Mediator Resume

Arbitrator, mediator and attorney with 40 years of experience in business transactions, real estate, construction, corporate matters, contract disputes, commercial and business litigation. Arbitration and mediation of all types of disputes of various complexity from small consumer matters to large and complex commercial disputes and multi- party construction defect claim. Sought out as a mediator for finding creative approaches and solutions of disputes and known for the ability to connect with compassion and authenticity to the parties. Sought out as an abitrator due to knowledge of arbitration processes and procedures and efficient and effective handling of arbitrations and legal analytical skills.

Gerstman Law - Managing Member

Arbitrator, Mediator, Attorney

Gerstman Law, 2021 - Present; Partner, Wells & Gerstman PLLC, 2014 - 2021; Partner, Jaburg Wilk P.C., 2012 - 2014; Gerstman Holden PLLC, 2006 - 2012; Member, Renee Gerstman PLLC, 2004 - 2006; Gerstman & Zdancewicz PC (including prior solo practice or small practice), 1991 - 2004; Associate, Perry Pierson & Kolsrud, 1989 - 1991; Associate, Evans Kitchel & Jenckes, 1986 - 1989; Clerk to Justice Robert Corcoran, Arizona Court of Appeals, 1985 - 1986.

LITIGATION • Commercial disputes including breach of contract, mergers/acquisitions, asset sales, stock sales, business torts, fraud, misrepresentation, unfair competition, trademark, copyright, trade secrets, injunctive relief, intellectual property rights, franchising, employment, securities, corporate governance, operating agreements, fiduciary duties, shareholder agreements, dissolutions of partnerships/corporations/limited liability companies, and joint ventures • Vendor disputes relating to the manufacture, distribution, sale, lease of goods and the UCC • Debtor/Creditor disputes, issues involving priority of lien rights, enforcement of promissory notes or other debt and security instruments • Real estate disputes involving purchase and sale of real property, lease disputes, option agreements, title, possession/use of land, easements, entitlements, encroachments, adverse possession, subrogation, subordination, eminent domain, restrictive covenants and CC&Rs, trespass, nuisance, foreclosures, deficiency actions, mortgages and deeds of trust • Represented the FDIC and RTC in connection with assets held as receiver or conservator including promissory notes, real estate interests • Represent owners, contractors, and subcontractors in state court, federal court, office of administrative hearings, and arbitrations for construction disputes in matters involving licensing, construction contract interpretation, prompt pay act, lien and bond rights, non-payment, termination, and construction defects AREAS OF LITIGATION AND TRANSACTIONAL EXPERIENCE REAL ESTATE • Advise clients in connection with the development, sale, and purchase of commercial real estate, including entitlements and construction-related issues for retail, residential and hospitality projects • Draft, review and negotiate purchase and sale documents and leases and loan documents for commercial projects • Prepare due diligence and bid packages and related documents for the sale of assets for the FDIC/RTC BUSINESS • Advise businesses in employment matters, purchase orders, leasing, contracts, vendor contracts, franchising, manufacturing agreements, distributorship agreements, and intellectual property rights • Assist in the formation of business entities, negotiate and draft shareholder agreements, buy/sell, operating and partnership agreements • Advise clients regarding fiduciary obligations and corporate governance issues • Advise/litigate disputes between partners, shareholders, and businesses/customers/clients COMMERCIAL CONTRACTS-TRANSACTIONS • Negotiate/draft commercial contracts including distributorship agreements, sale/purchase of businesses or personal property, licensing of intellectual property rights, manufacturing agreements, financing agreements, leases, vendor agreements and merger & acquisitions • Advise/litigate disputes arising out of failed transactions including mergers/acquisitions, purchase contracts, leases, vendor agreements, distributorship agreements, manufacturing contracts, franchise agreements, promissory notes, loans, construction contracts, and securities transactions CONSTRUCTION • Negotiate and draft construction agreements, including contracts between architects, owners, general contractors, and subcontractors • Assist clients with bid packages and bonding for private and public works projects • Advise clients regarding the prompt pay act, construction defects, interpretation of contracts, licensing and mechanic's liens • Substantial experience inlitigating and advising clients regarding mechanic liens, construction defects, prompt pay act, contract disputes, Miller Act, government projects, delay/disruption claims, designer liability, change order disputes, indemnification, and warranty claims

Primary areas of mediation experience are real estate related disputes, construction disputes, commercial transactions, contract interpretation, corporate governance and business torts. Real Estate - easements, entitlements, fraud, concealment of defects and conditions, water rights, trespass, adverse possession, foreclosure of liens, deeds of trust or mortgage, purchase and sale contracts, development agreements, escrow disputes, earnest money disputes, ownership and title disputes, commercial and residential leasing. Construction - mechanic's liens, construction defects, prompt pay, bond/surety claims, purchaser dwelling act, warranty claims, construction contracts, liquidated damages, delay damages, critical path analyses, indemnity claims and multi-party claims involving owners, general contractors, subcontractors, suppliers, and sureties. Commercial Transactions - purchase and sales of businesses, stock sales, manufacturing agreements, licensing of intellectual property rights, distributorship agreements, finance agreements, vendor agreements. Business disputes - contract interpretation issues, business torts including fraud, misrepresentation, negligent misrepresentation, concealment or omission, breach of duty of good faith and fair dealing, unjust enrichment, Uniform Commercial Code disputes, vendor disputes, trade libel, unfair competition, violation of the Lanham Act, cannabis related claims. Damages - enforcement of liquidated damages or limitation of damage provisions, economic waste, economic loss rule, measure of damages analyses and expert opnions. Corporate governance - breach of fiduciary duties, interpretation of operating agreements or shareholder agreement, buy/sell of an interest in an entity, and partner disputes. 40-hour certificate in Fundamentals of Civil and Workplace Mediation obtained in 2004. Judge Pro Tempore for Maricopa County Superior Court 2019 - 2024. Mediated hundreds of cases since 2014. Identified as a Construction master mediator by AAA.

Mediations have involved a variety of issues including, without limitation: Rules of contract interpretation and relevant rules of evidence such as parole evidence. Entity management disputes that include breaches of fiduciary duty in LLC's corporations or partnerships, judicial dissolution of the entity and interpretation and enforcement of LLC operating agreements, viability of business and whether business should be sold, dissolved, continued or one party's interest purchased. Enforceability of oral agreements including statute of frauds, agreements to agree, promissory estoppel and unjust enrichment. Commercial transactions including application of the Uniform Commercial Code, whether goods were conforming or non-conforming, acceptance and rejection of goods, and priority of liens, franchise agreements, Damage analysis for claims involving breach of contract, lost profits, duty of bad faith and fair dealing, punitive, incidental or consequential damages, economic loss rule, limitation of damage provisions. Threshold issues of statute of limitations, claim preclusion, issue preclusion or statute of repose. Construction related claims including prompt pay, AIA or similar construction documents, subcontractor and general contractor disputes, contractor and owner disputes, bond/surety claims, defective work, purchaser dwelling act notice requirements or applicability, validity or priority of mechanics liens, liquidated damages and delay damages. Real estate issues include adverse possession, title issues, earnest money, failure to disclose known conditions in sale of property, water rights, entitlements, validity of easements, landlord tenant disputes including breach of lease, misuse of property or breach of an exclusive use provision of a lease, priority of lien rights, and deficiency claims. Disputes over sales of products or business asserting intentional torts including fraud, negligent misrepresentation, concealment or omission. Intellectual property rights including registered trademarks and copyrights. Franchise agreements and breach thereof. Availability of attorney fees and disputes between clients and attorneys over the reasonableness of the fees charged.

What happens before the parties come together whether it be via Zoom or in person is key to a productive mediation. The parties should provide the mediator with sufficient information to understand each party’s claims, defenses and positions, challenges to be addressed to overcome settlement (financial, business needs, emotional attachment to the dispute or fighting the other party, lack of information), an objective analysis of each party’s claims and defenses and proposals for settlement. After review of the memoranda of counsel are provided, the next step is to contact counsel and inquire about the people that will be participating in the mediation, the attendees familiarity with the process, expectations of the participants and any other information it would be helpful to know about the participants that will be making the decisions at the mediation. This advance preparation fosters tailoring the mediation to fit the needs of the parties and the dispute. At the mediation, the parties are encouraged to consider the dispute from different perspectives and are empowered to reach a decision about settling or continuing litigation based on the information available to them and the insights learned during the mediation process. During the mediation, the dispute is analyzed and evaluated from all different perspectives including, without limitation, the legal merits of the claims and defenses, the types and amount of relief that may be awarded at trial, the business or personal interests the parties need to preserve or address to resolve the dispute, the impact the dispute has on the parties or their businesses, the time the litigation takes away from the individual or business, and the value of reaching ones’ own resolution. Once settlement is reached, the mediator’s job is not complete. It is the mediator’s responsibility to make sure that the parties have sufficiently documented their understandings and/or agreements so that they are enforceable and that there is a clear guide of how any disputes regarding the mediated term sheet or mediation settlement agreement will be resolved.

Proficient in using Zoom and Loop Up for status conferences and hearings. Successfully completed Clearbrief Academy, July 2025. Available to conduct mediations and arbitrations in person or via Zooom.

Northeastern University School of Law (JD - 1985) Barnard College of Columbia University (BA, Anthropology, cum laude - 1982).

Admitted to the Bar: Arizona (1985); U.S. District Court: District of Arizona and Ninth Circuit.

College of Commercial Arbitrators, Fellow National Academy of Distinguished Neutrals State Bar of Arizona Fee Arbitration Program 1994-Present, Committee Chair (2012 - 2014) and currently co-Chair Member, State Bar of Arizona Ethics advisory Group (2014 - Present) Past chair of the State Bar of Arizona ADR Section of the State Bar of Arizona

Frequent Speaker for the Arizona State Bar on ADR, professionalism, fee arbitration, ethics, arbitration, mediation, real estate, construction, and business matters. Co-presenter for the annual ADR Case Law Update for the last 7-8 years. Recent article addressed mediation term sheets and mediated settlement agreements focusing on how to ensure they are enforceable and provisions to be included for resolving disputes about a mediated settlement agreement or term sheet.

Arizona

Hourly Rate: $500.00 Daily Rate: Not provided Study Rate: $500.00/hr Cancellation: Not provided Cancellation Period: Not provided Comment: Compensation rates, established by the AAA, are set forth in the applicable Consumer Mediation Procedures.

English

United States of America

Scottsdale, Arizona