David I. Haas

Areas of Practice

• Commercial and Residential Real Estate Development, Transactions and Financing

• Real Estate Joint Ventures

• Condominium and Other Common Interest Ownership Development and Governance Regimes

• Senior Housing Development

• Hospitality

• Architect, Construction and Development Contracts

• Commercial Leases

• Zoning and Land Use

• Troubled Real Estate Projects

Representative Matters

• Represented affiliates of Full Circle Private Investment LLC in the nearly $40 million sale of two skilled nursing facilities and a personal care facility located in two different Pennsylvania counties.

• Representation of foreign equity investors in connection with a joint venture and hotel management agreement with an international hospitality company for development of a new upscale hotel in New York City.

• Representation of real estate developer in connection with its franchise and management agreements for the Cambria Hotel, on the Avenue of the Arts in Center City Philadelphia.

• Restructuring the ownership of a nationally flagged hotel property in Chapel Hill, North Carolina and sale of a fifty percent tenant-in-common interest in that property.

• Represented Shelbourne Capital LLC in its new joint venture with Red Lion Hotels Corporation, a Spokane, Washington-based public company, involving the acquisition, equity and debt financing, and a capital improvement program for twelve hotels located in Washington, California, Oregon, Idaho, and Utah as well as hotels in Baltimore, MD, Washington, DC and Atlanta, GA.

• Represented Red Lion Hotels Corporation in financing for its acquisition of a hotel brand from Wyndham Hotel Group.

• Counsel to equity investor in a joint venture, formed with an affiliate of a national hospitality firm, to acquire the Renaissance Hotel in Syracuse, N.Y. Developed and documented a multi-party, multi-level equity structure for the acquisition of the first-lien mortgage debt and deed in lieu of foreclosure. Handled the financing for the acquisition by the joint venture, change of hotel franchise and product improvement plan (PIP). Developed with tax counsel a transaction structure addressing the potential tax implications for the transaction.

• Managed the team of attorneys that handled, on behalf of Icahn Partners LP for its first-lien financing of multiple casino properties in New Jersey, all of the real-estate elements of the plan of reorganization in the chapter 11 proceedings of Trump Entertainment Resorts, Inc.

• Representation of the majority owner in a joint venture to acquire ownership of one of the largest office buildings in downtown Wilmington, Delaware by a highly structured acquisition of the existing mortgage documents and deed in lieu of foreclosure. The acquisition included third party bridge financing and preferred equity.

• Represented a senior housing developer of assisted living/memory care facilities in approximately $250 million in aggregate private equity funding and acquisition, construction and working capital financings for nine new construction facilities located in seven states.

• Representation of senior housing development joint venture in the sale of completed and stabilized assisted living facilities in Pennsylvania, New Jersey, Missouri, Tennessee, Texas and Maryland.

• Completion of a joint venture between a senior housing developer and the affiliate of a senior housing public REIT for the construction of a new assisted living/memory care facility in Bergen County, New Jersey.

• Counsel to Kaiserman Company in a structured sale of controlling interests in partnerships owning a 700,000 square foot portfolio of commercial buildings in the Independence Hall area of Philadelphia, including the historic Bourse Building.

• Counsel to Abington Friends School, a suburban Philadelphia non-profit private school (K-12), for development of its new gymnasium and expanded outdoor athletic facilities, including all zoning and land development approvals, design and construction agreements, and tax-exempt bond financing for the project.

• Represented the Philadelphia Zoo in connection with zoning approval for its new 20,000 square foot indoor/outdoor restaurant facility.

• Preparation of the condominium documents for Eastern Tower, a 20-story, 200,000-square-foot mixed-use project of community-based non-profit Philadelphia Chinatown Development Corp. at 10th and Vine streets in Philadelphia, Pennsylvania. Eastern Tower is the largest new construction project to be built in the Chinatown section of downtown Philadelphia.

• Restructuring the vertical subdivision governing documents of mixed-use office/retail building in the downtown Chicago, Illinois to accommodate the future development of the property’s air-rights.

• Representation of Philadelphia-based private non-profit university in real estate matters involving exemptions and abatements from real estate taxes for the university’s facilities.

• Transaction counsel for sale of stock of multi-family real estate management company.

• Counsel to U.S. bank on loan restructure for residential development.

• Negotiation and documentation for the sale of a principal’s controlling interest in nationally-recognized architectural firm headquartered in southeastern Pennsylvania.

• Counsel to BLT Architects (executive architect and architect of record) for the $2.5+ billion beachfront casino entertainment resort along the Atlantic City boardwalk.

• Counsel to purchaser of multiple retail triple net lease drug/convenience store locations in New Jersey, Massachusetts and Connecticut as part of Section 1033 transaction following acquisition of stock of a corporation whose previously held real estate in New York was the subject to condemnation for public development.

• Counsel for the acquisition of multiple parcels in Center City, Philadelphia, Pa., for the site of Lenfest Hall of the Curtis Institute of Music.

• Representation of real estate development/management firm in joint venture for new construction "LEED (Leadership in Energy and Environmental Design) Certified" multi-building office complex acquisition in Washington, D.C. area. Project is more than 300,000 square feet.

• Representation of primary equity syndicator in $70 million acquisition of interests in 460,000-square-foot regional East Coast retail outlet shopping center. Structured acquisition to avoid transfer-tax exposure on acquisition. Created ground lease and distribution loan structure to facilitate primary and mezzanine-level securitized acquisition financing and meet commercial mortgage-backed securities rating-bureau standards.

• Representation of a major real estate opportunity fund in its major equity investments in the real estate projects and developments nationwide - including recent acquisition of multi-complex apartment properties portfolio with more than 4,000 units; assisted-living facilities, residential waterfront development; and urban telecom-switching facilities.

• Representation of equity general and limited partners in real estate investment partnerships in connection with joint-venture on regional performing arts center private parking facility in Philadelphia and various suburban office buildings.

• Representing a private golf club partnership in its parcel assemblage, land acquisitions and zoning and development approvals for development of a second 18-hole golf course and accompanying housing sites in Chester County, Pa. Also served as real estate counsel for the land acquisition, design and construction of the client's first 18-hole course.

• Counsel to a regional home-builder in connection with all of its corporate, financing and development activities as well as its sale of company assets to a national home-builder.

• Representation of a regional urban residential developer of market housing for its joint ventures for the development of urban sites.

• Serve as corporate and business counsel to a multi-site amusement and water park owner and operator ranked among the top ten amusement park companies in the United States.

• Representation of architectural firm in the negotiation of design contracts for a hi-rise office Philadelphia tower, multi-phase waterfront residential development, and other private and public development projects.

• Representation of partners in a shopping mall developer with regard to a transfer of partnership interests to a public real estate investment trust.

• Representation of purchaser of mixed use residential and retail high-rise building in transaction with planned condominium conversion for the residential component of the building.

Admissions

• Pennsylvania
• New Jersey
• Supreme Court of Pennsylvania
• Supreme Court of New Jersey
• U.S. Court of Appeals for the Third Circuit
• U.S. District Court for the Eastern District of Pennsylvania
• U.S. District Court for the District of New Jersey

Education

• University of Pennsylvania Carey Law School, J.D., 1979
• University of Pennsylvania, B.A., Economics and History, summa cum laude, 1976
  Phi Beta Kappa

Experience

• Duane Morris LLP
  - Co-Chairman, Partner Technology Committee
  - Chairman, Pension Committee
  - Former Member, Partners Board
  - Partner, 1987-present
  - Associate, 1979-1987

Professional Activities

• Chief Draftsman of Pennsylvania Uniform Planned Community Act (68 P.S. § 5401 et seq.)
• Co-Draftsman of Amendments (1992) to Pennsylvania Uniform Condominium Act (68 P.S. § 3101 et seq.)

• Pennsylvania Bar Association
  - Real Property, Probate and Trust Law Section
  -- Former Chairman, Common Interest Ownership Committee
  --- Uniform Condominium Act Subcommittee
  --- Former Chairman, Uniform Planned Community Act Subcommittee
  -- Legislative Relations Committee
  - Corporation, Banking and Business Law Section

• Philadelphia Bar Association
  - Real Property Section
  -- Former Member, Executive Committee
  -- Former Chairman, Condominium, Cooperative and Planned Community Committee
  -- Nominating Committee, 1994

• Lead witness, House Bill 1757, the Uniform Planned Community Act, hearing of the Pennsylvania Senate Urban Affairs and Housing Committee, June 1996.
  
• Delaware Valley Chapter of Community Associations Institute (CAI) - Attorneys' Committee - Board of Directors, 1983-1990 - President, 1985-1987

Honors and Awards

• Listed in Pennsylvania Super Lawyers, 2004-2019

• AV Preeminent® Peer Review Rated by Martindale-Hubbell®

Board Memberships

• Camp Ramah in the Poconos - Counsel, Past President and Member of Board of Directors

• Neighborhood Club of Bala Cynwyd Civic Association, Bala Cynwyd, PA – Solicitor and Member of Board of Directors

Civic and Charitable Activities

• Appointed to Lower Merion Township Transportation Services Area Advisory Committee in connection with City Avenue Rezoning

• Solicitor and Board Member, Neighborhood Club of Bala Cynwyd Civic Association

• President, Community Associations Institute Delaware Valley Chapter (1985-87)

• Board Member and Former President, Camp Ramah in the Poconos

Selected Publications

• Co-author, "Pennsylvania Amends Statutes Affecting Condominiums, Cooperatives and Planned Communities," PA Banker, April 2019

• Co-author, "Pa. Superior Court Extends Protection of Implied Warranty of Habitability to Subsequent Purchasers of a Newly Constructed Home," Duane Morris Alert, December 11, 2012; republished in Real Estate Law360, Pennsylvania Law360 and Contract Law360, January 15, 2013
• Co-author, "Pennsylvania Planned Communities and Condominiums in Light of Shaffer Decision: What Now?" Duane Morris Alert, February 12, 2010
• "U.S. Treasury Department Permits More Modifications for Securitized Commercial Mortgages," Duane Morris Alert, September 23, 2009
• "Buyers in Shared Facilities Need to Ask Questions," Quarterly Real Estate Report, Philadelphia Business Journal, April 25 - May 1, 1983 at pg. 32
• Co-author, outline on Turnover of Control and Continuing Management Concerns for Pennsylvania Bar Institute Course on Condominiums in Pennsylvania (Publication No. 1980-127)
• Co-author, article submitted to Community Associations Institute on the topic of Condominium, Homeowners' Associations and Cooperatives: Similarities and Distinctions
• "Governing the Lender-Controlled Community Association in a Foreclosure," The Real Estate Finance Journal, Summer 1993
• Author, articles published in The Legal Intelligencer and the Pennsylvania Law Journal on the Pennsylvania Uniform Condominium Act and Unit Property Act, November 1980
• Co-author, "Collection of Delinquent Condominium Association Assessments under the Pennsylvania Uniform Condominium Act," Community Associations Law Reporter, May 1983

Media Hits

• Quoted, "Report: Hoteliers Expect Full Post-COVID Recovery," Connected Real Estate Magazine, June 21 2022

Selected Speaking Engagements

• Panel, Duane Morris Roundtable Seminar Program - "Pennsylvania Planned Communities and Condominiums in Light of Shaffer Decision" - scheduled for April 16, 2010
• Moderator and Panel, "Distressed Real Estate", a Duane Morris Real Estate Roundtable Seminar Program, Philadelphia, PA, April 22, 2009
• "Developing a Law Firm Web Site," PBI Technology Institute, Philadelphia, Pennsylvania, February 4, 2000
• Lecturer, "Homeowner Associations--Myths and Facts," Chester County Board of Commissioners, May 1987

• Faculty Member and Speaker, "Pennsylvania Law of Common Interest Ownership Projects" Third Annual Real Estate Institute, sponsored by the Pennsylvania Bar Institute, Philadelphia, Pennsylvania, December 9, 1999

• Lecturer, "The Transition Process: A Developer's Perspective - Avoiding the Pitfalls and Risks," 22nd National Conference of Community Associations Institute, San Diego, CA, April 1987
• Faculty Member and Speaker, "Condominiums, Cooperatives and Planned Communities," Second Annual Real Estate Institute, sponsored by the Pennsylvania Bar Institute, Philadelphia, Pennsylvania, December 1-2, 1998
• "Intranets and Extranets: Developing an Online 'Community' for your Law Firm and Its Clients," PBI Technology Institute, Philadelphia, Pennsylvania, February 22, 2001
• Moderator, "Inner-City Commercial Development Opportunities and Funding," sponsored by The Urban Development Group, Philadelphia, Pennsylvania, April 16, 1998
• Instructor, CAI Leadership Training Program on legal matters relating to Condominium and Homeowner Associations
• Course Planner, Co-Author and Lecturer, "Developing Common Interest Ownership Projects," Pennsylvania Bar Institute course (Publication No. 1985- 311), Fall 1985
• Faculty Member and Speaker, "Condominiums, Cooperatives and Planned Communities," First Annual Real Estate Institute, sponsored by the Pennsylvania Bar Institute and the Real Property, Probate and Trust Law Section of the Pennsylvania Bar Association, Valley Forge, Pennsylvania, October 22-23, 1997
• Lecturer on Planned Unit Development and Condominium Communities including sessions at National CAI Conferences in Dallas (on financing condominium unit sales), in Chicago (on conflicts of interest representing condominium and homeowners associations) and in San Francisco (on liability and insurance matters relating to condominium and homeowners associations).
• Lecturer, "Pennsylvania Uniform Planned Community Act," Pennsylvania Land Title Institute, Pennsylvania Land Title Association's Lehigh Valley Chapter, Bethlehem, Pennsylvania, September 1997
• Lecturer, "The Development of Condominium and Homeowner Association Projects," Pennsylvania Conference of Township Supervisors, Hershey, Pennsylvania
• Course Planner and Panel Member, "The New Uniform Planned Community Act," at various seminars throughout Pennsylvania sponsored by the Pennsylvania Bar Institute, Delaware County Bar Association Real Estate Lawyers, Home Builders Association of Bucks/Montgomery Counties, Home Builders Association of Chester/Delaware Counties, the Chicago Title Insurance Company, and the Pennsylvania Land Title Association, February-April 1997
• Co-lecturer, "Receiverships: Creating Opportunity from Adversity," The Delaware Valley Chapter of the Institute of Real Estate Management's 1991-92 Real Estate Forecast, Philadelphia, September 1991