that's a working order. We have permit language that essentially states that, again, any permits, whether it's from this seller or a predecessor seller, will be closed off at the time of closing. One really important thing to note is... I love these tidbits because I'm telling you, you're gonna remember these way more than anything I said about the contract or anything else. When you deal with a co-op, there will of course be language that's there, but we include additional language when it comes to UCC-1's and UCC-3's. So really quickly, in order to securitize or secure a loan, when someone is buying a co-op, the bank will file a UCC-1 and that's on file. Anyone can see it and it pops up in a lien search. And then we'll say, "Hey, we have a security interest against this property itself". When that seller sells, a UCC-3 is issued. Which terminates the UCC-1. The UCC-3 is issued by the payoff bank, meaning your clients, the seller. They have Wells Fargo, they give notice that there's a closing. Wells Fargo shows up with the UCC-3, the new bank, the buyer's bank is filing their UCC-1, they're gonna file the UCC-3. Wouldn't you know it? Many times these people forget to file the UCC-3. And so 20 years later, 10 years later, you're buying a place. And this really weird UCC-1 shows up from like 1999 and that bank's not even in business, Make sure when you represent buyers in a co-op that you really, really, really, and it goes for sellers as well. But this is more focused on buyers, that you really focus on the lien search and that you really read the lien search thoroughly, and make sure you understand which UCC-1's are open and against the unit itself, right? And ensure that the seller's attorney, 'cause don't just presume that the seller's attorney has reviewed this and they understand that there's a three, call it out and say, "I think you got a problem. You have a prior mortgage on this thing, or you have three mortgages currently, or two mortgages", whatever it is. Just confirm that you're gonna get payoffs for these. One, you now have a email record where it can't be brought back to you. And the data, the closing, where the sellers returning goes, "Oh, wait a second we can't pay that off. Two, you let your client know what's going on and they're in the know. And three, going back to point one, you look very good. So lien searchers are very important in there. And make sure that your actual writer encompasses the fact that any UCCS will be actually be paid off at the time of closing itself, though it's really incorporated within the contract as well. The condition of the unit. If there's any holes that are larger than the US dime, the seller will fix those holes, though they're usually not required to paint, right? That's standard stuff. We also put in stuff that basically says if there's any holes that are done from the flat screen TV, the mounts will be removed as well. You have no idea how many mount fights I've had in my career. And I think, how did I actually go to law school to do this stuff? But there's mount fights constantly. So make sure that that language is actually incorporated there. Again, everything should be in the position that it's in at the time of closing, reasonable wear and tear accepted, right? We have language that says there would be no discoloration in the flooring. Again, that the windows will be operational at the time. Access is a big thing. I notice that out of borough, out of five borough attorneys never include this stuff. And it's critical stuff. Your buyer's gonna want to go and they're gonna wanna measure the place and they're gonna want to bring their architects or contractors or whoever. Vital, vital that they have access to the place. So we always put into the contract itself and the writer itself that we have at least three times of access, not including the appraisal and not including the walkthrough to make sure you're there. One thing to note about that, by the way, in terms of the appraisal is on a mortgage, I just reminded myself on a mortgage contingent deal. If the purchase price is, again, going back to this a million bucks, and the bank comes in and the bank says, We're order an appraisal, the appraisal comes in at 950, the mortgage itself is not a commitment, not a true commitment, and the buyer can automatically get their money back, right? This is again, in this scenario where the buyer is financing 80%. So it's different if the buyer is only financing 30%, because even if there's a low appraisal, the amount that the bank has to lend is so low that that low appraisal doesn't even matter and the bank will still lock in. However, in that usual 80-20 scenario where they're putting 20% down in financing, 80%, if the bank comes back and says, "Well, we can't possibly do this". Like, it's coming too low, you have two options. You can go back to the seller and say, "Hey, the appraisal's too low, let's knock down the purchase price". And that usually happens between the brokers themselves or you can back out of the deal itself, right? And that's again, very important to keep in mind when it comes to something like this and protections that are actually there. I'm almost at an hour. I have so many more things to talk about with you and that I would love to talk about with you, but I hope that you've at least gotten the beginnings of what the practice involves. And so I'm an hour in, as I mentioned, and there's like, I barely scratch the surface when it comes to this stuff and a lot of the stuff that I wanna discuss with you. But the one thing to keep in mind is as you practice more, you understand the left turns and the right turns that can come from this. In other words, okay, the appraisal comes in low, here's what to do, and here's what to tell the client. And here's what to tell the broker. Okay, they wanna close in two weeks, but your client's gonna be away. This is what you do with a power of attorney and this is how you set it up, and this is the fees that you actually charge. And it becomes almost automatic, right? This if A, then B, and that's what I kinda love about the practice itself, is that it, after a period of time, you kind of get into this flow state and you understand all of these concepts that are actually there. What I gave you, I hope in this period of time is the actual 10,000 foot view of the real estate transaction itself on the buy side of a specific deal sell side is a little bit different. Houses again, a little bit different than this, but not too much. This should at least allow you to say, "Okay, it would not be absolutely insane if I took one of these on, it's possible that I completely goof". But I wanna leave you with that. Right? Where I began is where I end. Do not be frightened that because I didn't cover some of these things. You should wait for the second part of this class and please wait because I get paid for this. But beyond that, beyond that, it's okay to make errors. We're always taught as attorneys that it is not okay to make errors. That we have to hedge as much risk as humanly possible. But if that was the case, there would be very few attorneys. And if you do it in the right way, you catch that error and you own it. That's been the distinguishing factor in my career, by the way. And what I've seen between attorneys that own it and don't own it. The ones that own it have that sort of longevity. They say, "Okay, I've made a mistake. Here's how I'm gonna make it right. Here's where I'm gonna learn". And I would encourage you to do the same thing, because once you get that weight lifted off of you that I can't possibly make an error, I'm gonna get sued, I'm gonna lose my license. But once you calm that monster down, that ego down, you have a much better chance of pushing through and going, "What's the worst that can happen? I'm probably not gonna make any errors. And if I make an error, it's gonna be a small error. And even if it's an error, it's gonna be recoverable. And I have all of this support from these other attorneys that I work with that I can turn to and ask questions and have a mentor or whatever it is." I urge you to look at it that way. The practice becomes much more beautiful that way. It becomes much more seamless. You begin to learn things rather than going, "What could go wrong?" You go, "What could I do here to make this right?" Clients feel that and they understand that and they want that. They don't want just someone that's gonna say, "No, no, no, no, no, no, no." Right? It's the common misconception that a lawyer completely protects the client and the client can't do anything. The world has risks in it every day. Our job is to tell the clients of those risks and the possible solutions that are there and allow the clients to make the decisions that they actually want to when it comes to this. So I would urge you to do that. I mentioned any number of times, but I will do it again. Reach out to me and talk to me and describe your situation. And I've been helped, 24, 25, 26 years old, I had so many people that I just turned to and said, "I don't know can you please help me out?" And they did. And it's my job, my responsibility at this stage of my career to give back and help in any way that I possibly can, whatever small way that I can. So if there's questions, if you need sample forms, if you need anything, please reach out to me. My email and my phone will be listed. If it's a phone, I'll likely send you a voicemail. If it's an email, I'm gonna respond eventually. So I hope you enjoyed this many more courses to come. I wish you great luck and great success. If this is something that you plan to do, and I think it's a wonderful practice area. If you do, you get a lot of smiles, A lot of people are angry just like anything else, but you get a lot of smiles and a lot of dreams that are realized. A lot of kids that are wheeled in during the closing itself and they're gonna grow up somewhere great. And it's a wonderful feeling if things go right, which they typically do. So I wish you the best of success, the best of luck, and I'm here for anything you may need.