BY JOHN KIRITSIS, ESQ., CPA, MBA, MS, JD, LL.M
The Business Judgment Rule is a legal principle that applies to the decisions made by boards of directors, including condo boards, in the context of running a corporation or association. It provides protection to board members from personal liability for their decisions, as long as those decisions are made in good faith and are within the scope of their authority. The Business Judgment Rule recognizes that board members are often making complex decisions based on their expertise and the information available to them.
In the context of NYC condo boards, the Business Judgment Rule applies to decisions made by the board in carrying out its responsibilities for managing and operating the condominium association. Here’s how it typically works:
- Good Faith and Care:
Board members are expected to make decisions in good faith, with the best interests of the condo association and its members in mind. They should exercise reasonable care, diligence, and skill when making decisions.
- Acting Within Authority:
The decisions made by condo boards must be within the scope of their authority as outlined in the governing documents of the condominium association. This includes decisions related to financial matters, maintenance, repairs, enforcement of rules, and more.
- No Self-Dealing or Conflicts of Interest:
The Business Judgment Rule does not protect board members who have conflicts of interest or engage in self-dealing, where personal gain is prioritized over the interests of the condo association and its members.
- Informed Decision-Making:
Board members are expected to gather sufficient information before making decisions. This may involve consulting professionals, reviewing relevant documents, and considering potential impacts.
- Judicial Deference:
Courts generally show deference to the decisions made by condo boards under the Business Judgment Rule. Courts do not usually second-guess decisions made by the board as long as the decisions were reasonable and made in good faith.
- Legal Challenges:
To successfully challenge a decision made by a condo board under the Business Judgment Rule, a unit owner would typically need to show that the decision was made in bad faith, was arbitrary and capricious, or involved gross negligence or misconduct.
It’s important to note that while the Business Judgment Rule offers protection to board members, it doesn’t shield them from all legal challenges. If a decision is clearly motivated by personal gain, is reckless, or violates laws or the condo’s governing documents, it may still be subject to legal action.
For specific legal advice or information about how the Business Judgment Rule applies to a particular situation, it’s advisable to consult with legal professionals who specialize in NYC condominium law. Laws and regulations can vary, and legal advice should be tailored to the individual circumstances at hand.
Citations, References and Potentially Useful Resources for Further Information:
New York State Constitution
Federal Securities Regulation
New York State Martin Act
New York Condominium Act
New York State Security Regulations
New York Business Corporation Law
New York Limited Liability Company Law
New York Uniform Partnership Act
Federal Internal Revenue Code
New York State Tax Laws, Rules & Regulations
New York City Tax Laws, Rules & Regulations
Winston Churchill Owners, Inc. v. Regents Real Estate Associates
Board of Managers of the Park Regis Condominium v. Park Regis Owners Corp.
Park Sutton Condominium v. 447 E. 57th St. LLC
28 E. 10th Street Corp. v. Veras
Riverside Syndicate, Inc. v. Munroe
Essex House Condominium v. Marks
The Parc Vendome Condominium v. Atkinson
54-56 Meserole Street Owners Corp. v. Rossi
The Beekman Regent Condominium v. Bottiglieri
Chelsea 19th LLC v. West 19th Street Realty LLC
New York Department of Finance
New York City Department of Buildings
New York City Bar Association
New York State Bar Association
Call 212 922 0005. Kiritsis Law Group.
Manhattan Office: 633 Third Avenue, New York, NY 10017. Phone# 212 922 0005.
New Jersey Office: 7309 Ventnor Avenue, Ventnor, NJ 08406. Phone# 212 922 0005.
Brooklyn Office: 6902 11th Avenue, Brooklyn, NY 11228. Phone# 212 922 0005.
Feel free to call us at 212-922-0005 for a free, brief and confidential consultation.
Whether buying real estate, having years of un-filed tax returns, have an immigration question, considering to start a business, faced with a commercial/business dispute or thinking about getting a prenuptial agreement — Our law firm is willing, able and ready to assist you. Call us at 212 922 0005.
We represent businesses and individuals throughout the 5 boroughs of New York City and most of New Jersey.
For a free, brief initial phone consultation with an attorney, call us today at 212 922 0005.
Our law firm provides a full range of legal services, within the following practice areas:
Tax & Accounting Services
Business/Commercial Litigation & Disputes
The materials available through this website and any other websites owned by John Kiritsis (individually and collectively, the “Website”) are the property of John Kiritsis and his entities, and are protected by copyright, trademark, and other intellectual property laws. You may not use, reproduce, download, store, post, broadcast, transmit, modify, sell, or make available to the public content from the Website without the prior written approval of John Kiritsis. Beware that any unauthorized use of John Kiritsis’ trademarks and copyrighted content for commercial purposes in violation of John Kiritsis’s intellectual property rights, will be vigorously enforced. All other trademarks, service marks and trade names referenced in this site are the property of John Kiritsis.
ANY AND ALL INFORMATION POSTED IN THIS WEBSITE SHALL NOT BE A SUBSTITUTE FOR LEGAL ADVISE BY PROPERLY LICENSED COMPETENT ATTORNEYS. FOR INFORMATIONAL ENTERTAINMENT PURPOSES ONLY. NOT SUBJECTED TO FINALIZED LEGAL EDIT WITH REGARDS TO CONTENT. SITE PRONE TO CONTAINING ERRORS OF STATEMENT OF LAWS, RULES AND/OR REGULATIONS WHERE APPLICABLE.
ATTORNEY ADVERTISING. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.
The views expressed by this author are not legally binding or reflective of the author, the author’s firm, the author’s employers, the author’s employees, or any individual and/or organization.