Over the past 30 years, there has been some amount of standardization in how a commercial property is bought and sold. The commercial real estate practice group at Dworken & Bernstein Co. has lived through all of this activity and is familiar with the nuances associated with the modern purchase and sale transaction, which are often driven depending upon whether our client is buying or selling.
From the standpoint of a purchaser, while there are a number of important considerations, the cancellation for diligence reasons is paramount among all others. Possibly the single most important way to protect a purchaser is to make certain that the contract clearly gives the buyer the right, for any reason, to terminate the purchase agreement (and get their earnest money deposit back) if the results of its diligence investigation of the property are not to their liking. Ordinarily transactions are terminated for major reasons such as an ability to secure financing, risky environmental conditions, or title defects. But other reasons of lesser frequency and significance arise, such as internal partnership terms, utility availability, and zoning issues. The current accepted practice is that the buyer should be able to “kick the tires” and cancel the agreement within a stated time period if it is not completely satisfied.
A seller’s interests are of a different nature and focus on finality and risk limitation. Most sophisticated Sellers accept the proposition that Buyers have the ability to cancel the transaction for effectively any reason. We try to be practical in our representation, and will often counsel a Seller to make those representations and warranties to a Buyer as to matters that can’t be gleaned from a public records search or a title commitment. With that exception, the purchase agreement should clearly provide that the Buyer is acquiring the real estate in its “as is, where is” condition.
Whether we are representing a Buyer or a Seller, and whether the property in question is vacant land or a multi-tenant commercial property, or something in between, the real estate attorneys at Dworken & Bernstein have the breadth of experience to assist you.
As with the sequence of events and documents associated with the purchase, sale, and financing of an acquisition, current commercial leasing practices have also evolved over time. Often the first step is a letter of intent which is sometimes created just by parties, or by the parties in conjunction with their real estate brokers. In recent years we have frequently been asked to participate in the letter of intent process, as same sets the framework for lease content. The commercial lease is both a contract and an interest in real property. Once the parties have agreed in a LOI on the basic lease provisions such as length or term, rental rate, and option provisions, it is incumbent upon legal counsel to properly protect their clients.
Dworken & Bernstein has effectively represented numerous parties in ground lease transactions, shopping center, and other commercial lease matters, and its team of seasoned professionals is able to assist you with your commercial leasing needs.