(ASBURY PARK, N.J.) — As debate continues over whether Asbury Park can reclaim its long-neglected Casino property, the City's redevelopment attorney says a series of later agreements—not the 2004 Clarke Caton Hintz report—govern the City's legal analysis of the Casino redevelopment.
In an interview with OpGov.news, redevelopment attorney Joseph Maraziti outlined the legal reasoning behind the City's position that it cannot pursue a default action against Asbury Partners based on the approximately $33.6 million rehabilitation program identified in the Clarke report.
Maraziti said the central issue is not whether the Clarke report exists or accurately identified needed repairs. Instead, he argues the report was only one step in a larger contractual process that never resulted in a final agreement adopting its recommendations.
"The report was prepared and submitted, but the negotiations never arrived at an enforceable agreement," Maraziti told OpGov.news.
Section 3.5 of the City's 2002 Redeveloper Agreement required Asbury Partners to retain a professional firm to evaluate the condition of the Casino and Power Plant, estimate rehabilitation costs, and recommend a schedule of work.
That requirement resulted in the Clarke Caton Hintz report, completed in 2004, which estimated approximately $33.6 million in rehabilitation costs for the Casino complex.
But Section 3.5 also contemplated a second step. The agreement states that after the report was submitted, the City and Asbury Partners were to agree upon a schedule of renovations before closing.
Maraziti said he has found no evidence that such an agreement was ever executed. De Seno, however, disputes that conclusion, arguing the agreement contemplated by Section 3.5 was accepted through the parties' subsequent conduct and related redevelopment documents, rather than through a separate stand-alone contract.
According to Maraziti, the documents that now govern the City's current legal interpretation are not the Clarke report itself, but the 2006 Dispute Resolution Agreement and the 2007 Estoppel and Consent Certificate.
He said the 2006 Dispute Resolution Agreement resolved disputes over multiple redevelopment obligations and established a more limited scope of work for the Casino and Power Plant through its attached schedules.
"The Dispute Resolution Agreement identified the details in Exhibits C and D of the agreement with Asbury Partners for the repair and rehabilitation of the Casino and Power Plant," Maraziti said.
He further argued that the 2007 Estoppel and Consent Certificate confirms that, as of 2007, the only remaining agreements between the City and Asbury Partners were the original 2002 Redeveloper Agreement and the 2006 Dispute Resolution Agreement.
In Maraziti's view, the absence of any separate written agreement adopting the Clarke report's proposed rehabilitation program demonstrates that the report itself never became an enforceable redevelopment obligation.
A different reading of the documents
Maraziti's interpretation differs from that advanced by attorney Thomas De Seno, who argues the Clarke Caton Hintz report became part of the parties' contractual obligations through the operation of the 2002 Redeveloper Agreement itself.
De Seno contends the City's subsequent actions—including closing on the Casino conveyance, language contained in the deed, and provisions of the 2007 Estoppel and Consent Certificate—demonstrate, in his view, that the report's rehabilitation obligations remained binding after 2006.
That disagreement has become one of the central issues in the public debate surrounding retired New Jersey Supreme Court Justice Lee A. Solomon's recent legal opinions regarding the Casino redevelopment.
Maraziti said the 2007 Estoppel and Consent Certificate was not among the documents provided to Justice Solomon when he prepared his opinions.
De Seno has likewise told OpGov.news that when the City later submitted the 2006 Dispute Resolution Agreement for Solomon's review, it did not also provide the 2007 Estoppel and Consent Certificate.
While both attorneys agree the 2007 Estoppel and Consent Certificate was not part of Justice Solomon's review, they sharply disagree about its legal effect. Maraziti argues the document supports the City's interpretation that the 2006 Dispute Resolution Agreement governs the remaining redevelopment obligations. De Seno, by contrast, argues the certificate confirms Asbury Partners remained responsible for additional redevelopment obligations after 2006.
As previously reported by OpGov.news, Solomon repeatedly emphasized that his opinions were based only on the documents before him and that additional redevelopment records would be necessary to fully evaluate the parties' contractual obligations.
According to Maraziti, Solomon's assignment was limited to interpreting the redevelopment agreements that had been submitted to him and identifying what legal remedies might exist if redevelopment obligations remained and a default could be established.
Maraziti said the Estoppel Certificate provides additional context that supports the City's current interpretation of those agreements.
Another argument: timing
Maraziti also believes that even if a court concluded the Clarke report created enforceable obligations, any claim would likely face another hurdle. He said New Jersey's statute of limitations for contract claims would likely bar litigation decades after the alleged breach occurred. For that reason, Maraziti believes the City cannot ethically initiate litigation unless it has both a factual and legal basis to believe the claim is viable.
De Seno disagrees, arguing the redevelopment obligations are tied to the Waterfront Redevelopment Plan—which remains in effect through 2032—and that any limitations period would not begin until the City declares a contractual default.
Maraziti disputes that interpretation, arguing the Waterfront Redevelopment Plan is not itself an enforceable contract and that the statute of limitations cannot be delayed simply because a notice of default has not been issued.
What happens next?
While Maraziti believes the City's legal remedies are limited, he emphasized that he shares residents' frustration over the condition of the Casino buildings.
"I wish there were something we could do," he said, adding that he would welcome a lawful mechanism to require the buildings' rehabilitation if one existed.
Meanwhile, questions surrounding the redevelopment continue.
OpGov.news is independently reviewing the 2006 Dispute Resolution Agreement, the 2007 Estoppel and Consent Certificate, the 2010 Subsequent Developer Agreement, and related redevelopment records to examine how those agreements interacted with the 2002 Redeveloper Agreement and the Clarke Caton Hintz report.
(Image Credit: City of Asbury Park official website.)
Whether the 2006 Dispute Resolution Agreement, the 2007 Estoppel and Consent Certificate, and the 2010 Subsequent Developer Agreement modified—or ultimately extinguished—the redevelopment obligations established under the 2002 Redeveloper Agreement and identified in the Clarke Caton Hintz report remains at the center of the legal debate.
If you’d like to add or correct anything in this report, feel free to reach out to me or leave a comment below. If you have any Asbury Park story tips or ideas, please reach out to Sarah Denos at sarahkdenos@gmail.com.
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