Hospitality



Windels Marx offers a full suite of legal services to the hospitality industry, which is comprised of the many disciplines of law that are applicable to this unique and diverse segment of the marketplace, including:

  • Corporate & Securities
  • Employment & Employee Benefits
  • Financial Transactions
  • Governmental Relations
  • Insurance
  • Intellectual Property, Technology, &
    e-Commerce
  • Litigation & Alternative Dispute Resolution
  • Real Estate
  • Tax
  • Workouts & Restructurings
  • Bankruptcy & Creditors' Rights

Windels Marx has the diverse portfolio of practice groups required to service the hospitality industry. A unique point of distinction is that our Hospitality Group has a particular sensitivity to the needs of a range of industry participants on issues such as:

  • State Liquor Authority implications,
  • NYC Department of Health,
  • NY Department of Environmental Protection, and
  • Other agencies and industry-specific issues that frequently arise.

We are particularly adept at helping the hospitality industry navigate and respond to trends and issues unique to their businesses, including:

  • All aspects of real estate needs with a focus on leasing and transactional.
  • All aspects of disputes as a result of the business, including: employment, such as drafting employee handbooks, counselling on unemployment insurance issues, advising on worker classification, and wage and hour disputes; regulatory issues in the event of matters that are adverse to government agencies; and other disputes.
  • Implications of Department of Health compliance, violations and any contest of inspection grades.
  • New business expansion models, including cross-border development, co-branding with entertainment facilities, food kiosks and mobile food delivery systems ("food trucks").

REPRESENTATIVE EXPERIENCE

Restaurants, Nightclubs & Related Interests

General Corporate & Trademark Matters

  • Primary outside counsel to a restaurant group which owns and operates more than 20 restaurants worldwide.
  • Counsel to a substantial number of New York and New Jersey-based restaurants, including matters related to the organization of the business entity, aspects of the start-up (including lease negotiation, initial financing and trademark work), and various day-to-day issues affecting the restaurants themselves.
  • Represented a prominent celebrity on the acquisition of the property which now is the cornerstone theater at which a New York-based film festival is held, and also counseled the client on the set up of the festival itself and an adjacent, long-standing restaurant.
  • Advised numerous startups, chefs, restaurateurs and established companies on capitalizations, investment vehicles, corporate formation, blue sky and securities related issues, taxations issues and other corporate issues.
  • Represented a prominent seafood restaurant in the preparation and negotiation of joint-venture agreements among restaurant investors; preparation and negotiation of asset purchase and sale agreements for restaurant space and equipment; and the negotiation of restaurant leases.
  • Advised numerous restaurants and nightclubs regarding intellectual property issues including Federal and common law protections, purchase and sale, cease and desist (responses and enforcement) and other issues.
  • Successfully represented numerous casinos in some of New Jersey's leading service-mark infringement cases, including protection of a casino's valuable but unregistered trade name.
  • Represent, on an ongoing basis, the largest non-sponsor investors in a prominent Midtown Manhattan hotel.
  • Advising clients on a wide range of state and local tax matters, including New York State, Metropolitan Commuter Transportation District, New York City, and New Jersey corporate and individual income taxes, sales and use taxes, and tobacco taxes, as well as special taxes, including New York City Unincorporated Business Tax, Commercial Rent Tax, and Hotel Room Occupancy Tax.

Real Estate

  • Represented numerous New York City restaurant interests (tenants and landlords) in the preparation, review, negotiation, re-negotiation, purchase, sale and assignment of restaurant leases.
  • For a national restaurant corporation, served as counsel on the real estate aspects of the corporate acquisition of a regional franchisee, including preparation of approximately 60 sets of transfer tax returns for indirect transfers in New York.
  • Represented a national fast-food restaurant chain in a substantial portion of its real estate interests, including financing, land use and environmental concerns and in a series of matters that compelled franchisees to disidentify their restaurants with the brand. Representation also included the eviction of franchisees, obtaining money judgments against franchisees and converting arbitration awards into judgments.
  • Represented a major national bank in a multi-million dollar commercial loan workout and foreclosure of a mortgage on Long Island-based property owned by restaurateurs and operated as a diner.
  • Represented a state sports authority in all aspects of a multi-billion dollar redevelopment of an internationally recognized multi-venue sports complex containing new entertainment/retail, office, hotel, sports stadiums, and public rail access.

Employment

  • Represented multiple executives in the hotel industry in the negotiation and preparation of employment and separation agreements.
  • Represent celebrity-owned restaurant in the preparation of all employment agreements with non-disclosures.

Litigation & Bankruptcy

  • Counsel to a well-known New Jersey restaurant, and its president, in a highly contested commercial arbitration.
  • Represented the N.J. Sports and Exposition Authority in over 30 distinct, multifaceted legal challenges brought by environmental groups, affordable housing advocates, local municipalities, and commercial interests opposed to the Meadowlands Xanadu project, a proposed mixed use development consisting of a 520 room hotel, office towers, and a $2.4 billion sports, retail, and dining and entertainment center at the Meadowlands Sports Complex.
  • Represented a major restaurant nightclub in noise dispute which was decided in part by the Court of Appeals.
  • Represented several Manhattan hotels with nightclubs, as well as standalone nightclubs, in noise-related complaints.
  • Representation of a lender in litigation involving multiple guarantees in connection with defaults on loan secured by interests in a hotel located in New York City.
  • Obtained a $29 million judgment on behalf of a casino, and also represented a federal agency in the same matter.
  • Represented the N.J. Sports and Exposition Authority in over 30 distinct, multifaceted legal challenges brought by environmental groups, affordable housing advocates, local municipalities, and commercial interests opposed to the Meadowlands Xanadu project, a proposed mixed use development consisting of a 520 room hotel, office towers, and a $2.4 billion sports, retail, and dining and entertainment center at the Meadowlands Sports Complex.
  • Successfully defended an international casino corporation officer accused by regulators of monetary violations.
  • Representing various Chapter 11 and Chapter 7 debtors and trustees in the sale of some or all of debtors' assets, including most recently a restaurant franchise and an airport hotel, and the related negotiations/litigation with secured creditors, labor unions, landlords, and other parties in interest.

Hotels, Casinos, Spas, Resorts & Cruise Lines

General Corporate

  • Represented a real estate investor in a hotel management agreement with a prominent hotels group for a 35-story, 230 room hotel to be built on the client's property at 219 East 44th Street. This is the first deal signed for the hotels group's new mid-priced health and fitness-oriented brand of hotels. The building will also include corporate housing units with access to the hotel's amenities. Since this is the first hotel of the new brand, several complex provisions were negotiated into the agreement on behalf of the owner.
  • Served as local counsel to a hotel owner in the sale of properties in East Brunswick and Franklin Township, New Jersey.
  • Represented the contract purchaser in the negotiation of hotel management agreement for the operation of $260 million resort under development in Miami Beach, Florida.
  • Negotiated a hotel management agreement for regional hotel-conference center in New Brunswick, New Jersey.

Real Estate

  • Represent one of the premier real estate and country club developers in Southwest Florida, including the development of five golf and tennis clubs and two marinas, and numerous restaurants and wine clubs. Our representation includes virtually every aspect of the client's legal needs, including corporate formation and structuring, lending, tax planning, asset sales and leases, significant and ongoing business litigation, managing reductions in force, general employment law, crisis planning, and more.
  • Representation of multiple mezzanine lenders and participants in their purchase of eight separate tranches of mezzanine debt which was part of a $2.5 billion financing secured by the equity interests in a portfolio of full service hotels located across the country.
  • Represented the mortgage lender in the origination of mortgage debt in connection with the development of a foreign luxury hotel chain's flagship hotel in New York City.
  • Represented a prominent New York City-based athletic club in a proposed sale to a hotel developer.
  • Represented a European bank in a number of loans to a boutique hotel group, which developed a number of "vest pocket" hotels in New York City. One of the interesting components of hotel group's financing was their use of prepaid occupancy agreements with a transcontinental airline so that the bank was assured of a stream of revenue regardless of actual room occupancy and rack rates.
  • For a Wall Street fund as equity investor in joint ventures with various developers, counseled on the development, entitlement, mass transit and other due diligence aspects for equity investments in a phased multi-use development of six city blocks in a mid-Atlantic city (office, hotel, condominium, multi-family and garage).
  • Representation of an institutional lender in a $180 million financing of the construction of a hotel condominium, with multi-state condominium registrations and ongoing local government issues concerning subdivision, modification of the PUD, government grants of easements and permits, and government purchase of a portion of the improvements and payment of a portion of ongoing construction costs.
  • Represented an agent bank and lead syndicator, in connection with a transaction to provide credit enhancement for $145 million in first mortgage bonds and $65 million in second mortgage bonds issued to finance the encapsulation and general remediation of environmentally sensitive areas in the New Jersey Meadowlands for subsequent development into golf courses, a hotel and conference center, luxury "for-sale" housing, luxury apartment units and related environmental infrastructure.

Workouts, Restructurings & Bankruptcy

  • Counsel the promoter of European investor entities in a loan workout with a European bank for a series of defaulted loans totaling $55 million and secured by mortgages on fourteen units in a landmark New York City hotel, including providing strategic options for the parameters of a pre-negotiation agreement to create a relationship between the parties which has successfully averted the commencement of a foreclosure action for over one year, without the borrowers or guarantors waiving any defenses, and allowing the borrowers to retain control of the cash flow and providing an opportunity to find alternate financing.
  • Counseled an investment group that held mezzanine debt of an entity that owned a New York City hotel, helping the client pursue its rights under an inter-creditor agreement, foreclose a security interest in the corporate borrower pursuant to the Uniform Commercial Code, and recover money judgments against guarantors pursuant to payment guarantees and carve-out guarantees.
  • Counsel on the foreclosure of a $170 million loan on a Montana ski resort and the foreclosure of an $80 million loan on a Las Vegas hotel.
  • Represented the bankruptcy trustee in the negotiation of a forbearance and reconveyance agreement resulting in a substantial financial recovery involving a day cruise ship berthed in Palm Beach, Florida.

Wine & Spirits

  • Represented multiple parties in the private sale of a noteworthy wine and spirits business involving complex state liquor and bulk sale laws, tax, employment, operating and trademark considerations.




HOSPITALITY LAWYERS


Partners

MICHELE ARBEENY 
BRUCE F. BRONSTER 
WAYNE S. COOK, JR. 
CHRISTOPHER E. DEAN 
TINA J. GAGLIANO 
MITCHELL A. GILBERT 
DAVID L. GLANZ 
SCOTT R. MATTHEWS 
KARL PIIRIMAE 
ROBERT A. ROSSI 
JAMES M. SULLIVAN 

Special Counsel

DANIEL POCCHIARI 

Counsel

EDWARD E. SHEA 

Associates

TAILA L. MARTIN