From letter of intent to closing
The letter of intent (LOI) sets the economics of your deal before lawyers are usually involved, which is exactly why it deserves legal review. We review or draft LOIs so the binding and non-binding terms are clear, then carry the transaction forward:
- —Draft and negotiate the purchase and sale agreement, including representations, warranties, and closing conditions
- —Manage the due diligence period, title, survey, leases, service contracts, and estoppel certificates
- —Coordinate environmental review (Phase I, and Phase II where indicated) with your consultants
- —Review zoning and land use constraints, certificates of occupancy, and permitted-use questions
- —Negotiate title insurance coverage and endorsements appropriate to commercial transactions
- —Close the transaction and confirm recording, releases, and post-closing deliverables
Commercial leasing, landlord and tenant
A commercial lease is a long-term business contract that determines your occupancy costs, build-out rights, and exit options. We represent both landlords and tenants in office, retail, restaurant, warehouse, and mixed-use leasing. For tenants, we focus on the provisions that surface later: operating expense pass-throughs and CAM reconciliation, assignment and subletting rights, personal guaranty limits, exclusivity, and renewal options. For landlords, we build lease forms that protect the asset and survive tenant turnover.
Entity structuring and investment transactions
How you take title matters as much as what you buy. We advise on entity structuring for real estate investment, single-asset LLCs, joint venture arrangements, and operating agreements that spell out capital calls, distributions, and exit mechanics before partners disagree. For investors exchanging one property for another, we coordinate 1031 exchange documentation and deadlines with your qualified intermediary so tax deferral is not lost to a paperwork error.
Mixed-use and development projects
Mixed-use properties combine the diligence burdens of every asset class they contain: residential tenant protections, retail lease obligations, and commercial financing requirements in a single building. We negotiate purchase and sale agreements for mixed-use properties, review existing leases and tenant files, and flag the regulatory issues, including tenant rights on the residential side in the District, that affect valuation and timing. For development work, we coordinate with land use counsel and consultants on zoning, entitlements, and construction-phase agreements.
What you receive
Commercial clients receive a deal checklist maintained from LOI through closing, marked-up documents with business-term summaries you can forward to partners and lenders, a due diligence memorandum identifying issues by severity, and direct attorney access throughout, no associates learning on your file. Initial consultations are free, and fee structures (hourly or fixed-fee by phase) are agreed in writing before work begins.
Frequently asked questions
Should a lawyer review my letter of intent (LOI)?
Yes. Although most LOI terms are non-binding, the LOI sets the economics and framework that the purchase agreement will follow, and some provisions, exclusivity, confidentiality, deposit terms, often are binding. A short legal review at the LOI stage costs little and prevents negotiating uphill later.
What does commercial due diligence include?
Typically: title and survey review, lease and estoppel review for tenant-occupied property, service and management contracts, zoning and permitted-use confirmation, certificates of occupancy, environmental reports (Phase I, and Phase II if indicated), and financial diligence you conduct with your accountant. We run the legal workstreams on a checklist you can see and manage the calendar against your study-period deadline.
Should I buy commercial property in an LLC?
Usually there are good reasons to hold investment real estate in a dedicated entity, liability separation, financing requirements, and cleaner partnership mechanics. The right structure depends on your lenders, partners, and tax position, so we coordinate entity structuring with your tax advisor before you go under contract.
Do tenants really need their own lease counsel?
Landlord lease forms are drafted to favor the landlord, and the provisions that hurt tenants, operating expense pass-throughs, relocation clauses, personal guaranties, assignment restrictions, rarely announce themselves. A tenant-side review typically pays for itself in a single negotiated concession.
Can you handle a 1031 exchange?
We coordinate the legal side of 1031 exchanges for investment properties, contract language, deadlines, and documentation, working alongside your qualified intermediary and tax advisor, for both the relinquished and replacement property closings.