Urban Thier Federer & Chinnery is pleased to announce the opening of offices in Manchester and London in the United Kingdom.  The Manchester office is headed by solicitor Stephen Chinnery and the London office is headed by barrister Ian Bridge.  The Manchester and London offices join Urban Thier Federer & Chinnery’s long standing Orlando, Florida, and Munich, Germany, offices.

Shareholders at Urban Thier Federer & Chinnery explained that the opening of the United Kingdom offices is the result of having served the legal needs of many 100s of United Kingdom residents over the past few years.  The United Kingdom presence will allow the firm to better serve those and other clients’ legal needs throughout the United Kingdom as well as in Florida, the United States, Germany, and throughout the European Union.  Urban Thier Federer & Chinnery also looks forward to continuing to expand its United Kingdom presence and to meeting the domestic transactional and litigation needs of new and existing United Kingdom based clients in United Kingdom courts as well as throughout the European Union and United States.

Urban Thier Federer & Chinnery Limited (SRA Number 559959) is fairly unique in that it is comprised of barrister, solicitor, SRA registered European lawyer and SRA registered foreign lawyer legal professionals.  The Manchester office will serve as Urban Thier Federer & Chinnery’s United Kingdom headquarters.  Urban Thier Federer & Chinnery looks forward to expanding its service to United Kingdom clients and to also continuing its long-standing relationship with the United Kingdom law firm of Bennetts Solicitors, Attorneys & Notaries.

Instant Access Properties/IAP Global Officers and Directors

By John L. Urban, Shareholder

Urban Thier Federer & Chinnery, P.A.

Via its UK offices, Urban Thier Federer & Chinnery, P.A. (“UTFC”), is moving forward with the representation of former members of Instant Access Properties, Ltd./Instant Access Properties Global, Ltd. (“IAP”) who suffered financial losses and other damages as a result of their relationship with and membership in IAP.  UTFC has already represented over 1000 IAP members who have sought to terminate their preconstruction/off the plan “off-plan” purchase contracts and recover their deposits for well over 500 units throughout Central Florida including, but not limited to, Lake Austin Reserve (Grande Palisades, Avalon and Magnolia Woods), Lake Eve, Bahama Bay II, and others.  To date, UTFC has represented more IAP members in enforcing their legal rights than any other law firm in the world.

UTFC is structuring the UK IAP litigation very similarly to the way it has handled many 100s of Florida IAP related cases.  We will ask each client to sign a Legal Representation Agreement or an Addendum to their existing contingency fee Legal Representation Agreement and to pay a £350 (approximately equivalent to $500) cost deposit to be used to pay costs.  The matter would be handled on a pure contingency fee and/or Conditional Fee Agreement (CFA) basis in order to maximize any potential judgment.  The only out of pocket costs to UTFC clients would be the £350 cost deposit plus a separate payment to a third party After The Event (ATE) insurance company to provide insurance coverage in the event that the case was unsuccessful and you were to incur liability via an adverse legal costs order to pay the officer and director defendants’ defense fees and costs.

COSTS:

The costs we anticipate incurring are for at least two Queen’s Counsel opinions and other costs related to the case which are paid to third parties.  The Queen’s Counsel opinions will provide us with additional objective insight into strengths and weaknesses and legal claims against the IAP officers and directors (IAP is in liquidation).  We will then utilize those opinions to secure bids for insurance coverage in the event that the case was unsuccessful and you were to incur liability via an adverse legal costs order to pay the officer and director defendants’ defense fees and costs.  Each client will be responsible to pay a separate charge for this insurance coverage (in addition to the £350 cost deposit) if they wish to have this insurance protection.  The cost deposit will be required from all clients at whatever stage they join proceedings.  We envisage that UK solicitors will be instructed to pursue this litigation in the English High Court on a conditional fee basis.

LITIGATION STRATEGY AND ROAD MAP:

Both IAP entities are in liquidation.  Accordingly, the UK litigation will be focused on seeking recovery based upon the liability of certain IAP officers and/or directors.  We would be seeking to recover from them any damages/losses resulting from your relationship with IAP not already recovered.  UTFC views this as a 3 phased approach with each phase being equally critical:

1) complete analysis of case and evidence, Queen’s Counsel opinion(s), ATE insurance coverage, and other pre-suit matters;

2) filing of lawsuit(s) in UK English High Court and securing judgment or other resolution of the litigation; and

3) collecting upon any judgment or other resolution.

UTFC is aware of the pending English High Court case of Tamsin Barks versus “Jim” James Moore, “Tony” Anthony McKay, “Brad” Bradley Rosser et al and the difficulties that the plaintiff in that case has faced.  UTFC has been in contact with and lent assistance to plaintiff’s counsel in that matter.  However, UTFC fundamentally disagrees with the approach being taken in that case which appears to be based upon making a “best effort” for justice versus UTFC’s standard approach of a step by step analysis and ensuring that decisions at each phase of the litigation are made in a calculated business manner with the client’s involvement and based upon a cost/benefit/risk analysis (not emotion and revenge).  This is a proven strategy that has resulted in UTFC recovering well over $10,000,000 in funds for over 1000 IAP purchaser clients.

Ultimately, UTFC believes that the cases will probably be consolidated via a Group Litigation Order (GLO) or other mechanism similar to how UTFC administered the Florida litigation cases.  UTFC believes that there is strength and reduced risk in numbers.  For example, the more IAP purchasers that retain UTFC, the lower the ATE insurance coverage premium per client may be, the more information can be gathered in support of the litigation, etc.

NEXT STEPS:

UTFC is actively being retained by IAP purchasers who wish to take the first step as outlined above and well over 100 former UTFC clients have already indicated that they wish to proceed.  IAP purchasers should contact UTFC’s Orlando (www.urbanthier.com) or Manchester (www.urbanthier.co.uk) office if they would like to learn more and/or move forward with phase 1.  IAP purchasers should also feel free to share this information with others who may be seeking similar relief.  UTFC anticipates posting additional articles with updates and information, on both the www.urbanthier.com and www.urbanthier.co.uk websites, as the matter progresses.

We encourage all IAP members, who are contemplating legal action, to interview any attorney that they may be contemplating to retain and to ask that attorney for their experience, record in this area of the law, number of cases taken to final judgment, number of cases affirmed on appeal, number of attorneys in the firm, firm staff, resources, etc.  We sincerely believe that purchasers should not retain an attorney or law firm until they are confident that 1) the law firm has the experience and resources to represent their best interest and 2) they fully understand the law firm’s litigation strategy.

The Florida Bar, which regulates all attorneys who are licensed to practice law in the State of Florida, provides strict guidelines which prohibit us from providing any additional details referring to past successes or results obtained for other purchasers in this or any other matter.  However, we can provide you with this and other information in response to any inquiry.  Accordingly, we encourage you to contact us via the “Contact Us” page and we will promptly respond with additional information.

With attorneys in Orlando, Florida, and Manchester and London, United Kingdom, Urban Thier Federer & Chinnery, P.A., continues to assist IAP members and real estate buyers throughout the United States and European Union countries.  Most cases can be handled on a contingency fee basis (client is responsible for costs).

We encourage you to explore our websites – www.urbanthier.com (United States office), www.urbanthier.co.uk (United Kingdom offices) and www.urbanthier.de (German office) to learn more about Urban Thier Federer & Chinnery, P.A., Urban Thier Federer & Chinnery, Ltd. (SRA approval pending), and Urban Thier Federer & Chinnery, Rechtsanwälte, and their attorneys and practice areas.  Urban Thier Federer & Chinnery, P.A.’s representation of buyers includes litigation of cases in state court, federal court and arbitration proceedings.  We encourage you to become informed of your rights and options.  You should also ensure that any law firm you consult or retain to represent you has the experience, resources and ability to take your case through trial and appellate courts, if necessary.

Please note that Urban Thier Federer & Chinnery, P.A. does not represent you and cannot take any action on your behalf unless and until you enter into a formal written Legal Representation Agreement.

Florida offers many types of business entities that can limit the liability of its principals. The three main types of business entities are partnerships, corporations and limited liability companies.

A General Partnership is an unincorporated business owned by two or more persons who share assets and liabilities.  In order to limit liability, owners may choose to enter into a limited liability partnership, a limited partnership, or a limited liability limited partnership.

A Limited Liability Partnership (“LLP”) is a general partnership in which the partners have no liability, as partners, for certain debts and obligations of the partnership, whether arising in contract, tort or otherwise.  To qualify as an LLP, it is necessary to file a Statement of Qualifications with the Florida Secretary of State.  However, every year the LLP must file an annual report or its status will be revoked.  If the annual report is not filed, each general partner is jointly and severally responsible for all liabilities arising after the LLP status is revoked.

A Limited Partnership (“LP”) has at least one (1) general partner who manages the partnership and is generally liable for the debts of the partnership.  The limited partners have limited control over the management and operation of the partnership and are not generally liable for the debts of the partnership.

A Limited Liability Limited Partnership (“LLLP”) is a limited partnership in which the general partner is no longer personally liable for the acts of the limited partnership.  The general partner of an LLLP is protected by statute from liability for the acts of the limited partnership and does not expose himself to individual liability.  Like the LLP mentioned above, every year the LLLP must file an annual report or its status will be revoked.  If the annual report is not filed, each general partner is jointly and severally responsible for all liabilities arising after the LLLP status is revoked.

All partnerships should have a written partnership agreement clearly defining the terms of the partnership.

Corporations are formed by filing Articles of Incorporation with the Florida Secretary of State.  The corporation is a new entity that is separate from its owners, which are called shareholders.  Shareholders have no personal liability for liabilities that arise in the ordinary course of business and can limit their personal liability to their ownership of the corporation.  Corporations can be taxed as “C” Corporations or “S” Corporations.  “C” Corporations  have the potential to allow “double taxation” whereas S corporations allow “flow through” taxation.  However, “S” Corporations have several restrictions, including a limitation that only US citizens and resident aliens may be shareholders.

All corporations are required to maintain a corporate book which includes its bylaws, minutes and corporate stocks.  Additionally, if there is more than one shareholder, there should be a shareholder’s agreement.  Bylaws usually set out the powers, duties, rights and obligations of the directors and officers and other matters related to the corporation as a whole.  A shareholders’ agreement is an agreement between the stockholders of a corporation that governs the rights and obligations of the shareholders.

The limited liability company (“LLC”) is an entity that blends the partnership and corporation.  Like corporations, the principals, called members, limit their personal liability to their ownership in the company.  However, members can choose whether to be taxed as a partnership or a corporation.  Unlike an S corporation, non resident aliens may be members of LLC’s.

LLC’s are formed by filing Articles of Organization with the Florida Secretary of State.  LLC’s should maintain a company book, which includes its operating agreement (also known as regulations which are similar to the bylaws of a corporation), minutes and membership certificates (which are similar to the stock certificates of a corporation).  Additionally, if there is more than one member, there should be a membership agreement, which would be similar to the shareholder agreement mentioned above.

When forming a Florida entity, it is important to discuss tax issues with an accountant.

German American law firm is searching for a business contract associate attorney for its Orlando, Florida office to work closely with a fast paced senior partner. Successful candidate would be a hard worker with superior written and oral communication skills, with at least 3 years experience. Send cover letter and resume in confidence to Career@urbanthier.com.

Bennetts Solicitors, Attorneys & Notaries has over a century of experience working in the United Kingdom with a particular focus in employment, agriculture, commercial and business law, family law and contentious trust and probate matters.

Bennetts Solicitors, Attorneys & Notaries has two office locations in the United Kingdom, Wrington, Bristol and Pentwyn, Cardiff. For more information about Bennetts Solicitors, Attorneys & Notaries, visit their website at www.bennettlaw.co.uk.

Bennetts also practices law in Florida and New York, acting for British clients.

Contacts

Alan Reed was admitted as a Solicitor in 1970 when he joined Bennetts Solicitors, Attorneys & Notaries and when he was awarded the Hampshire Law Prize. Alan sat as a Deputy District Judge for some 22 years and until 2005. He focuses in commercial litigation and in particular company and partnership disputes, minority shareholders actions and employment law.

Alan has acted for major public companies and local authorities as well as substantial owner managed businesses. He is a member of the Law Society, the Society for Computers and Law and the Employment Lawyers Association.

Hannah Wallington qualified with Bennetts in July 2007 and she now works primarily in commercial litigation. Hannah is also an American attorney licensed to practice law in the state of New York.

During her time training with Bennetts and since qualifying, Hannah has developed a good understanding of the litigation and dispute resolution process and has experience in Court proceedings and Mediation. Hannah advises and assists in international litigation arising in the United States and particularly in New York. Hannah also undertakes non-contentious corporate work and is able to advice on the incorporation of limited companies. She is particularly interested in insolvency and bankruptcy actions.

Hannah is a member of the Bristol Law Society.

Email John L. Urban

The law firm of Urban Thier Federer & Chinnery, P.A., continues to represent clients throughout the United States and Europe who wish to terminate their pre-construction contracts and purchase agreements for condominiums and homes located in the Central Florida area and to receive back their deposits. The firm is most active in the Greater Orlando area (throughout Orange and Osceola County, Florida).

Legal Basis for Termination

The primary causes of action utilized by Urban Thier Federer & Chinnery, P.A., are 15 U.S.C.  §§ 1701-1720, the Interstate Land Sales Full Disclosure Act (also known as ILSA or ILSFDA), Florida Statutes Chapters 718 and 720, breach of contract and, depending on each buyers’ potential circumstances, other claims.

Interstate Land Sales Full Disclosure Act

The Interstate Land Sales Full Disclosure Act, 15 U.S.C. §§ 1701 et. seq., is federal law that was originally enacted in 1968 as an antifraud statute utilizing disclosure as its primary tool to protect purchasers. ILSFDA remains a viable cause of action and is enforced by the courts to allow purchasers to terminate their pre-construction contracts. However, it is vital that purchasers act in a timely manner because ILSFDA has a strict statute of limitations/time limit that bars most claims three years (and rescission claims two years) after the date that the purchaser signs the pre-construction contract or purchase agreement. Once the applicable time period passes, a purchaser may be barred from bringing a claim under ILSFDA.

Florida Statutes Chapter 718 (Florida Condominium Act) and 720

Florida Statutes Chapters 718 (for condominium developments) and 720 (for housing developments with a homeowners association) are Florida laws that require certain written disclosures of rights within the contract or purchase agreement.  Pursuant to Florida Statutes § 718.202, developers/sellers are required to maintain purchaser deposits in separate escrow accounts under the control of an escrow agent and there are strict legal requirements for the treatment and release of purchaser deposit funds.  Pursuant to Florida Statutes § 718.503, developers/sellers are required to disclose certain information to purchasers both at the time of signing of the contract or purchase agreement (including, but not limited to, condominium and homeowners association documents and a disclosure summary listing fees, assessments and other information) and upon making any material and adverse changes to the development.  Pursuant to Florida Statutes § 718.506, purchasers may be entitled to rescind the contract if they reasonably relied upon any material information in any condominium, promotional or other documents that is materially false or misleading.  The time limits/statutes of limitations on such claims can be as short as 15 days from the date that the purchaser receives a material and adverse change from the developer to four (4) years from the date of the violation.

15 U.S.C. § 77 (Securities Act of 1933) and Florida Statutes Chapter 517 (Florida Securities and Investor Protection Act)

For those with pre-construction contracts or purchase agreements for the purchase of condominium units that constitute condominium hotels (a/k/a condo hotel – not fractional or timeshare ownership), the firm has been filing lawsuits that include counts for federal and state securities law violations. Under most condo hotel pre-construction contracts or purchase agreements the purchaser’s use of the unit as a personal residence is subject to such limitations as use for no more than 179 days per year, use only when not booked under the rental program, and other limitations. As a result, the purchaser may no longer be simply purchasing a condominium unit.

The purchaser may instead (or in addition to being deemed to be purchasing a condominium unit) be entering into what the securities laws characterize as an “investment contract” subject to both federal and Florida securities laws. Some of the basic elements of a securities law claim include an investment of money, with an expectation of profit, a return on investment that is dependent on the efforts of another and a risk of loss. The securities laws have strict statutes of limitations/time periods within which a lawsuit must be started.  Some of the time bars are as short as one year from the date that the purchaser knew or should have known (actual or constructive notice) that securities laws may have been violated.

Breach of Contract

Most pre-construction contracts or purchase agreements contain terms, conditions and language intended to bring the developer/seller in compliance with the above and other statutory laws. As a result, many of the above protections also become binding terms and conditions of the pre-construction contract or purchase agreement.  For example, most contracts recite the required Florida Statutes § 718.202 and 718.503 language.  As a result, those statutory protections become contractual terms.  Most contracts contain a firm or estimated completion date, which can also be the basis for a breach of contract claim for untimely completion.  The time bar/statute of limitations on a cause of action for breach of a written contract can run as long as five (5) years from the date of the breach.

Litigation Strategy

Urban Thier Federer & Chinnery, P.A.’s litigation strategy includes certain situations where a developer claims to have complied with ILSFDA by making an unconditional commitment to complete construction within 2 years (which is the most common exemption utilized by developers to avoid having to provide the purchaser with an ILSFDA compliant property report prior to signing) but then fails to complete construction within 2 years.  In such a situation, the court may have no alternative except to find that either ILSFDA was violated (because the pre-construction contract or purchase agreement does not contain an unconditional commitment to complete construction within 2 years) or the contract was breached due to the developer’s failure to timely perform (in Florida, completion is determined by the date a certificate of occupancy is issued by the responsible government authority for the unit at issue).

Another example is the interplay between ILSFDA or Florida Statutes Chapter 718 and the securities laws. If a developer takes the position that ILSFDA and/or Chapter 718 do not apply to the unit at issue because it is not a property that falls within the definition of a lot (defined under ILSFDA as a residential, condominium, commercial or industrial lot) or a condominium (defined in Chapter 718 as two or more residential units subject to a condominium association), then the transaction may be found to be a security and subject to the securities laws.  A time-barred claim, such as an ILSFDA claim brought after two (2) or three (3) years from the date that the purchaser signed the purchase contract, may be revived by including in the lawsuit a per se/automatic Florida Deceptive and Unfair Trade Practices Act (FDUTPA, Florida Statutes § 501.201) violation, which has a four year statute of limitations.

Conclusion

The first step in protecting yourself as a buyer is to contact an attorney – one who is not affiliated with the developer – in order to understand your particular contract(s) and circumstances. The above analysis is intended to only serve as an example and nothing within this blog or contained on this website should be construed as the giving of legal advice. You should also note that some developers fully comply with the above and other laws and such contracts may not be subject to rescission, termination or other remedies.

Many pre-construction contracts and purchase agreements appear to provide the legally required federal and state disclosures and protections – many even naming the various laws right in the contract. However, a qualified lawyer with the proper experience in real estate litigation and transactions can quickly identify weaknesses in the contract which may subject it to attack via the above referenced and other laws and causes of action.

The Florida Bar, which regulates all attorneys who are licensed to practice law in the State of Florida, provides strict guidelines which prohibit us from referring to past successes or results obtained for other purchasers in this or other developments. However, we can provide you with this and other information in response to any inquiry. Accordingly, we encourage you to contact us via the “Contact Us” page and we will promptly respond with additional information. You can also view more detailed information on our About Us page.

We encourage you to explore our website – www.urbanthier.com to learn more about Urban Thier Federer & Chinnery, P.A. their attorneys and practice areas. Urban Thier Federer & Chinnery, P.A.’s representation of buyers includes litigation of cases in state court, federal court and arbitration proceedings. We encourage you to become informed of your rights and options. You should also ensure that any law firm you consult or retain to represent you has the experience, resources and ability to take your case through trial and appellate courts, if necessary.

Please note that we do not represent you and cannot take any action on your behalf unless and until we enter into a formal written Legal Representation Agreement and any cost deposit or retainer has been cleared into the firm’s attorney trust account.