Real Estate Representative Matters
Our real estate attorneys are experienced at efficiently handling the ordinary, and not so ordinary, issues that inevitably arise from the ownership of property.
The following examples are intended to give a flavor of some of the types of transactions that the attorneys in our Real Estate Group are handling every day.
- A publicly held technology company, riding the success of a record breaking IPO, leased a 750,000 square foot headquarters comprising three office buildings and a free standing fitness center. The company engaged us for assistance in the complex transaction involving full tenant improvement build-out, multiple large letters of credit, city-imposed transportation obligations, and aggressive lender non-disturbance agreements. By leasing the headquarters complex, the company vacated multiple locations which we helped sublease. Subsequently, we worked closely with the company’s real estate manager, in-house counsel, CFO and brokers in difficult economic times to sublease major portions of the campus, converting the single tenant headquarters into a multi-tenant project with users sharing common areas, cafeteria and fitness center, successfully negotiating complex agreements with subtenants, the master landlord, and its lenders.
- The long time owner of 10.5 acres of prime commercial property in Mountain View, improved with a shopping center came to us for assistance when a dispute arose over the ground rent payable over the remaining lease term. At stake was a multi-million dollar income stream over may years. We managed the arbitration, involving multiple appraisers and real estate consultants, to a successful conclusion for our client.
- The full-building tenant of one of our landlord clients began threatening bankruptcy if the landlord refused to lower the above-market rent provided for under the lease. Applying our knowledge and experience in such circumstances, we negotiated a favorable settlement in which our client received millions and avoided having the bankruptcy court severely limit its claim.
- A U.S. subsidiary of a large, multi-national company was interested in relocating to Class A space, but had certain unique use requirements and a limited budget. We negotiated the sublease of over 50,000 square feet of space in Santa Clara on behalf of the company. The complexity of the transaction was increased due to an underlying ground lease structure, parent guaranty issues, and the need to convert a project originally designed for use by a single tenant project into a multi-tenant project.
- Numerous venture capital firms have been referred to our Real Estate Group to negotiate and document on their behalf new leases, lease terminations and lease extensions in Palo Alto and Menlo Park.
- A successful chain of restaurants uses our real estate expertise to help it structure its long term restaurant leases which often involve controversial permitting contingencies and architectural control issues.
- The owner of a shopping center in Southern California recently turned to us for assistance structuring a letter of intent and long term ground lease with a major national drugstore chain. The transaction was complicated by multiple lease terminations and a controversial reciprocal easement agreement for access and parking with the neighboring shopping center.
Acquisitions | Sales | Exchanges
- A developer with substantial financial backing from a prominent East Coast firm was assembling multiple contiguous parcels of prime real estate in East Palo Alto for the development of a gateway retail and office project. The acquisitions were complicated by a multiplicity of small tenants with poor lease documentation and title issues resulting from an abandoned street bisecting the properties being acquired. We helped to document the purchase transactions and managed the multiple simultaneous closings, as well as setting up the investment entities and obtaining title insurance coverage for the abandoned street issues.
- A corporate client of ours is the long time owner of industrial property in Mountain View. Due to business considerations and changed land use patterns, the company decided to sell the property. We took the lead in soliciting of multiple offers from prominent developers, analyzing the many offers, selecting a developer, and negotiating a $25+ million purchase agreement. We engaged a development consultant, to help our client assess the highest and best use of the property, and also negotiated a creative loan extension allowing the sale to proceed subject to rezoning and land use permitting.
- An estate planning client of ours was the managing co-owner of over 3,200 acres in northern California bordering on two highway interchanges. A developer offered to purchase the property for an attractive price. Unfortunately, the co-ownership agreement was poorly drafted, and did not adequately address how the co-owners were to decide on and manage a sale of the property. We worked carefully with the other major co-owners in determining how best to proceed, and assisted in negotiating and documenting the sale.
- We have represented a prominent local land trust in the acquisition of numerous parcels of land for open space preservation, including (i) 2,450+ acres in San Jose and (ii) 3,000(+) acres on the San Mateo County coast with more than 2 miles of Highway 1 frontage. We have also represented the landowners in other land trust transactions, including conservation easements, tax advantaged sales, and an interesting sale with a 10 year leaseback allowing the owner to remain on the property subject to limited conservation restrictions.
- A long time business and estate planning client of the firm decided to relocate the business to Santa Rosa. The parents owned the company’s industrial plant in the Bay Area, but were no longer active in the business. All of the children were members of the company that operated the business. Working with our Estate Planning Group, we assisted the family achieve their business and personal goals by setting up new legal entities, using a ground lease structure to insulate the parents, and leasing the industrial property to a church.
Development and Construction
- A developer client was building a large mixed use project with underground parking, commercial street frontage, and housing above. We helped negotiate a complex set of construction agreements for the project to help insure that the rights and obligations of each party were consistent with those of the other parties involved, and to ensure liability coverage in the event of a dispute.
- We represented the property owners in the subdivision of approximately 22 acres in Fremont, California into usable parcels, the remediation of existing contamination, the construction of new streets and infrastructure, the imposition of reciprocal easements, and the subsequent negotiation of the sale of the parcels to large national retailers.
- Homeowner clients of ours were in the process of building their dream home with a budget in excess of $10 million. Unfortunately, major trouble arose in both the architectural design specifics and in the construction itself. The homeowners were referred to us due to our expertise in construction documentation and construction defect litigation. We were able to assist them in terminating their existing contracts with the architect and the general contractor, and engaging a new team of professionals.
- An automobile dealership was relocating to a site the city wanted to develop as an auto mall. We actively assisted the dealership in purchasing the property, documenting a sales tax rebate sharing agreement, obtaining construction and take-out financing and contracting for the construction of the new facility.
- A prominent local non-profit company wanted to expand their facilities to add tennis for their members. They asked for our help in guiding them through the City permit process. After successfully completing difficult negotiations with the City, a neighbor sued to stop the project. We successfully defended our client’s land use rights, and the tennis courts are now completed and being enjoyed.
- A hotel operator was interested in acquiring and rehabilitating a local hotel. Another party had tied up the property with a short term purchase agreement, and the land owner was in the process of seeking entitlements to demolish the hotel and build housing. We assisted the buyer in acquiring the property through an assignment of the existing purchase agreement without disturbing the pending land use process prior to closing. Part of financing the purchase involved granting to a third party a complicated purchase option covering the rear portion of the property for subdivision and development of housing. We also represented the client in the negotiation of a hotel operating franchise and license agreement. Years later we successfully defended our client against a claim for profit participation brought by the party that initially contracted to buy the property.
- A residential developer approached their bank seeking some a loan which would give the developer funds for homebuilding without the customary restrictions of construction loans. We assisted the bank in structuring a creative collateral pool arrangement that allowed the bank to accommodate the request of their good customer without taking undue risks.
- The owner of an office building was refinancing his property to take advantage of lower interest rates. The lender was insisting upon substantial demands including a personal guaranty, broad exceptions to the non-recourse provisions, and the funding of a large interest reserve. We negotiated substantial concessions from the lender for the protection of our client.
- A couple had been looking for a home to purchase in Palo Alto for a long time and found one under construction by a developer.. No brokers were involved. The developer gave them a draft contract full of obvious problems, and they came to us. Upon investigation, we discovered that the developer did not own the property, and the buyers would have had no contractual recourse against the developer for completing the house or defective workmanship. We worked carefully to keep things simple so as not to undermine the deal, but to correctly structure the transaction and to be sure our clients received basic rights they were expecting.
- Two neighboring families were interested in expanding their yards in Palo Alto. Working together, they were able to purchase a neighboring house and lot. In order to accomplish their goals, they were required to obtain a demolition permit and a lot merger certificate of compliance from the City. We assisted the clients in the city permitting process, successfully obtaining approval to merge the third lot into the other two in the desired configuration. We also helped correct excessive property tax re-assessments based on the lot merger and subsequent construction.
- After purchasing an expensive home, a property owner discovered that the lot size was substantially smaller than had been represented. Although for personal reasons he did not want to pursue a claim against the seller or the brokers, he did wish to be sure that his assessed value was appropriately adjusted. After the owner tried to work with the assessor’s office for a couple of years without success, we were able to negotiate a substantial reduction to his base year value.
Property Ownership and Management
- The owners of a large apartment complex were asked by the City of Mountain View to grant an easement as part of a public trail system. The property owner was very concerned about safety issues and disruption during construction. We helped structure a temporary construction license to control the timing, location and nature of the work, and an easement agreement which minimized the liability exposure of our client.
- A client of ours purchased a partial ownership interest in a beach house. We drafted a Co-Ownership Agreement to clearly state the rights and obligations of the owners, including maintenance and improvement obligations, restrictions on renting, use scheduling, a right of first refusal regarding the sale of any owner’s interest and a dispute resolution mechanism.
- We assist a number of homeowners associations manage a fascinating array of issues, from enforcement of architectural controls to telecommunications agreements to washed out bridges.
- Two neighbors held easements over portions of each other’s property. Our clients owned the flag lot, and wanted to obtain exclusive control over their driveway. The owners of the front lot were building a new home and wanted to reclaim a portion of their property burdened with a restrictive landscaping easement. We helped structure a creative exchange agreement which protected our clients’ interests and included enforcement mechanisms to ensure compliance.
- We represent the owner of land in the Santa Cruz mountains that is an excellent site for cellular operations. We have assisted the owner in negotiating a series of leases with most of the prominent wireless communications providers, dealing with such issues as co-location and subleasing, frequency interference, architectural and land use controls, limited access and the like.