Gofer Law PLLC handles the full spectrum of New York real estate — from a one-family house in the suburbs to a multi-tier commercial financing in the city. The two ends of that spectrum look nothing alike on the surface. Beneath it, they share a single discipline: the deal is won or lost in the paper, and the party with experienced counsel reading that paper holds the advantage.
The two sides do call for different expertise, so we've separated them below. Choose the one that fits your transaction — the residential closing process, or the commercial structuring and financing decisions — and we'll walk the terrain and the traps. The thread that connects them is at the end.
ResidentialIn New York, the contract is your protection
New York is an attorney-closing state. Here, a home purchase or sale runs through lawyers — not an escrow officer or the agent alone — and the contract of sale, not the listing, is where every right and every risk in the deal is quietly assigned. The handshake and the accepted offer are the beginning, not the deal.
R · 01The New York process is not the national process
In much of the country, a title or escrow company shepherds a closing and attorneys are optional. New York is different. The deal moves through a sequence in which counsel is central at every stage:
Accepted Offer
An accepted price is not yet a binding deal. In New York, it opens the door to attorney review — it does not close it.
Contract & Riders
Attorneys negotiate the contract of sale and its riders, where the terms that actually govern the deal are written.
Due Diligence
Title, survey, inspections, and — for co-ops and condos — building review proceed under deadlines that matter.
Financing
The mortgage commitment is obtained within a contingency window that, if mishandled, can cost a buyer the deposit.
Clearing to Close
Title objections are cured, adjustments are calculated, and the closing statement is prepared and verified.
Closing
Deeds or shares transfer, funds move, and the transaction is recorded — the visible moment after the work that earned it.
R · 02Co-op, condo, or house — three different transactions
"Buying a home" in New York means one of several legally distinct things, and the differences are not cosmetic:
The House
A transfer of real property by deed — turning on title, survey, certificate of occupancy, and any violations of record.
The Condominium
Real property with shared governance — bylaws, common charges, and the board's waiver of any right of first refusal.
The Co-op
Not real estate at all, but shares in a corporation plus a proprietary lease — with board approval and its own financing mechanics.
A co-op purchase, in particular, surprises buyers: there is no deed, board approval can be withheld, and the process bears little resemblance to buying a house. Applying house assumptions to a co-op — or condo assumptions to either — is a reliable way to be caught off guard.
R · 03The contract is where risk is assigned
The price is the part everyone negotiates. The contract and its riders are where the consequential decisions are actually made — and they are routinely papered over by parties focused only on the number.
Who bears the cost of a defect found after closing. Whether you recover your deposit if financing falls through. What happens if the seller can't deliver clear title. The price is on page one; your protection is in the riders.
The mortgage contingency, the condition of the premises, the allocation of closing costs, the seller's representations, the remedies on default — each is a negotiable term that can protect you or expose you. Generic forms are a starting point, not a safeguard, and the version that protects a seller is rarely the version that protects a buyer.
R · 04The money at the table
A New York closing involves more moving costs than the purchase price suggests, and they fall differently on buyer and seller:
Transfer Taxes
State and, in New York City, local transfer taxes apply to the sale — typically the seller's burden, with exceptions worth confirming.
Mansion & Mortgage Tax
Higher-priced purchases trigger a buyer-side "mansion tax," and financing carries New York's mortgage recording tax.
Title & Adjustments
Title insurance, prorated taxes and charges, and the closing-statement adjustments that decide who owes what on closing day.
R · 05Why "the agent handles it" isn't enough
Real estate agents are valuable, and they are not your lawyer. Several common assumptions cost New York buyers and sellers dearly:
"We agreed on price, so we have a deal."
Not until a contract is signed and delivered. In New York, much can still change — or collapse — before the executed contract.
"The standard contract protects me."
Standard forms are neutral at best and seller-leaning often. Your protection lives in the riders someone has to negotiate for you.
"If my loan falls through, I just walk away."
Only if the mortgage contingency was drafted and met correctly. Done wrong, a financing failure can cost you your deposit.
"Title insurance means I'm covered for anything."
Title coverage has real exclusions, and survey, certificate-of-occupancy, and violation issues can surface that a policy never touched.
CommercialThe deal is won or lost in the structure
In commercial real estate, the purchase price and the interest rate are what everyone talks about. The capital structure, the loan documents, and the entity beneath them are what actually decide whether a deal compounds your returns — or quietly consumes them. A commercial transaction is not a bigger house closing; it is a layered financial and legal instrument.
C · 01The capital stack: where every deal really lives
Every commercial deal is funded by a stack of capital, and each layer has a different priority of repayment and a different appetite for risk. From the most protected to the most exposed:
Senior Debt
The first-position mortgage. Lowest cost, lowest risk, first to be repaid, secured directly by the real property.
Mezzanine Debt
Subordinate financing above equity — secured not by the building, but by a pledge of the ownership interests in the entity that holds it.
Preferred & Common Equity
The capital that absorbs the first losses and earns the upside. Preferred takes priority; common stands last in line.
Where a given dollar sits in that stack governs what it costs, what it can demand, and what happens to it in a default. Structuring a deal is deciding how to assemble this stack — and the intercreditor relationships among its layers are among the most consequential documents in the transaction.
C · 02Knowing your financing: bridge, mezzanine, and the programs around them
"Getting a loan" understates what is really a menu of distinct instruments, each suited to a different moment in a property's life:
Acquisition Loans
Senior financing to buy the asset — terms, leverage, and recourse shaped by property type, cash flow, and sponsor strength.
Bridge Loans
Short-term, transitional capital for value-add, lease-up, or repositioning — typically higher-cost and interest-only, exited by a refinance or sale.
Construction Loans
Funded in draws against progress, with completion guaranties and lien-waiver mechanics that demand careful documentation.
Mezzanine Loans
Subordinate debt secured by the equity rather than the property, governed by an intercreditor agreement with the senior lender.
Preferred Equity
An equity layer with priority returns, sometimes used in place of mezzanine debt — with very different control and remedy mechanics.
Permanent & Agency / CMBS
Long-term take-out financing — bank, life-company, CMBS, or agency multifamily — each with its own covenants and demands.
C · 03Mezzanine financing: power and peril
Mezzanine debt deserves singling out, because it is where commercial structuring becomes genuinely sophisticated — and dangerous for the unadvised. A mezzanine loan is not secured by a mortgage on the building. Instead, the lender takes a pledge of the membership or partnership interests in the entity that owns the property. Default, and the lender can foreclose on the ownership of the entity — often faster than a mortgage foreclosure — stepping into control above the equity but below the senior lender.
A mezzanine default doesn't take your building through a years-long foreclosure. It can take the company that owns your building — leaving the senior mortgage untouched and your equity wiped out.
So mezzanine deals turn on documents the investor rarely focuses on: the intercreditor agreement between senior and mezzanine lenders; the single-purpose, bankruptcy-remote entity the lenders require; and the cure rights, standstills, and purchase options that decide who controls the asset in a crisis. In New York there is an added dimension — because mezzanine debt is secured by equity rather than a recorded mortgage, it interacts with the State's mortgage recording tax very differently from senior debt, which shapes how many deals here are assembled.
C · 04Why structure decides the outcome
Beyond the financing itself, the architecture around it determines what a deal actually does for you:
The Borrowing Entity
Lenders require single-purpose, bankruptcy-remote borrowers. How that entity is formed affects liability, taxes, and the next refinance.
Recourse & Carve-Outs
"Non-recourse" loans contain "bad-boy" carve-outs that spring into full personal liability on certain acts. The carve-outs are the whole negotiation.
Tax & Exchange Structure
Entity choice, depreciation strategy, and 1031 exchange planning are decided at structuring — not discovered at tax time.
Leases as Value
In income property, the leases are the asset. Their terms, estoppels, and subordination provisions drive value and financeability.
NY Mortgage Tax & CEMA
New York's mortgage recording tax is a real cost; consolidation and modification agreements can preserve it on a refinance — if structured correctly.
Due Diligence
Title, survey, zoning, environmental, estoppels, and SNDAs are where deals are de-risked — or where the surprise is hiding.
C · 05Where commercial deals quietly fail
The failures are rarely dramatic at the closing table. They surface later — in a default, a refinance, or a downturn — and trace back to a structuring decision no one scrutinized:
"It's a non-recourse loan, so I'm not on the hook."
Until a carve-out is triggered. A single covenant breach can convert "non-recourse" into full personal liability for the entire debt.
"The intercreditor terms are just boilerplate."
They decide who controls your asset when something goes wrong. Misaligned senior–mezzanine terms have ended more deals than bad markets.
"My LLC handles the liability."
Only if it satisfies the lender's single-purpose and separateness covenants. A defective entity loses its bankruptcy-remoteness when you need it.
"We'll figure out the tax and exit later."
Entity choice, 1031 eligibility, and exit flexibility are largely set at the front end. "Later" is often too late to fix them.
The Common ThreadDifferent deals, one discipline
A family's home and a sponsor's office tower could not feel more different, yet they fail for the same reason and succeed for the same reason. In both, the price is the headline and the documents are the substance — the contract and riders on one side, the loan structure and entity on the other. In both, the costly mistakes are made early, quietly, in language no one renegotiates once it is signed. And in both, the protection you have at the closing table was built in the days and weeks before it.
You are never just buying a property. You are accepting a set of documents you will live inside for as long as you own it. The price is worth negotiating well — the paper is worth doing with counsel.