Chad J. Toms
Mr. Toms is a Partner with Whiteford Taylor & Preston practicing in the areas of complex business litigation, community associations and business reorganization. He frequently handles litigation matters involving common interest communities, corporate governance, fiduciary duty and bankruptcy issues. Mr. Toms is licensed to practice law in Delaware, New Jersey and Maryland and is also a Certified Public Accountant, currently inactive. He heads up the firm’s Community Association practice in Delaware and the Eastern Shore and manages the firm’s Bethany Beach, Delaware and Ocean City, Maryland offices. In that capacity, Mr. Toms advises common-interest community association boards on day-to-day business operations including compliance with governing documents, operating procedures, meetings (including quorum, voting and proxy issues), insurance matters, director issues and disputes, member issues and disputes, financial and real property matters. He also serves on the Advisory Council to the Delaware Common Interest Community Ombudsman.
- Listed in Delaware Super Lawyers as a "Rising Star," 2012
Memberships & Activities
- Certified Public Accountant (inactive)
- Member: American Bar Association
- Member: Delaware Bar Association
- Member: American Association of Attorney-Certified Public Accountants
- Member: American Bankruptcy Institute
- Chair: State of Delaware Architectural Accessibility Board
- Member: Advisory Council to the Office of the Common Interest Community Ombudsperson
- Member: Community Association Institute/ Chair of Eastern Shore Education Committee
- Board Member: MARKINC.
- Board Member: Greater Ocean City Maryland Chamber of Commerce
- Former Law Clerk to the Honorable Henry duPont Ridgely, then President Judge of the Superior Court of Delaware, later Justice of the Supreme Court of Delaware
Director & Officer Corporate Governance
- Practice in complex corporate and business litigation, including equitable litigation concerning Delaware entities, their directors, members, partners and other constituencies in relation to corporate governance and fiduciary duties
- Representation of institutional investor in asserting breach of fiduciary duty claims against officers and directors
- Defense of corporation in challenge of going private transaction
- Representation of minority shareholder in contested election of directors under 8 Del. C. Sec. 225
- Representation of corporation in defending demand for indemnification of former officers and directors under 8 Del. C. Sec. 145
- Successfully obtaining appointment of a receiver under 8 Del. C. Sec. 279 to wind down the affairs of a Delaware corporation
Business Reorganization & Bankruptcy
- Representation of debtors, creditors and creditor's committees in chapter 11 cases and as trustee's counsel in chapter 7 matters
- As plan trust counsel, investigate and prosecute breach of fiduciary duty claims against officers and directors
- Representation of former officers and directors in defense of adversary proceedings asserting breach of fiduciary duties
- Representation of insured in interpleader adversary proceeding regarding the proceeds of directors and officers insurance
- Manage the prosecution of large groupings of avoidance adversary proceedings in the bankruptcy court
- Defense of international seller of communications equipment in bankruptcy adversary action seeking turnover of disputed assets
- Experience in complex real estate and construction litigation including representation of owners, contractors and subcontractors in contractual disputes, construction defects and mechanic's liens
- Defense and defeat of multi-million dollar mechanics' liens asserted upon bankruptcy estate's assets in multiple jurisdictions
Real Estate Litigation
- Successful representation of commercial real estate developer in litigation concerning multi-million dollar projects
- Representation of landlords for commercial and multi-unit residential complex regarding landlord/tenant law and representation of real estate brokers and agents
- Representation of surety in bonding disputes
- Defense of publicly traded owner, operator & developer of multifamily housing complexes against toxic mold action
- Representation of public utility in statutory condemnation proceedings
- Prosecution of quiet title action to clear clouded title on large commercial property
- Representation of title insurance companies in various litigation matters arising from claims of title defects
- Representation of purchasers in specifically enforcing contract to purchase real estate
- Representation of regional material supplier in all Delaware breach of contract and collection matters
- Representation of large manufacturer in prosecution of breach of distribution agreement
- Representation of doctors and nurses in numerous claims alleging medical malpractice in state and federal courts
- Representation of credit unions in all aspects of loan enforcement and collection
- Representation of employers in various employment disputes, including obtaining temporary restraining orders and preliminary injunctions to enforce certain contractual provisions
- Representation of applicant before Delaware Board of Profession Regulations
Insurance Coverage and Defense Litigation
- Represent insured in interpleader action in the bankruptcy court
- Represent community association in insurance declaratory judgment action
- Counsel to primary insurance carrier in multi-million dollar insurance coverage action
- Representation of common interest communities, planned communities, condominium associations and homeowners associations in all aspects of Delaware law including the Delaware Uniform Common Interest Ownership Act ("DUCIOA") and the Unit Property Act
Community Association Litigation
- Representation of community associations in litigation, enforcement actions, covenants and rules compliance, contract disputes, bankruptcy proceedings and administrative proceedings
- Negotiate and litigate developer turn-over and warranty claims
Interpretation/Amendment of Governing Documents
- Counsel Delaware entities and their governing bodies on issues related to corporate governance and fiduciary duties
- Advise community association boards in the areas of covenant enforcement, compliance with governing documents, meetings, quorum, voting, insurance, director issues and disputes, member issues and disputes, assessments and financial and real property transactions
- Consult on amendment to community governing documents for a common interest community
Speaker: Working with Governing Documents (Chesapeake Region Chapter CAI/CRC Breakfast Program, March 2015)
Author and Speaker: Accounting 101 for Attorneys (National Business Institute, 2010)
Author and Speaker: Landlord Tenant Law in Delaware: Beyond the Basics (Sterling Education Services, 2009)
Chad Toms is speaking at event on March 1 with State Sen. Gerald Hocker Sr. (R-20th) and state Rep. Ron Gray (R-38th). They hope to educate residents on common-interest communities (CICs) at a public workshop in Frankford, Delaware.
Many communities, especially those in the beach and resort areas, are noticing an increase in vest wearing dogs being brought on vacation despite rules that prohibit pets. Numerous internet companies advertise that with a “no questions asked” registration an owner can take their dog anywhere “legally” so long as it is wearing a service animal vest and has a certificate. Communities that see a large volume of vacation rentals are being inundated with vest wearing dogs on vacation that they believe are fake service dogs. As a result, communities should arm themselves with a working knowledge of the differences between the categories of these animals and know the questions an association may lawfully ask to validate a dog’s status.
The following items of legislation from the 2015 session may be of interest to Delaware Common Interest Communities.
On August 12, 2014, Delaware’s governor signed a bill into law creating an Office of the Common Interest Community Ombudsman within the Department of Justice. What is the Ombudsman charged with doing, and how will it affect your community?
Under the new law, the Ombudsman is empowered to help Delaware communities understand their rights and responsibilities. Equally important, the Ombudsman can also help resolved disputes between a community and its members without recourse to the judicial system.
A community association’s ability to suspend an owner’s voting privileges and community privileges, such as parking, pool, and/or fitness center access, is a powerful tool associations can use in getting the attention of owners who are in violation of association governing documents. This tool is typically used when an owner is delinquent in paying his or her assessments and can serve as a deterrent for non-payment as well as an effective means of assessment collection. It is important to note, however, that before an association can proceed with suspending an owner’s voting and/or community privileges, it must carefully review its Declaration, Bylaws, and applicable statutory codes in order to determine whether it has the requisite authority to suspend such privileges, and if so, what procedures must be followed.
Under the Freedom to Display the American Flag Act of 2005 (the “Act”) community associations are not permitted to ban owners from displaying the American flag on the owner's unit, lot or in any area where the owner has exclusive use or possession. However, the Act does permit community associations to place reasonable regulations on the time, place and manner in which the American flag is displayed, including the regulation of flagpoles.
In July, the General Assembly of the State of Delaware amended several sections of Title 25 for the stated purpose:
… to permit a real property owner or tenant to display an American flag on a pole attached to the exterior of the property’s structure or on a flagpole located within the property’s boundaries, provided the flagpole does not exceed 25 feet in height and conforms to all setback requirements. Any and all community restrictions to the contrary will not be enforceable.
Under the Delaware Uniform Common Interest Ownership Act (“DUCIOA”), certain community associations are authorized to foreclose liens just like foreclosing a mortgage on real estate. In Delaware, all mortgage foreclosures are by judicial process and typically take more than ten months to complete when initiated by a secured mortgage lender. When a homeowner defaults on a mortgage, a lender or association may begin the foreclosure process with the filing of a complaint in court in the county where the property is located. Once judgment has been granted in the association's favor, the association must first try to recoup the delinquent fees from the homeowner's personal assets (i.e., garnishing wages and attaching personal property). Once those methods have been exhausted and part or all of the judgment remains unpaid, the association, like a mortgage lender, may proceed to foreclosure.
The Delaware Uniform Common Interest Ownership Act ("DUCIOA"), 25 Del. C. § 81-101, et seq., originally effective July 1, 2009, substantially changed the landscape for Delaware communities. The DUCIOA and sections of Delaware's prior statute, the Unit Property Act, were substantially amended prior to the DUCIOA effective date to address input from builder, realtor and association constituencies. Delaware communities have been subject to the strictures of the as-amended DUCIOA since September 30, 2009, with additional revisions effective August 11, 2010 to clarify certain small-community exceptions and make changes to the resale certificate requirements.
On May 12, 2009, the Delaware State Senate passed Senate Bill No. 59, which is intended to update the Delaware Code for Energy Conservation presently found at 16 Del. C. §7602. The proposed amendment would require all new, detached, one and two story family dwellings and all other residential buildings three stories or less in height to meet the "most recent version" of the International Energy Conservation Code (IECC) adopted by the International Code Counsel. The IECC establishes minimum design and construction requirements to foster energy conservation through efficiency in envelope design, mechanical systems, and lighting systems, and through the use of new materials and techniques. As proposed, this legislation will cause the Delaware construction industry to jump from the IECC 2000 to the IECC 2009, bypassing several interim iterations. If adopted, the new law would also require all commercial and high-rise residential construction to comply with similar energy standards published by the American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE) and the Illuminating Engineering Society of North America (IESNA).
On 5/7, Chad Toms and Ray Via co-present with Ron Kirby from Associa Building Reserves at the Legum and Norman Annual Board Training Seminar at the Clarion Resort Fountainebleau Hotel, Ocean City, MD. The presentation, “Key Things Every Board Member Should Know,” will cover: Board responsibilities, how to run an election/nominating committee, how technology and social media can affect community associations, how to read and understand a reserve study, and legislative updates.
Whiteford, Taylor & Preston is pleased to announce that five of its attorneys are listed among the 2017 Super Lawyers and Rising Stars in Delaware and Pennsylvania.
Baltimore – Whiteford, Taylor & Preston has opened an office in Ocean City, Maryland, in response to continuing growth of its client base in the region. The new Ocean City office is the firm’s second on the Eastern Shore. Founded in Baltimore in 1933, Whiteford, Taylor & Preston opened an office in Bethany Beach, Delaware, in 2013.
Delaware – Whiteford Taylor & Preston is pleased to announce that Chad Toms has been appointed to the newly created Common Interest Community Advisory Council for the recently enacted Common Interest Community Ombudsperson Act.
Mr. Toms is an experienced community associations lawyer and one of two appointees to the Council to be selected by the Delaware State Bar Association.
Whiteford, Taylor & Preston is pleased to announce that 64 of its attorneys are listed among the 2013 Super Lawyers and Rising Stars in three states.
The firm is particularly proud of the young lawyers who are recognized as “Rising Stars”; the four partners who are listed in the Top 100 in Maryland – Edward Buxbaum, Edwin Fee, William Ryan, and Dwight Stone; and the 16 who are named for the first time this year.
Baltimore – Whiteford, Taylor & Preston is delighted to announce that Chad J. Toms, Stephen M. Schaefer and Robert D. Kalinoski have been named Partners of the firm, effective as of January 1, 2012.
The firm’s managing partner, Martin T. Fletcher, commented, “It is a privilege to welcome such fine attorneys into their new and expanded roles within the firm. They are each making tremendous contributions to the growth of our multistate offices and our expanding client base.”
Chad J. Toms, an attorney and certified public accountant, has joined Whiteford, Taylor & Preston LLC (WTP) as Counsel in the firm's growing Wilmington office. He is a member of the firm's bankruptcy and business litigation sections.