Newsletter
Real Estate Report
2018-2020The Real Estate Report, produced by our Real Estate lawyers, covers important commercial real estate trends and developments.
Issue 4
Buying Hotel Properties: What Buyers and Their Lenders Need to Know About Third-Party Management Agreements
Hotel acquisitions are complex transactions that require lenders and borrowers to be knowledgeable about a hotel property’s relationship with any existing franchise or associated brand, the lender’s relationship to the collateral, and other potential issues that purchasers and their lenders need to consider throughout the deal.
Negotiating for the Unknown: Indemnities and Caps on Liability in Brokerage Agreements
Indemnities and caps in contracts are often points of contention, and brokerage agreements are no exception. This article considers key negotiating points of the broker’s indemnity and caps on liability in such agreements.
Public Trust Doctrine: Risks in Land Purchases from Governmental Agencies
When considering acquisition of land from a municipality or other government agency for purposes of development, it is imperative to determine whether the desired land is held in the public trust. That could significantly derail development plans.
Do Emails Create Legally Binding Contracts?
With email now the primary means of personal and business communications worldwide, it is important for parties to be aware of the potential legal consequences of these communications. While contract parties may treat emails in the same way they treat oral conversations, a fundamental question is whether the legal system views such communications as mere informal conversations or legally binding.
Issue 3
Buying Hotel Properties: Unique Issues in Purchase and Sale Transactions
Although drafting and negotiating a purchase and sale agreement for a hotel is like any other commercial real estate transaction, it’s important to keep in mind that hotels are also operating businesses that need to be considered from multiple viewpoints.
From the Wild West to the Regulated West: Avoiding Pitfalls in Texas Commercial Leases
On the surface, a lease may seem fairly simple, but commercial leases tend to immerse parties in business and legal issues that are far more complex than initially anticipated. Adding to the complexity in Texas, unsuspecting landlords and tenants are often surprised to learn that certain lease terms can be affected or even void under state laws.
Traps for the Unwary: Rental Payments Made in Error May Not Be Recoverable
Future billing mechanisms to calculate amounts due later in a lease term present ripe opportunity for billing errors. These errors may go unnoticed or undisputed for significant periods of time and a tenant may otherwise pay erroneous amounts, but tenants looking to later recover any overpaid rental charges should think again.
Letters of Intent: The Risk of Protracted Negotiations
Letters of intent are routinely prepared in commercial real estate leasing because they can be a useful tool as a prelude to more formal negotiations. But there is risk in unduly focusing on LOIs in lieu of negotiating actual lease terms.
Issue 2
Letters of Intent: Setting the Stage for Negotiations and Creating an Effective Agreement
When negotiating a complex business transaction, how often do you find yourself asking, “What does the term sheet say?” And of those times, how frequently is the answer the opposite of what was intended? Too often a client will execute a letter of intent (LOI) to quickly commence a formal negotiation process without accounting for all of its ramifications or repercussions.
Demand for Short-Term Commercial Leases: Challenges for Landlords and Lenders
Startups and early stage companies want—and demand—short-term space leases. Many mature companies also specify shorter term leases for some of their operations in order to maximize flexibility and prepare for uncertain economic times.
Recharacterization Risks: Avoiding the Pitfalls
From time to time, particularly when the economy hits a rough patch and bankruptcies and foreclosures are frequent, clients and their lawyers are disappointed when carefully structured transactions are disregarded by a court or found to be an entirely different type of transaction—with results that can range from unpleasant to disaster. This article discusses areas where recharacterization risks are significant and highlights ways to avoid these risks.
Understanding Leverage in Lease Negotiations
Leverage. When it comes to negotiating a lease, leverage is one of the key differences between a 5,000-square-foot tenant and a 100,000-square-foot tenant. Landlord lease forms are generally the same regardless of the size of the future tenant. But, when it comes down to the landlord’s willingness to negotiate away from the form, leverage is a critical factor.
Issue 1
Navigating CFIUS Review: National Security Restrictions on Foreign Ownership of US Real Estate
Foreign investors looking to take advantage of the US real estate market should understand the role of the Committee on Foreign Investment in the United States and seek counsel early in the transaction process to assess the risks and benefits of submitting the investment for CFIUS review.
Not Dead Yet: Adapting to the Changing Landscape of Retail Leasing
Ecommerce has forever changed the construct of retail leasing, but brick-and-mortar retail is not dead as consumers from every age group are embracing the concept of urban “live, work, play” environments. Adapting to this changing market is critical for both landlords and tenants.
Proceed with Caution: California’s One-Action Rule
When recovering a debt or enforcing any other right secured by a mortgage or deed of trust upon California real property, lenders need to be mindful of the pitfalls of the state’s One-Action Rule.
Listing Agreements: Basics and Key Negotiating Points
For enterprises that own land but are not in the real estate business, a listing agreement is often a matter of first impression for a company looking to sell its real property. Here are some key items sellers should negotiate before signing a listing agreement.
The Real Estate team at Morgan Lewis handles transactions of all sizes and degrees of complexity for a wide range of clients, including developers, corporate end-users, real estate investment trusts (REITs), private equity and pension funds, institutional lenders, advisers, servicers, and colleges and universities. We advise clients on land assemblage, ownership, use, and development; leasing; dispositions; financings, including global investments; workouts; restructurings; and real property tax matters.