Derald J. Hay is a trusted advisor to construction project owners, including developers, investors, landlords, and tenants, on construction and operational real estate transactions. His practice primarily focuses on drafting and negotiating contracts with architectural, engineering, consulting, and construction firms to help clients establish clear and practical legal frameworks that set their projects up for success. He advises clients through all phases of the project lifecycle and adds significant value when engaged early in the process, where he helps shape procurement strategies to maximize the owner’s negotiating leverage.
Derald’s experience spans a broad range of projects, including large-scale mixed-use ground-up developments, single and multi-family residential for-rent or for-sale projects, public and private infrastructure, first-of-kind manufacturing facilities, hotel renovations, and tenant fit-outs. He has experience working on projects across a wide variety of asset classes, including office, cold storage, data centers, biotech labs, industrial manufacturing, and warehousing. Derald even leads contract negotiations for the design and construction of Goodwin’s own offices.
Derald has particular experience structuring contracts to allocate risks and liabilities in alignment with insurance coverage. His background in construction insurance allows him to guide clients in negotiating balanced contract terms that align with coverage requirements in a fair and commercially sensible manner.
Derald also assists clients in resolving issues that arise during design and construction. Whether addressing design errors, scope changes, delays, or payment disputes, he works closely with project stakeholders to identify practical solutions that mitigate risk and preserve project momentum.
Derald earned his J.D. from Penn State Dickinson School of Law and holds a B.S. and M.S. in Forest Science from Penn State. He is a member of the American Bar Association’s Forum on Construction Law and presents on topics related to risk allocation and construction contracting.
Representative Matters
- Represented the investor in a joint venture with an affiliated developer and contractor for the construction of a 400-unit for-sale townhome development in Los Angeles, California, and then facilitated the transition of the project to a third-party contractor to complete the construction while avoiding litigation and minimizing losses to the venture
- Represented a developer in negotiating the architect and a GMP construction contract for a 204 apartment unit building with a centrally located amenities center in Lebanon, New Hampshire
- Represented the joint venture investor on a project involving the construction of three mixed-use buildings with grade-level parking lots on multiple sites in Wilsonville, Oregon, with a gross building area of approximately 130,000 SF comprised of over 140 apartment units and ground floor retail
- Represented a joint venture with the negotiation of a Cost-Plus contract for the construction of seven semi-custom single-family homes in LaQuinta, California
- Represented the buyer with the negotiation of a construction contract with a merchant-builder for a 236 single-family home development in Clay County, Florida
- Represented a pharmaceuticals innovator with the negotiation of design and construction contracts for a multi-phased construction project of its headquarters in the suburbs of Boston, Massachusetts, that include office, lab, testing, and manufacturing capabilities
- Represented the investor with the negotiation of joint venture and construction contracts for a 900,000 square foot industrial and warehouse development in Denton County, Texas
- Represented an environmental services company in negotiating an EPC contract for the design and construction of a first-of-kind asphalt recycling plant outside of Chicago, Illinois
- Represented the Landlord in the negotiation of a contract with a national builder for the construction of a core and shell for a Bass Pro Shop in New Jersey
- Worked directly with the Owner on multiple design, consulting, and construction contracts for the development of an office, technology park, open space, and residential facilities spanning an entire block in downtown San Francisco
- Represent the Landlord for renovations to the core and shell and fit out of a single-tenant building with over 200,000 rentable square feet for lab and office space in New York City
- Represented the Landlord in the development of a master construction services contract with a regional contractor to facilitate multiple tenant fit out projects for its technology park located in the suburbs of Boston
- Represented Goodwin Procter in the negotiation of project management, architectural, engineering, consulting, and construction contracts for the tenant fit out of its new spaces being leased in New York, Washington DC, Philadelphia, Los Angeles, San Francisco, Luxembourg, and Singapore
- Worked with multiple existing Goodwin clients to negotiate the construction contracts as they fit out space with projects that can range from a 16,000 square foot office renovation in the heart of Boston to a 100,000 square foot manufacturing facility in the suburbs of North Carolina
- Provided comprehensive representation to a city government associated with wholesale upgrade to its wastewater sewer and treatment system, which included multiple engineering and construction contracts as upgrades were being released in phases and negotiating inter-municipal cost sharing and sewage use agreements with suburban towns
- Represented a college for the construction of a new electrical distribution system to connect its campus facilities
- Negotiated an EPC Contract for the engineering and construction of a first-of-kind power plant fueled from animal litter
- Worked with a Hotel Operator for a national brand performing a major renovation to its ballroom and amenities with an intricate phasing plan to ensure that construction was stabilized during peak season
- Worked with an investor on the diligence of reviewing the construction documents associated with the negotiation of a joint venture to develop a 99-room luxury ski resort in Big Sky, Montana
- Represented a high-end Boston hotel with the negotiation of a construction contract to renovate fifteen floors of rooms, the lobby, and amenity space
Areas of Practice
Professional Activities
Derald is a member of the Boston Bar Association, Pennsylvania Bar Association and American Bar Association. Derald is also involved with the Environmental Law Institute, Society of American Foresters and Penn State Forest Resources Alumni Board.
Professional Experience
Prior to joining Goodwin, Derald was a construction and environmental associate at Fox Rothschild LLP in Pennsylvania.
While in Pennsylvania, Derald served on the Upper Uwchlan Township Planning Commission.
Derald was a summer law clerk for the U.S. Environmental Protection Agency in Philadelphia, Pennsylvania and the U.S. Department of Justice in Washington, D.C.
While at Penn State, Derald was a Goddard Fellow and assisted in the creation of a habitat conservation bank, a program to streamline the administrative permitting process for real estate development on parcels with bog turtle habitat in southeastern Pennsylvania.
Credentials
Education
JD2007
Penn State University
Dickinson School of Law
Master of ScienceForest Resources2007
Penn State University
BSForest Science2003
Penn State University
with distinction
Admissions
Bars
- Massachusetts
- Pennsylvania
- New Jersey
Recognition & Awards
Derald was named as Pennsylvania Super Lawyer “Rising Star” in 2011, 2013, 2014, 2015 and 2016. Derald was also included in the Main Line Today Top Lawyers List in 2010 and 2011.
While attending law school, he was an articles editor and contributor for the Penn State Dickinson School of Law Environmental Law Review.
Publications
January 22, 2015
Jack Frost National Seeks Sound Alternative for PennEast Compressor
The Journal of the Pocono Plateau
January/February 2010
Habitat Conservation Banking: Profiting from Endangered Species
Journal of Forestry
December 2009
CAR's Forest Project Protocol: Potential Pitfalls May Limit Enrollment for Carbon Credits
The Forestry Source
Spring 2009
Seller Beware: Some Perils and Solutions to Leasing Oil and Gas Rights
The Allegheny News
2008
Post-Kyoto Stress Disorder: How the United States Can Influence International Climate Change Policy
Missouri Environmental Law and Policy Review
2007
A Comparison of the Hedonic Pricing Method and Assessment Value Method for Large Parcels in Chester County, Pennsylvania
Thesis, The Pennsylvania State University
2006
When Sealing the Leaks of Habitat Conservation Banking, Multiple Gaskets are Needed: The Case for Bog Turtle in Pennsylvania
14 Penn State Envtl. Law Review, 299-337
2006
Legal Tools That Provide Direct Protection for Elements of Biodiversity
Biodiversity Conservation Handbook 277-255