Cases decided on: December 12, 2017

By  Friedman, J.P.,  Moskowitz, Gische, Kahn, JJ.U.S. Bank National Association, etc., Plaintiff-Respondent, -against- GreenPoint Mortgage Funding, Inc., Defendant-Appellant. Syncora Guarantee Inc., etc., Nonparty Respondent. Defendant appeals from the orders of the Supreme Court, New York County (Marcy S. Friedman, J.), entered January 28, 2016, which, to the extent appealed from, granted plaintiff’s motion for summary judgment dismissing the defense of lack of standing, and denied defendant’s motion for summary judgment dismissing the complaint for lack of standing. Murphy & McGonigle, P.C., New York (James A. Murphy of counsel), for appellant. Allegaert Berger & Vogel LLP, New York (Michael S. Vogel, David A. Berger, Kevin L. MacMillan, John Craig and Lauren J. Pincus of counsel), and Quinn Emanuel Urquhart & Sullivan, LLP, New York (Philippe Z. Selendy, Andrew R. Dunlap, Sean P. Baldwin and Yalena Konanova of counsel), for U.S. Bank National Association, respondent.Allegaert Berger & Vogel LLP, New York (Michael S. Vogel, David A. Berger, John S. Craig and Lauren S. Pincus of counsel), for Syncora Guarantee Inc., respondent.MOSKOWITZ, J.In this appeal, we are asked to decide whether plaintiff U.S. Bank National Association may pursue its claims for breach of contract against defendant (GreenPoint). We find that although the relevant contracts are unambiguous, the record presents an issue of fact as to whether U.S. Bank has standing to sue under the HELOC (home equity lines of credit) agreements. The record demonstrates as a matter of law, however, that U.S. Bank does not have standing to sue under the CES (closed-end seconds) agreement. The Background to the LitigationGreenPoint was in the business of originating, acquiring, and selling residential mortgage loans; it also sold loans to financial institutions for securitization. Between September 2005 and July 2006, GreenPoint sold multiple pools of loans as part of a $1.83 billion securitization; in connection with that securitization, GreenPoint Mortgage Fund Trust 2006-HE1 (the Trust) issued Home Equity Loan Asset-Backed Notes, Series 2006-HE1 (the notes). The notes are residential mortgage-backed securities backed by the 30,000 residential mortgage loans that GreenPoint had originated.In general, sales of loans involved two types of contracts, a flow agreement and a purchase price and term letter (PPTL). Initially, to govern the general structure of the transfer, GreenPoint entered into flow agreements, general agreements setting forth GreenPoint’s loan warranties and agreement to repurchase loans that materially breached the warranties. The flow agreements, however, did not actually effectuate any loan sales. Rather, to actually sell the loans, GreenPoint entered into the second type of contract — namely, the PPTL. The PPTLs supplied specific terms governing individual trades under the flow agreements for example, the price and anticipated closing date for the particular trade. In a PPTL from nonparty Lehman Brothers Bank, FSB (Lehman Bank), dated as of September 12, 2005, Lehman Bank agreed to buy home equity lines of credit (HELOC) from GreenPoint. The letter agreement referenced another contract to be concluded in the future specifically, a HELOC Revolving Credit Loan Flow Purchase and Sale Agreement between GreenPoint and Lehman Bank that was to be (and was in fact) dated as of September 26, 2005.GreenPoint and Lehman Bank conducted the sale of loans through an intermediary, nonparty GMAC Mortgage Corporation. GreenPoint as “Seller” and GMAC as “Purchaser” entered into two types of flow agreements. The first agreement was a “Flow Revolving Credit Loan Purchase and Warranties Agreement” for the sale of HELOCs (the HELOC flow agreement). The second agreement was a “Flow Mortgage Loan Purchase and Warranties Agreement” for the sale of “closed-end second” (CES) lien loans (the CES flow agreement).¹        The two flow agreements contained loan representations and warranties. GreenPoint also agreed to repurchase, “at the Purchaser’s option,” any loan that materially and adversely breached the representations and warranties, and, under some circumstances, all loans sold under the flow agreements. Both the HELOC and CES flow agreements contained provisions permitting GMAC to assign the loans, including its repurchase rights. Section 21 of the HELOC flow agreement governed assignments and stated that the flow agreement was to inure to the benefit of, and was to be enforceable by, the successors and assigns of GMAC. Section 21 further stated:“No transfer of a Revolving Credit Loan may be made unless such transfer is in compliance with the terms hereof… . [GMAC] may, subject to the terms of this Agreement, sell and transfer one or more of the Revolving Credit Loans [i.e., HELOCs], provided, however, that (i) in the case of a Securitization Transfer or an Agency Transfer, [GMAC] shall have the right to assign its rights under this Agreement into such Securitization Transfer or Agency Transfer after which the issuer or trustee for the issuer of any such Securitization Transfer or Agency Transfer shall be deemed to be a Purchaser or (ii) in the case of any sale or transfer other than a Securitization Transfer or an Agency Transfer, any transferee will not be deemed to be a Purchaser hereunder binding upon [GreenPoint] unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement substantially in the form of Exhibit G hereto executed by the transferee shall have been delivered to [GreenPoint]. [GMAC] also shall advise [GreenPoint] of the transfer” (emphasis added).The term “Securitization Transfer” is not listed in the definitions section. However, section 28 says that GMAC “may… convey the Revolving Credit Loans to securitized trust structures (‘Securitization Transfers’).” Section 21 of the CES flow agreement differed from the corresponding section of the HELOC flow agreement. That section in the CES flow agreement provided in pertinent part that GMAC“may… sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser… unless such transferee shall agree in writing to be bound by the terms of this Agreement[,] and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit H hereto executed by the transferee shall have been delivered to [GreenPoint].”Notably, the CES flow agreement, in contrast with the HELOC flow agreement, did not contain any exception for a securitization transfer. In addition, the CES flow agreement required that the transfer had to be “in the form of Exhibit H,” not “substantially in the form” of that exhibit. As noted above, GreenPoint sold the loans, along with the loan servicing obligations, to GMAC as the nominal purchaser. On the same day that the HELOC sale closed, GMAC, Lehman Bank, and GreenPoint entered an “Assignment, Assumption and Recognition Agreement” (AAR) renaming Lehman Bank as the purchaser but leaving the servicing obligations with GMAC. Lehman Bank, by way of GMAC, acquired a series of loans in trades occurring between September 2005 and August 2006; each trade had its own PPTL, so that there were five PPTLs. Four of the PPTLs, dated as of September 12, 2005, March 7, 2006, March 25, 2006, and April 19, 2006, sold HELOCs. The fifth PPTL, dated as of July 11, 2006, sold both HELOCs and CES loans. The PPTLs gave Lehman Bank the right to assign its rights under the flow agreements. The PPTL dated July 11, 2006 stated:“The Purchaser [Lehman Bank] has the right to assign all of its rights under the Purchase Price and Terms Letter, the [HELOC Flow] Agreement, the [CES Flow Agreement], the HELOC Interim Servicing Agreement, the Mortgage Loan Interim Servicing Agreement and/or any of the HELOCs/Mortgage Loans purchased under this Purchase Transaction to any affiliate of the Purchaser or third party.”²Moreover, each HELOC PPTL stated that Lehman Bank “may sell the HELOCs either to whole loan purchasers… exchange the HELOCs for agency securities… or convey the HELOCs to securitized trust structures.”In connection with each loan purchase, GMAC, Lehman Bank, and GreenPoint entered into at least one AAR. In the AARs, GMAC assigned all of its rights as “Purchaser” under the HELOC Flow Agreement, except for servicing rights, to Lehman Bank. Moreover, GreenPoint agreed that Lehman Bank would become the “Purchaser” under the HELOC flow agreement, and all of GreenPoint’s representations and warranties as the Seller, including the representations, warranties and covenants to repurchase any mortgage loan, would accrue to Lehman Bank under the AAR. GMAC, Lehman Bank, and GreenPoint later entered into AARs for the four additional batches of HELOCs; these AARs contained the same language as the September 29, 2005 AAR.In early August 2006, by way of an Assignment and Assumption Agreement dated August 1, 2006, Lehman Bank assigned “all of its right, title[,] and interest in and to the Loans and the Sale/Servicing Agreements,” including the two flow agreements, to Lehman Brothers Holdings. GreenPoint was not a signatory to this agreement, and the assignment did not use the assignment agreement language specified in the two flow agreements. Nor was it “substantially in the form of” Exhibit G or H. Next, Lehman Holdings and nonparty Structured Assets Securities Corporation (SASCO) entered into a sale and assignment agreement as of August 1, 2006. In that agreement, Lehman Holdings assigned to SASCO all of its rights under the Assignment and Assumption Agreement. SASCO then transferred the underlying loans to the Trust, of which U.S. Bank was the trustee, to effect the securitiziation. GreenPoint was not a signatory to any of those assignments.The Events Leading to the LitigationIn early 2008, an insurer of the securitization notified U.S. Bank that 963 of the loans did not comply with GreenPoint’s representations and warranties. Accordingly, in March 2008, U.S. Bank notified GreenPoint of breaches of several of its representations and warranties with respect to approximately 655 loans. U.S. Bank requested that GreenPoint either cure the breaches or repurchase the allegedly breaching loans. GreenPoint rejected the request, taking the position that U.S. Bank had not satisfied the express conditions required for it to sue GreenPoint for the repurchase of loans. Specifically, GreenPoint argued that U.S. Bank had not received a valid assignment of Lehman Bank’s rights to enforce the flow agreements’ remedies for breaches of loan representations and warranties. In February 2009, U.S. Bank, along with two other entities who are not parties to this appeal, commenced this action.³ They asserted two causes of action for breach of contract, seeking specific performance and damages. Greenpoint asserted the affirmative defense that U.S. Bank lacked standing because the rights of a purchaser had not properly been assigned to it.U.S. Bank moved for partial summary judgment dismissing the affirmative defense of lack of standing, and GreenPoint moved for summary judgment dismissing the complaint on the ground that U.S. Bank lacked standing. The motion court granted U.S. Bank’s motion, and denied GreenPoint’s motion. AnalysisTo begin, we agree with the motion court that the relevant agreements, considered together, are unambiguous in their requirement that a particular form be used to effect the assignment of Lehman Bank’s rights as a purchaser. Indeed, the flow agreements plainly stated that if the stated conditions were not satisfied, then the “transferee will not be deemed to be a Purchaser hereunder binding upon [GreenPoint].” Therefore, extrinsic evidence may not be considered to glean the parties’ intent (see e.g. Greenfield v. Philles Records, 98 NY2d 562, 569 [2002]; Waverly Corp. v. City of New York, 48 AD3d 261, 265 [1st Dept 2008]). Nonetheless, the court held that Lehman Bank was not required to use an assignment form to transfer the loans and its purchase rights under the flow agreements to Lehman Holdings. The court found that, while the CES flow agreement required use of Exhibit H and the HELOC flow agreement required the assignment to be made in “substantially the same form” as Exhibit G unless the assignment of rights was made in a “securitization transfer,” the PPTLs expressly authorized Lehman Bank to assign all of its rights under the flow agreements, without limitation, to an affiliate or third party, and did not require use of a specified form to effect an assignment. Thus, the court found that U.S. Bank had standing to bring this suit, and dismissed GreenPoint’s affirmative defense alleging lack of standing. This finding was error. First, no inconsistency exists between the PPTLs and the flow agreements. In fact, the PPTLs expressly anticipated the execution of a flow agreement to govern the transaction; the flow agreement was to supply the loan representations and warranties and establish who could enforce remedies for loans that breached these representations and warranties. Notably, Lehman Bank did not acquire any loans until after the parties had signed the flow agreement. Moreover, the PPTL specified that the closing documents for the trade would include the flow agreement and its exhibits. Accordingly, Exhibits G and H, attached to and made a part of the flow agreements, provided the required assignment agreement language necessary to convey the status of purchaser.Second, giving precedence to the PPTLs over the flow agreements, renders meaningless section 21 the section governing assignments of each flow agreement. In interpreting a contract a court should favor an interpretation that gives effect to all the terms of an agreement rather than ignoring terms or interpreting them unreasonably (see e.g. Perlbinder v. Board of Mgrs. of 411 E. 53rd St. Condominium, 65 AD3d 985, 986–87 [internal quotation marks omitted] [1st Dept 2009]). Indeed, “where two seemingly conflicting contract provisions reasonably can be reconciled, a court is required to do so and to give both effect” (id. at 987; see also Lenart Realty Corp. v. Petroleum Tank Cleaners, Ltd., 116 AD3d 536, 537 [1st Dept 2014]). We have also found that “agreements executed at substantially the same time and related to the same subject matter are regarded as contemporaneous writings and must be read together as one” (Perlbinder, 65 AD3d at 987 [internal quotation marks omitted]). Thus, in failing to harmonize the PPTL and the flow agreement, the motion court essentially read the flow agreement terms out of existence. What is more, the court’s finding otherwise notwithstanding, there is no inconsistency between the assignment provisions of the PPTLs and those in the flow agreements. Rather, the letter agreements state the purchaser’s right to assign, and the flow agreements specify how the purchaser is to exercise that right (see generally Lenart Realty, 116 AD3d at 537; Trade Bank & Trust Co. v. Goldberg, 38 AD2d 405, 406 [1st Dept 1972]).⁴ Our interpretation of the flow agreement’s applicability, however, does not fully resolve the standing issue, because, as noted, there still exists an issue of fact as to whether the relevant transfer was a securitization transfer. As to the CES flow agreement, that document contains no exception for a securitization transfer. Although the AAR transferred GMAC’s rights as purchaser under the CES flow agreement, GreenPoint cannot object to this transfer because it expressly consented to it. But Greenpoint was not a party to any of the later transfers of the CES flow agreement. In addition, the CES flow agreement requires the transfer to be “in the form of Exhibit H,” not “substantially in the form of” that exhibit, and neither party disputes that the relevant transfers were not in the form of Exhibit H. Thus, U.S. Bank does not have standing to sue with respect to the CES flow agreement. U.S. Bank argues that we should affirm the motion court’s decision on three alternative grounds  namely, equitable estoppel, waiver, and modification. We reject all of these arguments. With respect to equitable estoppel, U.S. Bank argues that GreenPoint should be equitably estopped from arguing that its representations and warranties were not properly assigned to U.S. Bank. This argument fails for lack of justifiable reliance (see e.g. Sisler v. Security Pac. Bus. Credit, 201 AD2d 216, 222 [1st Dept 1994], lv dismissed 84 NY2d 978 [1994]). Likewise, U.S. Bank’s waiver argument fails for lack of evidence that defendant “provided a specific, identifiable promise not to” require compliance with the Flow Agreements (Massachusetts Mut. Life Ins. Co. v. Gramercy Twins Assoc., 199 AD2d 214, 217 [1st Dept 1993]). Last, the modification argument, which is based on a theory of partial performance, fails because, for this argument to succeed, the acts of part performance must have been those of the party insisting on the oral contract in this case, U.S. Bank. But the acts that U.S. Bank alleges to have modified the contract are GreenPoint’s, not U.S. Bank’s. Additionally, the acts U.S. Bank alleges are not “unequivocally referable to the alleged oral agreement,” as is necessary for a modification argument to succeed (see Richardson & Lucas, Inc. v. New York Athletic Club of City of N.Y., 304 AD2d 462, 463 [1st Dept 2003][internal quotation marks omitted]).Finally, because the motion court found that Lehman Bank was not required to use an assignment form to transfer to Lehman Holdings the loans and purchaser rights under the flow agreements, the court declined to reach the issue of whether the relevant transfer was a “securitization transfer” within the meaning of the HELOC flow agreement. With respect to this question, we find that an issue of fact exists. The HELOC flow agreement does not require an assignment substantially in the form of Exhibit G if the sale and transfer is a securitization transfer. It appears that the documents underlying the transfer were not substantially in the form of Exhibit G. As to whether a securitization transfer occurred, each party supported its position with affidavits by well-credentialed experts, and each expert’s opinion has some support in the record. Accordingly, it cannot be determined as a matter of law whether the HELOC assignments were securitization transfers not requiring compliance with section 21 of the flow agreement. Accordingly, the orders of the Supreme Court, New York County (Marcy S. Friedman, J.), entered January 28, 2016, which, to the extent appealed from, granted plaintiff U.S. Bank National Association’s motion for summary judgment dismissing the defense of lack of standing, and denied defendant’s motion for summary judgment dismissing the complaint for lack of standing, should be modified, on the law, to deny U.S. Bank’s motion and to grant defendant’s motion as to so much of the complaint as is based on closed-end seconds, and otherwise affirmed, without costs.All concur.THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.ENTERED: DECEMBER 12, 2017

1. CES loans differ from HELOCs in that, under a CES, the mortgagor borrows a one-time fixed amount rather than obtaining a line of credit.2. As the motion court noted, the parties do not argue that the provisions of the five PPTLs are materially different from one another. 3. The other plaintiffs were Syncora Guarantee Inc. and CIFG Assurance North America, Inc. In 2012, the motion court granted GreenPoint’s motion to dismiss Syncora and CIFG’s claims against it, and we affirmed that order (U.S. Bank N.A. v. GreenPoint Mrtge. Funding, Inc., 105 AD3d 639 [1st Dept 2013], lv denied, 22 NY3d 863 [2014]). 4. Even had the PPTLs been silent, the purchaser would have had the right to assign (see Ellington v. Sony/ATV Music Publ. LLC, 85 AD3d 438, 439 [1st Dept 2011]).By Friedman, J.P., Renwick, Andrias, Moskowitz, Gesmer, JJ.In re Mental Hygiene Legal Service, Petitioner-Respondent, -against- Anita Daniels, etc., Respondent-Appellant. Respondent appeals from the order of the Supreme Court, Bronx County (Ben R. Barbato, J.), entered December 16, 2016, which denied its cross motion to dismiss the proceeding, and granted the petition to the extent of declaring that respondent’s failure to provide petitioner with a complete copy of a patient’s so-called medical chart in any proceeding pursuant to MHL 9.31(a) violates Mental Hygiene Law (MHL) 9.31(b) when read together with MHL 9.01, MHL 33.16(1), and 14 NYCRR 501.2(a), and ordering respondent, in any action brought pursuant to MHL 9.31(a), to provide petitioner with a complete copy of such medical chart prior to any MHL 9.31(b) hearing.Eric T. Schneiderman, Attorney General, New York (Andrew Rhys Davies, Anisha S. Dasgupta and Bethany A. Davis Noll of counsel), for appellant.Marvin Bernstein, Mental Hygiene Legal Service, New York (Sadie Zea Ishee and Maura Klugman of counsel), for respondent.RENWICK, J.This article 78 petition was commenced by the Mental Hygiene Legal Service (MHLS), “the oldest legal advocacy program for the institutionalized mentally disabled in the United States” (History of MHLS – New York State Unified Court System, https:www.nycourts.gov/courts/ad2/pdf/mhlsart10/MHLS history.pdf [accessed June 28, 2017]). Originally named the Mental Health Information Service, the agency’s name was changed to MHLS in l986 to more accurately reflect its duties and functions (id.). Since its creation by statute in 1964, MHLS has served as the watchdog of the rights of the institutionalized mentally disabled in New York and has been recognized by the courts as essential to the state’s statutorily “protective shield of checks and balances” governing the admission, transfer and retention of psychiatric patients (see Fhagen v. Miller, 29 NY2d 348, 355 [1972], cert denied, 409 US 845 [1972] [internal quotation marks omitted]).In this article 78 proceeding, MHLS seeks to compel respondent Anita Daniels, in her official capacity as Acting Director of Bronx Psychiatric Center (BPC), to comply with Mental Hygiene Law (MHL) 9.31(b).¹ MHLS contends that the clear language of the foregoing statute requires that BPC, in a special proceeding pursuant MHL 9.33 to retain a patient in a hospital for involuntary psychiatric care, must provide MHLS a copy of a patient’s record, as defined by MHL 9.01, 14 NYCRR 501.2(a), and MHL 33.16(1). Respondent failed to provide a complete copy of the aforementioned record prior to each and every one of the retention hearings. Accordingly, MHLS avers that respondent has failed to perform a duty imposed by law. BPC opposes this petition and cross-moves for its dismissal. Specifically, BPC contends that because MHLS has not suffered injury by the alleged conduct, MHLS lacks standing to bring this proceeding and dismissal therefore is warranted pursuant to CPLR 3211(a)(3). Alternatively, on the merits, BPC contends that the petition must be denied because MHL 9.31(b) does not require the broad disclosure alleged by MHLS.MHL 9.27 authorizes a hospital to admit a patient involuntarily if three physicians, including a psychiatrist, confirm that the patient is “mentally ill and in need of involuntary care and treatment” (MHL 9.27[a]; see MHL 9.27[e]). A person is “in need of involuntary care and treatment” if the patient “has a mental illness for which care and treatment… in a hospital is essential to such person’s welfare and whose judgment is so impaired” that the person “is unable to understand the need for such care and treatment” (MHL 9.01). A “mental illness” is defined as “an affliction with a mental disease or mental condition which is manifested by a disorder or disturbance in behavior, feeling, thinking, or judgment to such an extent that the person afflicted requires care, treatment and rehabilitation” (MHL 1.03[20]).In order to retain a patient involuntarily for more than 60 days, the hospital must obtain a court order so directing, although the patient may remain hospitalized while the application for such an order is pending (MHL 9.33[a]). The hospital must show “that the patient is mentally ill and in need of continued, supervised care and treatment, and that the patient poses a substantial threat of physical harm to himself and/or others” (Matter of Anonymous v. Carmichael, 284 AD2d 182, 184 [1st Dept 2001] [internal quotation marks omitted]). On the other hand, MHLS has a duty “[t]o provide legal services and assistance to patients or residents and their families related to the admission, retention, and care and treatment of such persons” (MHL 47.03[c]; see MHL 47.01[a]). MHLS further has a duty “[t]o initiate and take any legal action deemed necessary to safeguard the right of any patient or resident to protection from abuse or mistreatment” (MHL 47.03[e]).MHLS brought this article 78 proceeding in August 2016, seeking a writ of mandamus declaring that BPC had failed to perform its duty pursuant to MHL 9.31(b) and ordering BPC to comply therewith. The petition alleges that BPC’s “pattern and practice” in MHL 9.31 retention hearings is “to provide MHLS and the court with… inter alia, the admission, transfer or retention application papers and orders, but not the patient’s complete clinical record, as defined in MHL 33.03, 33.13, and 33.16,” which is “colloquially referred to as the ‘medical chart’.” An average medical chart consists of one or two binders containing hundreds of pages of documents, and is continually updated with any new documents related to the patient’s treatment. Instead, according to the petition, “BPC’s practice is to offer the original medical chart into evidence as an exhibit at each… retention hearing,” without offering any copies to MHLS, and returning the original chart to the hospital ward after the hearing pursuant to MHL 33.13.Beginning in early 2016, MHLS “began to notice” that the documents in the medical charts introduced by BPC at retention hearings “had been added or removed just prior to the hearing, thwarting [MHLS's] ability to determine with any certainty what the chart contained.” The petition further explained that no copies of those exhibits were provided to MHLS or to the court. Accordingly, in March 2016, an MHLS attorney advised BPC’s counsel by email that MHL 9.31 requires BPC “to provide [MHLS] with a copy of the full record of the patient prior to any court proceeding,” and MHLS “began requesting copies of patients’ medical charts in individual cases.”In an email response on April 12, 2016, BPC’s Director of Medical and Legal Affairs, Dr. Makeda Jones-Jacques, simply stated that “there is no problem with MHLS making copies of whatever you need,” tacitly denying MHLS’s claim that BPC is required to provide a current copy of the chart to MHLS at every retention hearing.BPC cross-moved to dismiss the proceeding on the grounds that petitioner lacks standing, and that the writ of mandamus does not lie because MHLS does not have a clear legal right to the relief sought. BPC emphasized that MHLS always has full access to medical charts, 24 hours a day, seven days a week, pursuant to MHL 47.03(d).Supreme Court, by a decision and order dated December 16, 2016, denied BPC’s motion to dismiss and granted MHLS’s petition for relief. Initially, on the threshold issue of standing, Supreme Court agreed with BPC that MHLS lacked “individual standing.” Supreme Court, however, found that MHLS did possess “organizational standing” to maintain the action based on MHLS’s statutory mandate. Specifically, the court noted that MHL 9.31 (b) and its disclosure mandate is patently intended to protect the rights of patients in proceedings pursuant to MHL 9.31(a) by ensuring that they are provided with the very records which generally form the basis of any application under MHL 9.31(a). This petition, the court noted “of course, is an extension of that duty.” The court further concluded that “the patients who [MHLS] represents — many of who are alleged to be afflicted by psychiatric injuries — have not and will not initiate a proceeding such as this one to compel [BPC] to comply with MHL 9.31(b).” On the merits of the petition, Supreme Court held that “in failing to provide [MHLS] with a complete copy of a patient’s medical chart in any proceeding pursuant to MHL 9.31(a), [BPC] is violating the clear language and legislative intent of MHL 9.31(b), which… requires that [BPC] provide copies of the entire chart not just portions thereof prior to the hearing.” The court further held that “the petition establishes that the duty imposed by MHL §9.31(b) is compulsory rather than discretionary and mandates the action — disclosure — sought by [MHLS].” The court concluded that it was “clear that [BFC] has and continues to refuse to abide by the clear unequivocal mandate of the foregoing statute.” Supreme Court accordingly ordered that BPC provide MHLS with a complete copy of each respective patient’s medical chart prior to any MHL 9.31 retention hearing. BPC appealed and, as an agency of the State, invoked its right to an automatic stay of the underlying decision pending the outcome of this appeal.We must first address the threshold question of whether MHLS has standing to maintain this action. Under the two-part test for determining standing, a plaintiff or petitioner must first show “injury in fact,” meaning that the plaintiff or petitioner will actually be harmed (in a way distinct from the harm to the general public) by the challenged administrative action; next, a plaintiff or petitioner must show that the asserted injury arguably falls within the “zone of interests” or concerns sought to be promoted or protected by the statutory provision (see New York State Assn. of Nurse Anesthetists v. Novello, 2 NY3d 207, 211 [2004]). An organizational plaintiff or petitioner must show a harmful effect on at least one of its members such that the member would have standing to sue, that the interests it asserts are germane to its organizational purposes to satisfy the court that it is an appropriate representative of those interests, and that the case would not require the participation of individual members (id.; Rudder v. Pataki, 93 NY2d 273 [1999]).This Court has found organizational standing under exceptional circumstances involving organizations that were dedicated to protecting a class of individuals who suffered injuries which certain statutes were intended to guard against, and who could not otherwise act in their own interests. For example, in Grant v. Cuomo (130 AD2d 154 [1st Dept 1987], affd 73 NY2d 820 [1988]), this Court held that organizations concerned with the care and protection of children possess standing to litigate the claim that government social services agencies violated their statutory obligations to provide children protective and preventive services by failing to respond to allegations of child abuse within a 24-hour period, notwithstanding the fact that the organizations only asserted, in general terms, an injury based on the added burden to their resources. This Court found that denying standing would be to exempt from judicial review the government’s failure to comply with their statutory obligations. This Court further noted the societal concern with the protection of children, the historic relationship of these organizations to the goals sought by the relevant statutes, the fact that the abused children are not able to seek a judicial remedy, and that the parents or caretakers, the objects of the claims of abuse or maltreatment, would be unlikely to secure a remedy (130 AD2d at 159).Similarly, in Mixon v. Grinker (157 AD2d 423 [1st Dept 1990]), this Court found that the Coalition for the Homeless had standing to sue the City on its own behalf, as well as on behalf of the individuals it represented who were unable to seek a judicial remedy on their own, for its failure to provide medically appropriate housing to individuals with HIV. This Court found that the organization had alleged a specific burden on its resources resulting from the provision of non congregate housing and medical assistance to HIV-infected homeless people caused by the City’s failure to provide appropriate housing. This Court noted that the majority of desperately ill homeless individuals cannot, owing to illness, poverty, myriad AIDS-related problems and unfamiliarity with their legal rights and the legal process, seek relief on their own behalf (157 AD2d at 427; see also Community Serv. Socy. v. Cuomo, 167 AD2d 168, 170 [1st Dept 1990] [standing found for organizations whose members the applicable statute was created to help or who are necessary to insure its effective functioning, and where denial of standing could possibly leave unprotected that part of society most in need of the representation and protection the organizations are able to provide]).We find that this case involves, as in Grant v. Cuomo and Mixon v. Grinker, exceptional circumstances that warrant a finding of standing. To begin, the injury that MHLS asserts falls within the interests or concerns sought to be provided or protected by the statutory provision that it invokes. Indeed, BFC does not deny that MHL 9.31(a), which MHLS claims entitled its clients to copies of their entire medical records prior to retention hearings, is intended to protect the rights of the patients. Concomitantly, MHLS exists to provide legal assistance to patients of psychiatric centers (MHL 47.01[a]) and has a duty to “initiate and take any legal action deemed necessary to safeguard the right of any patient or resident to protection from abuse or mistreatment” (MHL 47.03[e]). Since BPC’s refusal is pervasive and affects each and every one of MHLS’s clients and their respective retention hearings, we find that MHLS has alleged a specific and genuine burden on its resources. Under the circumstances, we reject BPC’s contention that the patient’s rights can be effectively protected in the context of individual retention hearings and post-judgment remedies, such as appeals (cf. New York County Lawyers’ Assn. v. State of New York, 294 AD2d 69 [1st Dept 2002] [clients are not able to protect their own rights to receive effective assistance from attorneys overburdened with excessive caseloads]). Having found standing, we turn to MHLS’s claim that BPC has violated its statutory obligation. We find that MHLS has demonstrated a clear legal right to mandamus relief (Matter of Brusco v. Braun, 84 NY2d 674, 679 [1994]). MHL 9.31(b) requires that, upon receipt of a patient’s request for a retention hearing under MHL 9.31(a), it shall be the duty of a director of a facility to give a copy of the record of the patient to MHLS. Under MHL 9.01, a record of a patient “shall consist of admission, transfer or retention papers and orders, and accompanying data required by this article and by the regulations of the commissioner.” In turn, the regulations of the Office of Mental Hygiene provide, in relevant part, that “case record, clinical record, medical record, or patient record means clinical record as such term is defined in section 33.16 of the Mental Hygiene Law, whether created or maintained in writing or electronically” (14 NYCRR 501.2 [emphasis added]). The term clinical record is defined under section 33.16 of the Mental Hygiene Law as “any information concerning or relating to the examination or treatment of an identifiable patient or client maintained or possessed by a facility which has treated or is treating such patient or client” (MHL 33.16[a][1] [emphasis added]). Accordingly, we agree with Supreme Court that when read together, these statutory duty and regulatory provisions impose upon BPC a compulsory duty to provide MHLS with a copy of its clients’ complete medical charts before their respective retention hearings under MHL 9.31 and 9.33 are held.In so holding, this Court is mindful, contrary to the dissent’s suggestions, of BPC’s justifiable concerns of diverting from its limited resources to provide MHLS with copies of its clients’ complete medical charts before any of its clients’ retention hearings under MHL 9.31 and 9.33. Nevertheless, we cannot turn a blind eye to the clear legislative mandate that each and every one of the individuals, whom MHLS represents and whom are subject to involuntary retention, receive the representation that the legislature has mandated they receive. Ultimately, as a matter of due process,² the detriment that these patients may experience in not having copies of their charts available at their hearings is of a plainly higher and more compelling nature than the detriment to the hospital in having to undertake additional photocopying responsibilities (see Addington v. Texas, 441 US 418, 427 [1979] [in a psychiatric civil commitment hearing, "(t)he individual should not be asked to share equally with society the risk of error when the possible injury to the individual is significantly greater than any possible harm to the state"]).The dissent’s position is not persuasive. The dissent argues that neither 14 NYCRR 501.2(a) nor the MHL should be used to derive the definition of “accompanying data” within the meaning of MHL 9.01. According to the dissent, while MHL 9.01 does define a client’s “records” to mean his or her “accompanying data,” it defers to the Office of Mental Health (OMH) regulations to provide, if any, the meaning of “accompanying data” within the context of retention hearings. Carried to its logical conclusion, the dissent would have us interpret the statute to give the Department of Hygiene the absolute discretion to obviate the statute’s requirement to provide a patient with “accompanying data” at a retention hearing. The dissent asserts that this interpretation should be reached because OMH fails to promulgate any regulation that defines “accompanying data” within the context of retention hearings.This approach, however, is inconsistent with the purpose of Mental Health Law 33.16, which requires BPC to provide an indigent patient with his or her medical records upon request. MHL section 33.16 governs access to, and disclosure of, clinical records held by mental health facilities and is very similar to Public Health Law 18, the general statute, which governs access to other patient information. Specifically, as pertinent here, MHL 33.16 not only defines the term “clinical record,” but it also requires a mental health facility to provide a patient with the opportunity, when he or she desires, to inspect his or her clinical records. Mental health facilities also have a general obligation to furnish copies of any clinical record that a patient is authorized to inspect, “within a reasonable time” of a patient’s request (MHL 33.16[b][5]). While a facility may place reasonable limitations on the time, place, and frequency of any inspection of clinical records and may not charge more than 75per page for copying, a facility may not deny a patient access to copies solely because of the patient’s inability to pay (MHL 33.16[b][6]). Finally, since the right to access and to copies are subject to the same limitations (see MHL 33.16[c] [not applicable here]), the Second Department has held that where a medical health facility finds no reason to deny a patient access to his/her clinical record, the denial of the patient’s request for copies of those same records would be arbitrary and capricious (Matter of Billups v. Rizzo, 228 AD2d 587, 588 [2d Dept 1996]).The dissent finds nothing significant about the fact that MHL 33.16 requires respondent to furnish an indigent patient with a copy of his or her records within a reasonable time of a patient’s request. Instead, the dissent takes the narrow view that this appeal presents the “humdrum issue” of MHLS’s rights rather than the patient’s rights, and that “petitioner here is not an indigent patient seeking a copy of his or her chart, but MHLS, a state agency with its own budget and employees.” What the dissent ignores is that MHLS’s duties and the patient’s rights are inextricably interwoven. Indeed, the dissent cannot — and does not — argue that MHLS’s actions here are not made pursuant to and consistent with its duties prescribed by MHL to initiate and take any legal action deemed necessary to safeguard the rights of patients who are the subject of involuntary retention. These patients with mental disabilities are not only the most vulnerable members of our society, but they too are entitled to constitutional and statutory protections.In light of the parameters of MHL 33.16, to accept the dissent’s position — that OMH has total discretion to obviate the need to provide a patient with the “accompanying data” required to be made available at the retention hearing – is to conclude the incongruous: that while indigent patients who are treated by mental health facilities generally have the right to access and to copies of their clinical records, they surrender such rights when the mental health facility seeks to retain the patient for involuntary psychiatric care. To do so would be to ignore the clear mandates of MHL 33.16. The courts are not free to ignore a clear mandate of the legislature.The dissent’s position that BPC will be unduly burdened and its resources wasted by compliance with MHL by providing a copy of a patient’s medical records prior to a retention hearing is based on the mere opinion of an assistant attorney general with 10 years of experience in representing BPC in these matters. Of equally, and arguably greater, import is the position of the MHLS attorney with 30 years of experience in these matters. The MHLS attorney explained to the court below that MHLS’s requests are not “hollow” demands, but intended to help assure that the medical testimony adduced against its clients at the retention hearings is accurate, which can only be accomplished by the review of the medical record prior to the proceeding. The dissent’s argument that such duties could easily be accomplished by MHLS lawyer’s ability to personally inspect the medical records at the health facility misses the reality of the situation. With an unlimited case load and a limited staff of lawyers, MHLS can ill-afford to spend the extra time and effort required to review and copy records at mental health facilities. Nor does MHLS have the required support staff to help accomplish that task, as the experienced MHLS attorney explained to the court below.Moreover, contrary to the dissent’s conclusion, MHLS’s endeavor — to ensure that medical testimony adduced against its client at the retention hearing is accurate — is not rendered wasteful by the fact many of the retention proceedings do not reach the hearing stage. Indeed, as the dissent is fully aware, MHLS’s legal duties and responsibilities are triggered immediately upon MHLS receiving notice of BPC’s intention to involuntarily retain its clients, and MHLS cannot not safely predict the eventual outcome of each proceeding at its inception. Significantly, the dissent also ignores the representation made to the court below by the experienced MHLS attorney that MHLS has made similar demands to other mental health facilities, like Bronx Lebanon Hospital and North Central Bronx Hospital, which have begun to comply with MHLS’s demand that a copy of a patient’s medical record be provided to MHLS prior to a retention hearing. Of course, this undermines the dissent’s central conclusion that compliance with the request in each retention proceeding would be unduly “burdensome, wasteful and virtually unworkable” to BPC.Finally, we reject the dissent’s conclusion, that, because MHLS has “around-the-clock access to patient records, the copying is not required for its attorneys to review the charts before the hearings” and therefore MHLS’ clients’ due process rights are not implicated. It is abundantly clear that the medical charts at issue here are a fluid set of documents that the medical staff of the pertinent medical facility are constantly updating during the continuing constant treatment and care of the patient. Thus, MHLS attorneys’ right to access the charts, “at any given time,” would not assure the attorney that he or she was looking at the very same documents BPC relies on at the retention hearing. Under the circumstances, this is not a funding issue, and MHLS’s “round-the-clock access to patient records” is not the panacea that the dissent describes.Accordingly, the order of the Supreme Court, Bronx County (Ben R. Barbato, J.), entered December 16, 2016, which denied BPC’s cross motion to dismiss the proceeding, and granted the petition to the extent of declaring that BPC’s failure to provide MHLS with a complete copy of a patient’s so-called medical chart in any proceeding pursuant to MHL 9.31(a) violates MHL 9.31(b) when read together with MHL 9.01, MHL 33.16(1), and 14 NYCRR 501.2(a), and ordering BPC, in any action brought pursuant to MHL 9.31(a), to provide MHLS with a complete copy of such medical chart prior to any MHL 9.31(b) hearing, should be affirmed, without costs.All concur except Friedman, J.P. and Andrias, J. who dissent in an Opinion by Friedman, J.P.