Patrick T. Fitzgerald

Partner New York City, Buffalo
Patrick Fitzgerald

Co-leader of Phillips Lytle’s Private Equity Team, Patrick is a seasoned, entrepreneurial lawyer specializing in private equity and investment funds.

Clients appreciate Patrick’s commitment to delivering practical solutions that align with their stated goals. Patrick draws on his extensive legal and entrepreneurial experience (as a former partner of a private equity firm) to provide comprehensive legal advice that is tailored to the unique needs of each client. His business-minded approach, responsiveness and commitment to providing clear and concise legal advice have earned him a reputation for being a trusted advisor to his clients and made him a sought after speaker and author on legal topics in the industry.

With decades of experience in the real estate industry, Patrick is focused on providing legal advice to investment funds, general partners, limited partners, real estate developers and other clients in complex real estate transactions and investment matters. He advises clients on the formation, structuring, and operation of investment funds, and he has a deep understanding of the underlying documents, including partnership agreements, operating agreements and subscription agreements. He is well versed in regulatory compliance issues affecting real estate investment funds and regularly provides guidance on ongoing operational matters, such as investor communications and fund governance. Patrick has extensive experience working on all aspects of commercial real estate transactions, including sales and acquisitions, financing, leasing, land use and zoning, easements and covenants, conditions and restrictions. He assists his clients with their matters from start to finish.


Honors & Awards

  • 40 Under 40, Buffalo Business First, 2023
  • Listed in The Best Lawyers in America®
  • Named to Best Lawyers: Ones to Watch in America®, 2021-2022
  • Named Upstate New York Super Lawyers® Rising Star, 2017-2021, 2023

Education & Admissions

  • State University of New York at Buffalo Law School, J.D. 2011
  • St. John Fisher College, B.A. 2006
Admitted to Practice
  • New York
  • U.S. District Court, Western District of New York


Private Investment Funds
  • Represent clients (general partners) in connection with the structuring, formation and operation of private investment funds, including assisting with capital raising matters and the underlying portfolio company transactions.
  • Led the Phillips Lytle team of attorneys who advised a real estate investment group on the structuring and launch of a $50 million private investment fund, and he has since been engaged to assist on all matters related to the development projects it is expected to produce.
Portfolio Companies
  • Regularly engaged as corporate counsel to represent portfolio companies in connection with all legal matters, including structuring, operations, equity and debt financing, securities issues, joint venture arrangements and related matters, and assists clients in connection with disputes among members, shareholders and partners.
Private Placements
  • Represent numerous real estate developers in connection with the private placement of securities, including preparing all securities offering documents (e.g., private placement memorandums (PPMs), limited liability company and limited partnership agreements, investor questionnaires and subscription agreements) and the underlying real estate transactions (e.g., land use and zoning, acquisitions and due diligence matters), representing hundreds of millions of dollars in new development, value add and stabilized projects.
  • Led the Phillips Lytle team of attorneys who assisted a real estate investment group with respect to all matters related to numerous real estate syndications, including acquisition and dispositions, securities offering and financing matters. The aggregate projects are valued at approximately $225 million.
Joint Ventures
  • Represent clients on all matters related to structuring and negotiating equity and contractual joint ventures, including formation, capital requirements, distribution issues, governance matters, default remedies, transfer restrictions, minority member protections and all related matters.
Investor (LP) Representation
  • Counsel investors on all matters related to investments into private investment funds, syndicated real estate deals, independent sponsor deals and other private equity transactions.
Real Estate
  • Assisted a publicly traded self-storage company with all real estate matters, including negotiating easements, declarations, covenants, conditions and restrictions, and the acquisition and disposition of real property, as well as participating as counsel to the company on a $1.3 billion commercial transaction to purchase a competitor and portfolio of approximately 100 properties.
  • Assisted a national trust client with land use and zoning issues, as well as the disposition of property that was allocated approximately $121 million by the federal/state government to investigate and remediate potential environmental contamination located on the property. Total purchase price was approximately $1.2 billion.
  • Assisted a New York State industrial development agency (IDA) in connection with environmental matters related to a $1 billion waterfront development project located on multiple properties that required environmental remediation activities.
  • Advised various New York State IDAs on all New York State Environmental Quality Review Act matters. Significant matters include a (a) $38 million waterfront hotel project, (b) 78MW and 100MW wind farms and (c) a 325,000-square-foot manufacturing facility expected to produce nearly 900 new jobs.
  • Advised a real estate developer in connection with the sale of a portfolio of 57 properties and 3 corporate entities for approximately $25 million.
  • Represented educational institutions in connection with all matters related to ground leasing and associated development projects as well as general acquisitions and dispositions. Typical project values ranged from $10 – $50 million.
  • Responsible for all land use and zoning issues (e.g., site plan approval, planned residential district rezoning and special permit) and environmental matters for the development of an approximately $12 million residential/commercial/professional space project that is in the New York State Brownfield Cleanup Program.
  • Counseled a development team in connection with the purchase of property, including all related real estate matters (e.g., leasing, easements and air rights issues), from an off-track betting corporation for the development of a $7.5 million hotel project.
  • Negotiated and drafted hundreds of leases and lease amendments on behalf of the world’s largest telecommunications company for sites throughout the U.S.
  • Regularly advise and assist corporate entities, including various educational institutions and developers in connection with all real estate matters, such as zoning and leasing (with institutional and private landlords) and development matters, and the acquisition and disposition of real property located throughout the U.S.
  • Responsible for all land use and zoning issues (e.g., site plan approval, variance, rezonings, special permits, etc.) for the development of numerous telecommunications facilities on behalf of the world’s largest telecommunications company.
Acquisitions and Dispositions/M&A
  • Counseled an insurance company on real estate and environmental matters, including negotiating relevant portions of the stock purchase agreement and addressing title issues, for its sale for $200 million to a privately held company.
  • Counseled a manufacturer on real estate and environmental matters, including negotiating relevant portions of the stock purchase agreement, for its sale for $130 million.
  • Negotiated the sale and leaseback (including a full and unconditional release and waiver) of a former industrial complex. Assisted in the subsequent sale of the entity and its related properties for approximately $60 million.
  • Counseled a manufacturer on real estate and environmental matters, including negotiating relevant portions of the stock purchase agreement, in connection with its sale to multiple private equity firms for $45 million.

Speaking Engagements

View All
  • Moderator, “Joint Venture Opportunities Outside of Multifamily,” iGlobal Forum, Global Leaders in Real Estate Summit, October 2023
  • Presenter, “Challenges Faced When Transitioning from Independent Sponsor Deals to Managing a Private Equity Fund,” iGlobal Forum, 13th Independent Sponsors Summit, September 2022
  • Moderator, “Opportunity Zones: What is the Impact on Investment and Economic Development in Western New York,” Phillips Lytle Panel Program, May 2019
  • Presenter, “Legal and Compliance Issues Related to MS4 Permits (Phase II) and Stormwater Permits for Construction Activity,” Western New York Stormwater Conference & Tradeshow, April 2018
  • Presenter, “Clean Water Act Citizen Suits,” Environmental Law: Preserving Our Rights to the Water, Bar Association of Erie County (BAEC) CLE Event, May 2017

Activities & Professional Associations

Present Activities

  • VBC Giving Foundation, Board of Directors

Past Activities

  • Western New York United Against Drug and Alcohol Abuse, Board Member
  • HSBC Riverside High School Mentoring Program, Student Mentor
  • Say Yes to Education Buffalo, Volunteer Legal Adviser
  • Buffalo Prep, Student Mentor
  • Saturn Club Historic Preservation Foundation Committee, Committee Member
  • Amherst Youth Hockey Coach

Professional Associations

  • American Bar Association
    • Young Lawyers Division
  • Association for Corporate Growth
  • Bar Association of Erie County
    • Environmental Law Committee, Former Chair

Articles & Publications


  • Co-Author, “Commercial Development, COVID-19 and the Biden Administration: Impacts of the Stimulus Bill and Goals Going Forward,” Buffalo Business First, April 2021
  • Co-Author, “COVID-19 Impacts on the Real Estate Industry: New York State Executive Orders and the CARES Act,” Buffalo Business First, April 2020
  • Co-Author, “New Developments on the Horizon for the Opportunity Zone Program,” Buffalo Business First, April 2019
  • Author, “A New Zone of Opportunity – Worth the Investment,” Buffalo Business First, April 2018


  • Co-Author “USA Regional Real Estate – New York,” Chambers Global Practice Guide, May 2020
  • Co-Author, “USA Regional Real Estate – New York,” Chambers Global Practice Guide, June 2019
  • Co-Author, “Regional Real Estate, New York – Law and Practice,” Chambers Global Practice Guides, June 2018