Commercial Real Estate

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Our services include

• Entity Formation:
Protect your personal assets, your business assets and maximize your tax benefits by using entities to hold your real estate investments and/or operate your business. Learn more about LLCs for Real Estate.

• Drafting and Negotiating Loan Documents:
We can negotiate and handle the process of getting a loan for your next deal. Our real estate law services can help you understand the real property, provide you with knowledge that will help you to find the right loan options, and meet the requirements to secure funding.

• Buy and Sell:
Buying and selling your investment are critical transactions that present many traps for the unwary. We help you through that minefield.

• We can assist you in resolving disputes between:

• Partners and Investors: Partner disputes can be incredibly expensive and draining, emotionally and psychologically. A crucial step to minimize those disputes is to document properly your relationship from the beginning. We can help.
Construction: A solid construction contract can minimize disputes later on in the process. Our law firm can provide professional guidance on how to set up a contract in a way that protects you or your company.

• Lease Agreements: Avoid unnecessary costs by drafting effective leases.

• Government: Whether you have a development project or an existing building, you may be required to deal with government-related issues. We can help resolve those issues.

Our firm has a licensed California Real Estate broker on staff that can assist with listing your property with the multiple listing service and procuring a buyer for your property.

Attorneys for Real Estate Purchase and Sale Agreements

In any purchase and sale of real estate, an attorney should be involved from beginning to end. Commercial transactions often involve two steps. The letter of intent followed by a more detailed purchase and sale agreement. A letter of intent is typically non-binding, once it is put in writing, it is key in the negotiation and documentation of the formal purchase agreement. A mistake or oversight in the letter of intent can create problems during throughout the remainder of the transaction. Seasoned investors and an investors with sharp brokers negotiating on their behalf, need to involve a lawyer from the first serious communication of an offer, whether written or verbal. Every negotiation for the purchase of residential and commercial real estate includes numerous economic opportunities and hidden costs. Savvy investors take advantage of every opportunity to avoid unnecessary costs by putting an experienced real estate lawyer to work from the begining. Selling an investment requires just as much diligence as the original acquisition. Most sellers want to walk away from the property with no further obligations or liabilities. An experience attorney can help you navigate negotiations that can tie up the investor’s property for years, and avoid costly litigation that will prevent the seller from selling. Which will leave investor on the hook long after the sale. Sellers and Buyers must be vigilant in negotiating everything including:

• Legal description of the property
• Purchase price
• Deposit
• Contingency period
• Conditions to close
• Representations and warranties
• Damage and destruction consequences
• Prorations
• Indemnification clause

Disclosures of property condition affecting the property value.

When is it time to liquidate your real estate investment

Legal Help in California with Real Estate Entity Formation: LLCs and Partnerships.
When forming an entity to own real estate, one of the first critical decisions to make is selecting the most appropriate type of entity and the subsequent formation of that entity. The most common ownership entities considered by real estate investors are limited liability companies, limited partnerships, and general partnerships. Operating businesses, such as management companies, are often corporations.
Whether you are a sole investor, have one or more partners, are doing a small private syndication, or are launching a large project with multiple investors, a real estate attorney in California who can drill through a comprehensive analysis can help you make the right decision from the beginning. To avoid adverse legal and tax consequences. We can help investors avoid this and other future problems.
Selecting the right ownership entity involves a thorough consideration of various business and tax factors. Business factors include the costs of formation, management and control issues, agency authority of owners and management, liability of the owners for business obligations, transferability of the interests, ability to raise capital, continuity of the business, and the number of participants involved. Tax factors are typically handled in conjunction with a tax advisor.
A California real estate attorney with significant experience in real estate investor law can be critical to a businesses’ success early on.

Preserving Proposition 13 Tax Benefits in Commercial Real Estate Transfers Is Complex, But Often Possible >

In California, property tax reassessment is a major issue under Proposition 13, the recent enactment of Prop 19 has created new opportunities and pitfalls to consider when transfering ownship of proprety. Prop 13, which passed overwhelmingly in 1978, was an amendment to the California Constitution which rolled back residential property taxes and capped them at 1% of assessed value (plus some local additions by county). Assessments were allowed to rise at a maximum of 2% a year—even though real estate prices in California continued to skyrocket. Properties are reassessed in value when a change of ownership occurs either by death, gift, or sale. In other words, when the property is “transferred,” or what the California State Board of Equalization calls a “change in ownership.” Proposition 13 has been amended many times over the years, along with the definition of “change in ownership”—most recently by the hugely important Proposition 19, which passed in November of 2020 and has received far too little press. Prop 19 created both devastating consequences and new opportunities in California property taxes. The issues and strategies around Prop 13 and Prop 19 are complex, but at the most basic level, everyone in California should know that the consequences of transferring a property from family member to family member, from divorced spouse to divorced spouse, from a trust to a person or a person to a trust without proper, current legal advice in this area can be truly catastrophic

1031 Exchange when Selling Investment Property

Many investors in commercial real estate are unaware of the range of options and enormous benefits of “1031 exchanges” under the Internal Revenue Code. Owners of investment property can “swap” (or exchange) it for another property while deferring the capital gains tax. The “replacement” property can be purchased after—or sometimes before—the sale of the underlying property. Under the current law, 1031 exchanges may be be used more than once, allowing you to deferr capital gains taxes, and build wealth that can be passed down to heirs. This makes 1031s a crucial part of estate planning, especially for high net-worth families. For some clients who are tired of dealing with leaky faucets and clogged toilets, another 1031 method involves the exchange of property owned by the investor for a professionally managed portfolio of property. Instead of the headaches that can come with owning investment property, the client simply receives “mailbox money” free of hassle. Our attorneys, can advise and facilitate on all aspects of a 1031 exchange, including possibly complex estate issues. We track ongoing changes to these dynamic laws, and related legal opinions. Real Estate Financing: Involve an Experienced Lawyer at this Crucial Step

The contractual terms an investor negotiates in order to finance the acquisition or development of real estate are critical. Too frequently, an investor will negotiate and execute the commitment for the loan prior to bringing an attorney on board. It is best to involve an attorney from the very beginning of the transaction in order to protect themselves and negotiate effectively. Once a loan agreement is signed and establishes most of the important terms, negotiating one's rights and obligations is substantially difficult and an attorney has limited options to act on his client’s behalf. Any rights that are of paramount importance to an investor must be included in loan and competent counsel can fight for you. Entering into a loan negotiation with an accomplished real estate investor lawyer allows one to avoid potential pitfalls and help the entire deal flow smoothly. There are several Key issues in loan negotiations that our attorneys can help assist you with including:

• Avoiding of personal guarantees
• Total loan amount
• Interest rate
• Amortization
• Maturity date
• Personal liability
• Due-on-sale clauses
• Prepayment privileges
• Loan fees
• Standby fees
• Insurance and impound requirements
• Subordination

Attorneys for Structuring Deals with Contractors and Construction contracts

Construction projects can result in some kind of litigation—and if that happens, the party with the strongest position within the contract at the beginning of the project will have a distinct advantage in disputes later on. California real estate investors work with contractors on everything from initial development to repair, remodeling or add-on work, to tenant improvements. Regardless of the project, the earlier you get your lawyer involved, the better. From the moment you put a project out to bid, important decisions need to be made including:

• The Scope of work
• The Contract form
• The Method of pricing the project (lump-sum, cost-plus or cost-plus with a guaranteed maximum)
• Extent of the drawings and specifications (contracts with complete drawings and specifications, design-build contracts or combinations) Once these initial decisions are made, there are many important issues that must be addressed, including a detailed description of the work, progress payments, retention, substantial completion, delay damages, change orders, allowances, insurance, guaranty, indemnity and the right to stop work. Contract negotiations should mirror the scope of the project, and a lawyer with experience in real estate investment law can help create a strong contract.

Lawyers for Landlords Negotiating Commercial Leases

A well negotiated commercial lease is crucial to maximizing investment profits. When negotiating commercial leases, an investor and his or her attorney must focus on:

• Preserving your net economic returns
• Eliminating unforeseeable, unquantifiable, or un-insurable risks that may reduce an investor’s returns
• Maintaining the value of your building and the status of your tenant mix
A lease is frequently prefaced with a of letter of intent or offer/counter-offer negotiation. Key negotiating points in a lease include:

• A lease commencement date
• The Payment of tax and operating expenses
• Assignment and subleasing
• Damage and destruction provisions
• A Tenant work letter

Today there’s a proliferation of brokers specializing in “tenant representation”. The property owner needs to be proactive from the beginning in guarding their rights and avoiding unnecessary costs. Always Make litigation your last resort. Consider alternatives, litigation may be unavoidable if:
• Tenant threatens to abandon or has abandoned
• Tenant negotiating in “bad faith”
• No compromise reached after 30 days of mutual good faith negotiations

Let our expert attorneys help.

Dispute Resolution in Real Estate

litigation is a risk at every stage of real estate ownership. So, involving an experienced real estate investor lawyer from the inception of a project is crucial to minimize that risk—from forming an ownership entity to dealing with contractors, tenants, and the government.
We help investors move forward on their projects with all the necessary documentation, which must be carefully constructed, ever aware that a simple contract dispute can put the brakes on a project and lead to litigation. We know it is much easier to start a dispute—or a lawsuit—than to end one. That’s why it’s our goal to help you stop problems before they begin. Nevertheless, we know that despite all parties’ best intentions and well-drafted documents, disputes can still happen. When they do, you need strong representation and skilled mediation. As issues arise, our real estate lawyers help our clients:

1) Evaluate the merits and weaknesses of the respective claims and defenses in your real estate dispute
2) Discuss the many alternative dispute resolution options available today (including mediation, arbitration and the many hybrids)
3) Provide a clear understanding of the potential economic upsides and downsides of these various forms of dispute resolution vs. litigation
4) Formulate and proactively pursue an action plan based on our client’s goals
—and we will use every legal tool reasonably available to protect and defend our client’s interests.

Let Our Experts Guide You!

we offer in-person, phone, and Zoom appointments. Call or book an appointment online. We look forward to working with you.