You submitted the application months ago. Nothing.

PROPRIETARY LEASE · FAIR HOUSING LAWS

Start with the lease language.

Everything here turns on what your proprietary lease actually says, and leases differ on two points. On alterations, most leases require the board's written consent for anything structural or involving plumbing, electrical, or ventilation, and many add that consent "shall not be unreasonably withheld." On sublets, leases range widely: some require consent that may not be unreasonably withheld, some give the board absolute discretion, and many set policies in the house rules, such as a minimum period of owner occupancy before subletting, a cap on total sublet years, and a sublet fee.

Read the precise wording before anything else. "Shall not be unreasonably withheld" gives you a standard to hold the board to. "In the board's sole discretion" gives you much less on the merits, and the fight shifts to process, timing, and unlawful motive. Our hub on co-op and condo boards that won't act covers the business judgment rule that governs the merits.

The duty to decide within a reasonable time.

Whatever the standard for the decision, the board has to make one. A complete application that sits for months without approval, denial, or a specific request for more information is a failure to act, and courts and leases both treat it as such. Many leases and house rules set a review period; even where they do not, the implied covenant of good faith that runs through every New York contract requires the board to process applications in a reasonable time rather than using delay as a soft denial.

Delay has costs you can document. A sublet applicant loses a tenant and a month's rent. An alteration applicant loses a contractor's slot, a permit window, or a financing rate lock. Those losses become the damages in a later claim and the leverage in a letter now.

"Unreasonably withheld" in practice.

Where the lease says consent may not be unreasonably withheld, the board must have a reason connected to the building's legitimate interests and must apply it evenhandedly. Reasonable grounds for an alteration denial include structural risk, impact on neighbors or building systems, noncompliance with the alteration agreement or code, or an incomplete submission. Reasonable grounds for a sublet denial under such a lease include a proposed subtenant's inability to pay, a sublet term outside the policy, or a violation of the owner-occupancy rules.

Unreasonable grounds include things the lease does not allow the board to condition consent on, such as demanding an unrelated concession, requiring the shareholder to drop a complaint, imposing a fee the lease does not authorize, or refusing because the board disapproves of the shareholder personally. And a reason that is applied only to you, while identical applications from others sail through, is not a reason the board can rely on. If you know of comparable approvals, write them down; disparate treatment is the strongest rebuttal to the business judgment rule.

Discrimination is never within the board's discretion.

Federal, New York State, and New York City fair housing laws prohibit a co-op board from refusing a purchaser, subtenant, or occupant, or from denying an alteration, on the basis of race, color, national origin, religion, sex, disability, familial status, age, lawful source of income, and other protected categories, and New York City's law is among the broadest in the country. Boards are also required to grant reasonable accommodations and reasonable modifications for disability, which covers many alteration requests such as a ramp, a widened doorway, a grab-bar installation, or a bathroom reconfiguration.

A board rarely states an unlawful reason. The evidence is circumstantial: a proposed subtenant with a housing voucher rejected with no explanation, an application from a family with children met with sudden new "occupancy" concerns, an accessibility alteration denied while cosmetic renovations are approved. A letter that identifies the pattern and reminds the board of its obligations under the fair housing laws, with a copy to counsel, changes the calculus quickly, because the board's exposure under those laws is personal to directors in some circumstances and includes attorney's fees.

A worked example.

A shareholder in a Manhattan co-op submits a complete sublet package in April for a tenant who will pay $3,600 a month. The lease says consent may not be unreasonably withheld and the house rules allow two years of subletting after three years of occupancy, which the shareholder has met. The managing agent confirms receipt. In June the board asks for the subtenant's employer letter, which is provided the same week. Nothing happens through September. The prospective tenant walks.

The shareholder has lost five months of rent, $18,000, and has a lease provision and house rule squarely on her side. A letter to the board recites the timeline, quotes the lease, identifies the loss, and demands a decision on a resubmitted application within a short period, with notice that further unexplained delay will be treated as unreasonable withholding and pursued for damages. Boards respond to that letter. Some approve. Some deny with a stated reason, which at least makes the next step clear. Almost none keep ignoring it.

What a demand letter does here.

Our sublet and alteration letters are addressed to the board with copies to the managing agent and board counsel. They establish that the application was complete and when, quote the lease and house rules that govern, identify the standard (reasonable time, not unreasonably withheld, or discretion bounded by good faith and the fair housing laws), describe the damages accruing from delay or from a wrongful denial, and demand a written decision or approval by a date. Where accommodation for disability is involved, the letter frames the request as a reasonable modification and cites the board's obligation to engage.

What a letter cannot do is as important. Where the lease gives the board sole discretion over sublets and the board has denied in good faith, with no sign of discrimination or disparate treatment, a letter will not reverse it and we will tell you that. Where an alteration genuinely threatens the building's structure or systems, the board's denial will be upheld. And a letter cannot make a board move faster than its meeting schedule; what it can do is make the next meeting the one where your application is decided. See how our flat-fee demand letters work.

If the board still refuses.

• Court review. A shareholder can ask a court to review a board decision for bad faith, action outside the board's authority, or discrimination, or to compel a decision. The business judgment rule limits the review to those grounds.
• Damages. Lost rent or alteration costs from an unreasonable refusal or unreasonable delay, where the lease supports the claim.
• Fair housing complaint. The New York State Division of Human Rights and the New York City Commission on Human Rights both accept complaints against co-op boards and can award damages and fees.
• Board politics. Shareholders elect the board. A pattern of stalled applications is a campaign issue at the next annual meeting.

Related pages: leak repair responsibility and books and records requests, which is often the way to find out how comparable applications were handled.