Purchase & Sale Agreements
What is it?
Commercial real estate transactions involve significant capital and complex terms, and the purchase and sale agreement is where the deal is made or broken. This is the document that defines what is being sold, what the buyer is paying, what representations the seller is making, what conditions have to be satisfied before closing, and what happens if something goes wrong between signing and the closing table. A poorly drafted agreement leaves too much room for dispute and too little room for protection when the unexpected happens.
The due diligence period that follows signing is only as useful as the agreement that governs it. Inspection rights, title review periods, financing contingencies, and the consequences of unsatisfied conditions all need to be addressed with precision. In commercial transactions, the stakes are too high to rely on standard forms that weren’t drafted with your specific deal in mind.
How we can help:
We draft and negotiate purchase and sale agreements that protect your interests, anticipate problems before they arise, and keep your transaction moving toward closing with the clarity and momentum these deals require. Whether you are acquiring an investment property, purchasing a business location, or selling a commercial asset that represents years of built-up value, we make sure the agreement reflects the actual deal and the actual risks.
When issues surface during due diligence, we help clients assess their options, negotiate the adjustments the situation requires, and make informed decisions about whether and how to proceed to closing.
Commercial Leasing
What is it?
A commercial lease is a long-term commitment with significant financial and legal implications. The terms you agree to at the start of the relationship will govern it for years, and the provisions that seem minor during negotiations have a way of becoming significant when circumstances change. Rent escalation clauses, assignment and subletting rights, exclusivity provisions, build-out obligations, and termination rights all deserve careful attention before the lease is signed, because renegotiating them after the fact is rarely straightforward.
Landlords and tenants approach lease negotiations from fundamentally different positions, and the standard form leases that landlords typically present are drafted to protect the landlord’s interests. Tenants who sign without experienced legal review often discover the gaps in their protection only when they need it most.
How we can help:
We represent landlords and tenants in commercial lease negotiations, making sure the terms reflect the realities of the deal and protect your position for the duration of the relationship. For tenants, that means reviewing and negotiating every material provision of the landlord’s form, identifying the obligations that create unacceptable risk, and pushing for the protections that a business occupying the space for years deserves to have. For landlords, it means making sure the lease is enforceable, the tenant’s obligations are clearly defined, and the remedies available when those obligations aren’t met are adequate.
We also handle lease renewals, amendments, assignments, and disputes that arise during the term of an existing lease, bringing the same preparation and attention to detail to those matters that we bring to the initial negotiation.
Real Estate Joint Ventures
What is it?
Real estate joint ventures bring together capital, expertise, and opportunity, but they require careful structuring to protect each party’s investment and define how decisions get made. The dynamics of a real estate joint venture are different from a typical business partnership because the asset is illiquid, the timeline is often long, and the relationship between the parties has to function through the full cycle of acquisition, development or management, and eventual disposition. What seems like a shared understanding at the outset can fracture when a major decision needs to be made and the parties realize they have very different assumptions about who has authority and how disagreements get resolved.
The structure of the joint venture also has significant tax and liability implications that need to be addressed at the outset rather than retrofitted after the deal is already in motion.
How we can help:
We structure and document real estate joint ventures that clearly define ownership, governance, profit sharing, and exit rights from the start. That means working through the decision-making framework in enough detail that both parties understand who controls what, how major decisions get made, and what happens when they disagree. It also means addressing the exit scenarios that are most likely to create friction, including what happens if one party wants out before the project is complete or the asset is sold.
We bring litigation experience to the transactional work, which means we draft these agreements with a clear understanding of how they will be interpreted if the relationship ends up in dispute.
Fix and Flip Agreements
What is it?
Fix and flip transactions move fast and carry real risk. The compressed timelines that make these deals attractive also leave less room for the kind of careful review that protects buyers, sellers, and lenders when something goes wrong. Title issues, undisclosed property conditions, financing contingencies, and contractor obligations all need to be addressed in documentation that reflects the speed of the transaction without sacrificing the protection the parties need.
The risk profile of a fix and flip transaction is different from a traditional acquisition. The buyer is taking on a property in distressed condition with the intention of improving and reselling it quickly, and the agreements that govern both the purchase and the subsequent work need to account for that reality.
How we can help:
We draft and review fix and flip agreements that reflect the speed and risk profile of these transactions without cutting corners on the protection our clients need. That means making sure purchase agreements address the condition of the property accurately, that contractor agreements clearly define the scope of work and the consequences of delays or defects, and that the overall structure of the transaction gives our clients the flexibility they need to execute their plan and the protection they need if things don’t go as expected.
For lenders financing fix and flip transactions, we handle loan documentation and security interests with the precision that protects the lender’s position through the full cycle of the project.
Real Estate Development Structuring & Planning
What is it?
Development projects involve multiple parties, significant capital, and complex regulatory requirements. The legal structure you choose at the outset shapes everything that follows, from how liability is allocated among the parties to how the project is financed, how approvals are obtained, and how the economics of the deal flow through to the investors and developers when the project is complete. Decisions that seem purely operational early in a project often have significant legal implications that are easier and less expensive to address before the project is underway.
The regulatory landscape for development projects adds another layer of complexity. Zoning approvals, permitting requirements, environmental considerations, and government incentive programs all involve legal processes that need to be navigated carefully and in the right sequence.
How we can help:
We advise developers on entity structuring, deal documentation, and legal planning that supports the project from acquisition through completion. That means helping clients think through the full lifecycle of the project at the outset, identifying the legal decisions that need to be made early and the ones that can be deferred, and building a structure that supports the project’s goals while managing the risks that development work inevitably involves.
We work alongside developers, lenders, and investors throughout the development process, providing the legal support each stage requires and staying close enough to the project to anticipate issues before they become problems.
Real Estate Entity Structuring
What is it?
How you hold real estate matters as much as what you hold. The right entity structure protects your assets from liability, manages your tax exposure, and positions you for the financing and disposition transactions that may be years away but deserve to be anticipated now. Holding real estate in the wrong structure, or in no structure at all, can expose personal assets to property-level liability, create tax inefficiencies that compound over time, and complicate future transactions in ways that are expensive to unwind.
The right structure depends on the type of property, the number of owners, the financing involved, the intended holding period, and the broader estate and business planning context of the owner. There is no universal answer, and the structure that works well for one investor may create problems for another.
How we can help:
We help real estate owners and investors structure their holdings in a way that protects assets, limits liability, and supports their long-term investment strategy. That means understanding not just the immediate transaction but the broader picture of how the property fits into the owner’s overall portfolio and financial goals, so the structure we recommend works not just for today but for the next transaction and the one after that.
When existing structures need to be reorganized because circumstances have changed, we help clients make those transitions efficiently, minimizing the disruption and the tax consequences that restructuring can trigger when it isn’t planned carefully.
Ground Leases
What is it?
A ground lease separates ownership of land from ownership of the improvements on it, creating a long-term relationship between landowner and tenant that can span decades and involve significant capital investment by the tenant. The fundamental dynamic of a ground lease is that the tenant is investing in improvements on land they don’t own, which creates a level of complexity and risk on both sides that requires careful documentation from the outset. Financing ground lease improvements, subletting the leasehold interest, and addressing what happens at the end of the lease term are all issues that need to be resolved clearly in the original agreement.
Ground leases are among the more complex real estate agreements in common use, and the provisions that matter most, including rent escalation, leasehold financing rights, restoration obligations, and reversion of improvements, require the kind of careful drafting that holds up over a relationship that may last fifty years or more.
How we can help:
We draft and negotiate ground leases that protect the interests of both landowners and tenants through the full term of the agreement. For landowners, that means making sure the lease preserves the value of the land, addresses the reversion of improvements clearly, and gives the landowner adequate protections if the tenant defaults. For tenants, it means making sure the leasehold interest is financeable, the term is long enough to justify the investment in improvements, and the rights available during the term are sufficient to support the intended use.
When ground lease disputes arise, we bring the same preparation and precision to those matters that we bring to the transactional work, having seen enough of these agreements to understand where the disputes tend to originate and how to resolve them efficiently.