- Representation of Centennial Partners, an affiliate of Milwaukee, Wisconsin based real estate developer Wimmer Communities, in a Low Income Housing Tax Credit Year-15 Exit dispute involving a 97-unit affordable senior housing development in Oak Creek, Wisconsin, owned by Centennial, LLC. The dispute centered around Centennial Partners’ effort to exercise and close on its option to purchase the limited members ownership interests in Centennial, LLC. The limited members were ORC Tax Credit Fund 10, LLC and SCDC, LLC, both managed by and affiliated with Wentwood Capital Advisors, LP (“Wentwood”). Through Wentwood, the limited members refused to sell their ownership interests in Centennial, LLC to Centennial Partners for fair market value and sought, instead, to recover a more than $1 million positive capital account balance in the form of a cash payment. In December 2018, a Milwaukee County Circuit Court granted summary judgment to Centennial Partners, confirming that its exercise and pursuit of its purchase option was not a capital transaction, and therefore did now allow for consideration of a positive capital account when determining the fair market value of the limited members’ ownership interests in Centennial. Following this decision, the case went to a jury trial on Centennial Partners’ claims of breach of contract and breach of the duty of good faith and fair dealing. The jury was also asked to determine the fair market value of the limited member interests in Centennial, as well as Centennial Partners’ claim for damages. On behalf of the the limited members, Wentwood sought a more than $1.7 million purchase price for the ownership interests, while Centennial Partners argued that $500,005.00 was the fair market value. After a four-day jury trial and only 40 minutes of deliberations, the jury agreed with Centennial Partners and returned a favorable verdict. The jury found that the limited members had breached the Operating Agreement and violated their duty of good faith and fair dealing owed to Centennial Partners. As a result, the jury awarded Centennial Partners $470,000.00 in damages. The jury also agreed with Centennial Partners that the fair market value of the limited member interests was $500,005.00, resulting in Centennial Partners only needing to pay $30,005.00 for the limited member interests. The more than $1 million positive capital account balance remained with Centennial.
- Representation of Downtown Action to Save Housing (D.A.S.H.), a Seattle-based non-profit affordable housing developer in a Year-15 Low Income Housing Tax Credit (“LIHTC”) dispute with Investor Limited Partners involving three affordable housing communities, and three separate but nearly identical partnership agreements, each of which contained a detailed buyout option that would allow D.A.S.H. to purchase the entire ownership interests of three limited partners at the end of the 15-year Compliance Period. When D.A.S.H. attempted to exercise its buyout options, the Investor Limited Partners (“Investment Partnerships”) refused, despite D.A.S.H. having met all of the requirements of the buyout options, including relying on the assessment of fair market value by an appraiser all parties had agreed upon. According to the Investment Partnerships, they refused D.A.S.H.’s buyouts because they did not agree with the fair market valuation of their ownership interests in the three Partnerships. The Federal Court ruled in D.A.S.H.’s favor after discovery on summary judgment, determining that the Investment Partnerships had breached the partnership agreements by failing to sell their ownership interests to D.A.S.H. According to the Court, “[n]either the partnership agreements nor the buyout options entitled the Investment Partnerships to subjectively disagree with the appraised [fair market value] of their interests and then hold out for what they believed to be a more accurate price.” The Court further ordered the Investment Partnerships to transfer their limited partner and special limited partner interests in each of the three Partnerships to D.A.S.H. for a collective $70,000. A trial to resolve the damages caused to D.A.S.H. by the Investment Partnerships’ breaches of the partnership agreements is still pending.
- Representation of LIHTC developer in several year-15 lawsuits, in multiple states, involving four different LIHTC developments, which all involved the same limited partner investor. Our client sought to exercise its call right contained in some of the partnership agreements and its right of first refusal contained in other partnership agreements. As the cases neared trial, we were able to negotiate a successful settlement where our client acquired the limited partners’ interests for over $1 million dollars less than what was originally demanded by the limited partners.
- Represented LIHTC developer in litigation in Buffalo, New York. Helped client secure a summary judgment decision which provides that the exercise of a general partner’s option to acquire a limited partner’s interests in a LIHTC partnership does not trigger a liquidation or dissolution of the partnership, and thus does not require consideration of positive capital account balances in the hypothetical sale used to determine the option price.
My Approach
I grew up playing team sports, primarily soccer, and I strongly believe that litigation is, by definition, a team sport. I join the team of each client and work with them to identify and clarify the problems, determine their goals, and then prepare, strategize, and build their case. While I do everything I can to help my clients head off issues before they become full-blown lawsuits, sometimes litigation is necessary. Regardless of the playing field and the legal issues, the rules are always the same—you can’t cut corners on preparation and you attack the issue from all angles.
My career at Winthrop has allowed me to participate in litigation involving a wide range of industries including contract disputes, real estate and construction, and working with financial institutions and other commercial enterprises related to business disputes. One focus of my practice is on disputes between partners/members who own low income housing tax credit (LIHTC) properties. I represent real estate developers, including for-profit and non-profit developers, in disputes that arise near the end of the tax credit year-15 Compliance Period. These disputes primarily involve the limited partner’s exit from the partnership and the multitude of issues that can arise as a result, including, but not limited to: disputes over purchase options, call and put rights, and rights of first refusal; appraisal disputes; qualified contract disputes; refinance issues; fair market value disputes, and many others. I advise my clients on their rights and obligations under their partnership agreement and applicable law to try and resolve conflicts on the front end. When you choose to work with me, you will always know where you stand and I will guide you to an out-of-court resolution whenever possible. However, when litigation is necessary, I aggressively defend my client’s interests and fight for a successful outcome.
Outside of work I am always active and on-the-go. I was a Division 1 All-American soccer player while completing my bachelor’s degrees, and I am now a triathlete and have qualified for and competed at the USA Triathlon Age Group National Championships. I also live on a lake and love to hang out in the water, water skiing, paddle boarding, and wake surfing.
Practice Areas
-
Year 15 LIHTC Disputes
-
Business & Commercial Litigation
-
Construction & Real Estate Litigation
-
Shareholder Disputes
Bold Perspectives
Event
Dos and Don'ts to Protect General Partners at Year 15
10.12.23
Event
Planning for Permanent Affordability
08.28.23
Event
Year 15 Exit Planning and Strategy in Today’s Environment
05.09.23
Honors & Awards
40 & Under
Benchmark Litigation, 2018-2022, 2024
Rising Stars
Minnesota Super Lawyers®, 2023-2024
Associations & Memberships
Minnesota Chapter of Women’s Affordable Housing Network
President and Founding Member