The board is ignoring you. Here is what it actually owes you.

NY RPL § 235-b · BCL § 624

Co-op versus condo: why the label matters.

In a co-op, you do not own your apartment. You own shares in a corporation that owns the building, and you hold a proprietary lease for your unit. That makes you both a shareholder and a tenant, and you get the rights of each: shareholder rights under the Business Corporation Law and the bylaws, and tenant rights under the proprietary lease and New York's landlord-tenant statutes. In a condo, you own your unit outright as real property, and the board of managers administers the common elements under the declaration and bylaws. You have ownership rights and contract rights, but the landlord-tenant statutes generally do not apply.

The distinction decides which tools you have. A co-op shareholder with a leak can invoke the warranty of habitability; a condo owner generally cannot, but has the bylaws and the board's duty to maintain the common elements. A co-op shareholder demanding records has a statute; a condo owner looks to the bylaws and the condominium statute's recordkeeping rules. Knowing which you are is the first line of the letter.

Leaks and repairs: the board's side of the line.

Nearly every proprietary lease divides repair responsibility the same way. The corporation keeps the building in good repair: the roof, the facade, the structural elements, the risers and mains, the common plumbing and wiring, the heating plant. The shareholder maintains the interior of the apartment: fixtures, appliances, the branch plumbing from the wall to your sink, the walls and floors. When water comes through the ceiling from the roof or a riser, the cause is on the corporation's side, and the lease obligates it to fix it.

Co-op shareholders also have the statutory warranty of habitability in Real Property Law § 235-b. New York's Court of Appeals has held that the warranty applies to the relationship between a cooperative corporation and its shareholder-tenants. The corporation warrants that the apartment and the common areas are fit for habitation and free of conditions dangerous to life, health, or safety. A persistent leak, mold, a collapsing ceiling, no heat: these breach the warranty, and the remedy is an abatement of maintenance for the period and portion of the apartment affected, plus damages in some cases. The lease cannot waive the warranty.

Condo owners do not have § 235-b, but the bylaws almost always obligate the board to maintain and repair the common elements, and a board that lets a known roof leak destroy a unit's interior can be liable for the damage. Whether the board's insurance or the unit owner's policy responds first is a separate, usually frustrating question that the letter forces into the open.

The details, including how abatement is computed and what to do when the board blames your neighbor, are on co-op board leak repair responsibility. If you rent rather than own, the equivalent guide is landlord won't make repairs in New York.

Sublet and alteration applications that go nowhere.

Proprietary leases require board consent for sublets and for alterations beyond decorating. Many leases say consent to alterations may not be unreasonably withheld; sublet provisions vary, and in many co-ops the board has broad discretion to refuse. But discretion to refuse is not the same as freedom to ignore. A board that sits on a complete application for months, without approving, denying, or asking for anything, is failing to act, and the lease, the bylaws, and basic principles of good faith require a decision within a reasonable time.

Boards also cannot deny for an unlawful reason. Federal, state, and city fair housing laws prohibit refusing a purchaser, subtenant, or alteration on the basis of race, national origin, religion, disability, family status, source of income, and other protected characteristics, and New York City requires boards to accommodate disability-related alterations. A denial that tracks one of those lines is outside the board's protected discretion entirely.

What a letter can do, and cannot do, for a stalled or denied application is on co-op board sublet or alteration denied.

Showing the books.

Co-op shareholders have a statutory inspection right. Business Corporation Law § 624 lets a shareholder, on written demand, inspect the corporation's minutes of shareholder meetings and its record of shareholders, and requires the corporation to provide its most recent annual balance sheet and profit-and-loss statement on written request. The statute sets a short window for the corporation to respond and lets a court order inspection if it refuses. Courts have applied these rights to cooperative corporations like any other, and a number of decisions have recognized a broader common-law right for shareholders to inspect books and records for a proper purpose.

Condo unit owners do not hold shares, so § 624 does not apply. But the condominium statute requires the board to keep detailed records of receipts and expenditures and make them available for examination by unit owners, and bylaws typically add to that. A condo board that refuses to show owners where the common charges go is violating the bylaws and the statute's recordkeeping rule, in words if not by section number.

How to draft a demand that complies with the statute, and what happens if the board ignores it, is on co-op and condo books and records requests.

The business judgment rule, and its limits.

Boards defend nearly every dispute with the business judgment rule. The rule, as the Court of Appeals laid it out in the Levandusky case involving a co-op alteration dispute, says that courts will not second-guess a board's decision so long as the board acted within the scope of its authority, in good faith, and in furtherance of the corporation's legitimate interests. That is real deference. A court will not decide whether the board's renovation policy is wise or whether it should have approved your subtenant.

But the rule has three edges, and each is a place where a demand letter does its work. The board gets no deference when it acts outside its authority, such as imposing a fee the lease does not permit or refusing a repair the lease assigns to it. It gets no deference when it acts in bad faith or for self-interest, such as a director steering a contract to a relative or singling out one shareholder for treatment no one else receives. And it gets no deference when it discriminates on a protected basis. A letter that frames the complaint as one of those three, with the lease provision or the disparate treatment spelled out, is answering the business judgment rule before the board raises it.

Why the written demand comes first. Almost every remedy against a board starts with a written demand, and not only because it is polite. Proprietary leases typically require written notice and a cure period before a shareholder can treat the corporation as in default. The records statute requires a written demand before a court will order inspection. Courts considering abatement or damages look at when the board knew of a condition and what it did after. And boards are volunteer bodies advised by managing agents and counsel; an email to the super is not something the board's lawyer ever sees, while a formal attorney demand almost always is.

A demand also builds the record. If the dispute ends up in court, the judge will see a dated letter identifying the lease provision, the condition, the request, and the deadline, followed by the board's silence or refusal. That sequence is what turns a complaint into a claim.

What a demand letter does here.

Our co-op and condo board letters are addressed to the board, with copies to the managing agent and, where known, the board's counsel. They identify you and your unit, the governing document (proprietary lease, bylaws, declaration, house rules), the specific provision the board is violating, the facts and dates, and the statute where one applies. They state the remedy sought: the repair with a timeline, a decision on the application by a date, production of the records within the statutory period, an abatement for the affected months. And they describe the consequence of not acting: an abatement claim, a court order to inspect, an action for damages, a complaint to a fair housing agency.

We are candid about what a letter cannot do. It cannot make a board approve a sublet the lease lets it refuse. It cannot override a genuine, evenhanded policy you simply disagree with. And where the board is acting in good faith but slowly, a cooperative tone from us often gets more than a threat. See how our flat-fee demand letters work.

Escalation when the letter is ignored.

• Abatement and withheld maintenance. Co-op shareholders with a habitability breach may assert an abatement, but withholding maintenance without advice invites a default notice and a fee-shifting fight. Get counsel first.
• Court order to inspect records. A special proceeding under the Business Corporation Law is summary and relatively fast.
• Damages action. For property damage from a leak the board failed to fix, or for losses from a bad-faith refusal.
• Fair housing complaint. To the New York State Division of Human Rights or the New York City Commission on Human Rights, where discrimination is suspected.
• Small claims. For modest property damage, small claims is available; see our New York small claims guide and demand letter vs. small claims.
• Shareholder action. Organizing other shareholders to call a meeting, elect new directors, or bring a derivative claim when the problem is the board itself.

Read next.

• Co-op board leak repair responsibility: who fixes what, abatement, and documenting damage.
• Sublet or alteration application denied or ignored: reasonable time, unreasonable withholding, and discrimination.
• Books and records requests: BCL § 624 demands and condo equivalents.
• Landlord won't make repairs: the rental-tenant version of the repair problem.
• Flat-fee demand letters: how the service works.