REAL ESTATE TRANSACTION ATTORNEYS   

Real estate transactions can involve substantial financial commitments, long-term contractual obligations, and complicated legal requirements. Before purchasing, selling, developing, leasing, or financing property, the parties should understand the condition of title, permitted use of the property, contractual deadlines, financing requirements, and obligations that will continue after closing.   

The real estate attorneys at The Solomon Law Group, P.A. represent property owners, purchasers, sellers, developers, lenders, investors, landlords, tenants, and business clients in commercial and appropriate residential real estate transactions throughout Florida.

Our attorneys assist clients in evaluating proposed transactions, identifying legal and practical concerns, negotiating agreements, completing due diligence, reviewing title, preparing closing documents, and coordinating the steps necessary to complete the transaction.

FLORIDA COMMERCIAL REAL ESTATE TRANSACTIONS

Commercial real estate transactions may involve office buildings, retail property, warehouses, industrial facilities, vacant land, multifamily developments, mixed-use projects, condominium property, recreational property, and other income-producing or business-related real estate.

Our transactional real estate services may include:

• Commercial property purchases and sales
• Vacant land acquisitions
• Development transactions
• Commercial leasing
• Real estate financing
• Loan documentation
• Title and survey review
• Due diligence
• Construction-related agreements
• Entity formation for property ownership
• Easement and access agreements
• Property transfers
• Condominium and association matters
• Closing and escrow services
• Title insurance
• Post-closing documentation

Each transaction requires an evaluation of the property, the parties’ objectives, the governing documents, applicable deadlines, and any legal or regulatory issues that may affect ownership or use.

PURCHASE AND SALE OF COMMERCIAL REAL ESTATE

A commercial purchase and sale agreement establishes the principal rights and obligations of the buyer and seller. The agreement should clearly address the property being transferred, purchase price, deposits, due diligence, financing, title requirements, closing conditions, and remedies if the transaction is not completed.

Our attorneys represent buyers and sellers in transactions involving:

• Office and professional buildings
• Retail centers
• Restaurants and hospitality properties
• Warehouses
• Industrial property
• Commercial condominiums
• Multifamily property
• Mixed-use developments
• Vacant and undeveloped land
• Investment property
• Owner-occupied business property
• Recreational and resort property

We help clients identify the matters that should be addressed before they become binding contractual obligations.

REAL ESTATE PURCHASE AND SALE AGREEMENTS

A standard form may provide a starting point, but it may not address the specific risks or business terms of a particular transaction.

A purchase and sale agreement may address:

• Legal description of the property
• Purchase price
• Earnest-money deposit
• Escrow arrangements
• Financing contingencies
• Due diligence periods
• Inspection rights
• Title and survey requirements
• Permitted title exceptions
• Property condition
• Environmental review
• Zoning and land-use approvals
• Existing leases
• Service contracts
• Representations and warranties
• Casualty and condemnation
• Closing conditions
• Prorations and adjustments
• Default remedies
• Attorney’s fees
• Assignment rights
• Governing law and venue
• Closing documents
• Post-closing obligations

Contractual deadlines can be strict. Failure to provide timely notice or complete required due diligence may result in the waiver of important rights or the loss of a deposit.

REAL ESTATE DUE DILIGENCE

Due diligence allows a purchaser, lender, or investor to investigate the property and determine whether the transaction remains consistent with its objectives.

Depending on the property, due diligence may include review of:

• Title commitments
• Surveys
• Zoning and permitted use
• Comprehensive plan designations
• Building and development approvals
• Environmental reports
• Physical inspections
• Existing leases
• Rent rolls
• Operating statements
• Service and maintenance contracts
• Property taxes and assessments
• Utility availability
• Easements and access rights
• Code-enforcement matters
• Pending governmental approvals
• Association documents
• Development agreements
• Construction records
• Insurance information
• Pending claims or disputes

The scope of due diligence should be tailored to the property and proposed use. A vacant land acquisition, occupied office building, retail center, and development parcel present different legal and business considerations.

TITLE EXAMINATION AND MARKETABILITY

Title review is an important part of a Florida real estate transaction. A title examination may reveal matters affecting ownership, use, financing, development, or future transfer of the property.

Title issues may include:

• Mortgages
• Judgment liens
• Construction liens
• Tax liens
• Easements
• Restrictions and covenants
• Rights of access
• Boundary concerns
• Encroachments
• Existing leases
• Association claims
• Probate or estate issues
• Ownership discrepancies
• Recording errors
• Unreleased instruments
• Rights of first refusal
• Options to purchase
• Mineral or development rights

Our attorneys review title commitments and related documents to identify exceptions that may affect the proposed transaction. When necessary, we work with the parties, title company, lender, surveyor, or other professionals to address title requirements before closing.

SURVEY REVIEW

A current survey may identify physical or legal conditions that are not apparent from the deed or title commitment.

Survey matters may include:

• Property boundaries
• Encroachments
• Setback violations
• Easements
• Rights-of-way
• Access points
• Improvements crossing property lines
• Parking areas
• Utility locations
• Water features
• Flood-zone information
• Gaps or overlaps in legal descriptions
• Unrecorded uses affecting the property

Survey concerns should be evaluated during the contractual due diligence period whenever possible.

REAL ESTATE CLOSINGS

A real estate closing involves the completion of contractual conditions, execution of transaction documents, transfer of funds, and delivery and recording of instruments affecting the property.

Our attorneys may assist with:

• Review of closing requirements
• Preparation of deeds
• Preparation of affidavits
• Entity authorizations
• Closing statements
• Loan documents
• Escrow instructions
• Title documents
• Assignment and assumption agreements
• Lease assignments
• Bills of sale
• Seller-financing documents
• Lien releases
• Satisfaction documents
• Recording
• Distribution of closing funds
• Post-closing matters

Before closing, the parties should confirm that required approvals, title requirements, financing conditions, and contractual obligations have been satisfied.

TITLE INSURANCE

Title insurance may protect an owner or lender against certain covered title defects, liens, ownership claims, and other matters affecting the insured interest in the property, subject to the terms, conditions, exceptions, and exclusions of the policy.

Title insurance matters may include:

• Owner’s title insurance policies
• Lender’s title insurance policies
• Title commitments
• Policy endorsements
• Requirements for policy issuance
• Recorded exceptions
• Survey-related exceptions
• Gap coverage
• Closing-protection documentation
• Resolution of title requirements

The scope of coverage depends on the policy and the exceptions listed in the title commitment and final policy.

Where the firm is serving as a title or closing agent, that role should be explained clearly to the parties, including whom the firm represents in the underlying transaction.

REPRESENTATION OF REAL ESTATE DEVELOPERS

Real estate development frequently requires coordination of acquisition, financing, governmental approvals, construction, leasing, and eventual sale or operation of the completed project.

Our attorneys assist developers with legal matters involving:

• Land acquisition
• Purchase options
• Due diligence
• Development agreements
• Entity formation
• Joint ventures
• Construction financing
• Easements and access
• Utility agreements
• Infrastructure obligations
• Contractor and consultant agreements
• Commercial leasing
• Property disposition
• Project-related closing documents

A development transaction may also require coordination with engineers, architects, planners, surveyors, environmental consultants, lenders, contractors, brokers, accountants, and governmental agencies.

LAND USE AND ZONING REVIEW

The value and usefulness of real property often depend on whether the proposed use is permitted under applicable zoning regulations, comprehensive plans, development orders, restrictions, and other governmental requirements.

Land-use and zoning matters may involve:

• Current zoning classification
• Permitted and conditional uses
• Future land-use designation
• Density and intensity
• Setbacks
• Height limitations
• Parking requirements
• Signage
• Access
• Variances
• Special exceptions
• Rezoning
• Development approvals
• Nonconforming uses
• Impact fees
• Code-enforcement matters

Before acquiring or developing property, a client should confirm that the intended use is legally permitted and that required approvals can be obtained within the necessary time and budget.

ENVIRONMENTAL CONSIDERATIONS

Environmental conditions can affect the value, use, financing, development, and transfer of real property.

Depending on the transaction, environmental due diligence may include consideration of:

• Prior uses of the property
• Environmental site assessments
• Underground storage tanks
• Contamination
• Wetlands
• Protected areas
• Hazardous materials
• Stormwater requirements
• Regulatory records
• Remediation obligations
• Environmental indemnification
• Disclosure requirements

Environmental consultants and other qualified professionals may be needed to investigate the physical condition of the property and evaluate potential regulatory requirements.

REAL ESTATE DEVELOPMENT AND CONSTRUCTION DOCUMENTS

Development and construction projects involve multiple contracts among owners, developers, lenders, architects, engineers, contractors, subcontractors, consultants, and suppliers.

Our attorneys draft or review documents such as:

• Development agreements
• Construction contracts
• Design agreements
• Consulting agreements
• Access agreements
• Easements
• Utility agreements
• Construction loan documents
• Payment and performance requirements
• Change-order provisions
• Indemnification provisions
• Insurance requirements
• Completion guarantees
• Assignment documents

The agreements should clearly define the scope of work, payment procedures, construction schedule, allocation of risk, change-order process, insurance obligations, dispute procedures, and conditions for completion.

CONSTRUCTION LIEN CONSIDERATIONS

Florida construction projects may be subject to statutory lien rights and notice requirements. Owners, developers, contractors, subcontractors, suppliers, and lenders should understand the documents and deadlines that may affect the property and payment obligations.

Construction lien matters may involve:

• Notices to owner
• Notices of commencement
• Contractor affidavits
• Claims of lien
• Releases of lien
• Waivers
• Payment applications
• Final payments
• Construction loan disbursements
• Transfer of liens
• Title requirements
• Contractor and subcontractor payment issues

The applicable requirements depend on the role of the party, type of property, nature of the work, and timing of the relevant notice or recording.

COMMERCIAL REAL ESTATE FINANCING

Real estate financing documents establish the lender’s rights, the borrower’s obligations, and the property and other assets securing repayment.

Our attorneys represent borrowers and lenders in financing transactions involving:

• Commercial acquisition loans
• Construction loans
• Development loans
• Permanent financing
• Refinancing
• Lines of credit
• Bridge loans
• Seller financing
• Mortgage modifications
• Loan assumptions
• Loan extensions
• Forbearance arrangements
• Participations and syndicated financing

Financing transactions may require review and preparation of:

• Promissory notes
• Mortgages
• Loan agreements
• Security agreements
• Assignments of leases and rents
• Guarantees
• Environmental indemnities
• Deposit-account controls
• Entity resolutions
• Borrower certifications
• Closing instructions
• Title-insurance endorsements
• Post-closing agreements

Borrowers should understand the financial covenants, reporting requirements, default provisions, guarantees, collateral requirements, and remedies contained in the loan documents.

REPRESENTATION OF BANKS AND LENDERS

Our real estate attorneys assist banks, financial institutions, private lenders, and other creditors with documenting and closing real estate-secured transactions.

Lender representation may include:

• Review of loan approvals and term sheets
• Preparation of loan documents
• Review of organizational documents
• Verification of borrower authority
• Title and survey review
• Review of appraisals and due diligence
• Construction loan documentation
• Collateral review
• Guaranty documentation
• Closing checklists
• Funding conditions
• Recording and post-closing matters
• Loan modifications and extensions

Loan documents should accurately reflect the approved transaction while preserving the lender’s contractual and collateral rights.

BORROWER REPRESENTATION

Borrowers should obtain legal advice concerning the obligations and risks contained in commercial loan documents.

Borrower representation may include review and negotiation of:

• Interest and payment terms
• Maturity dates
• Prepayment provisions
• Financial covenants
• Reporting requirements
• Events of default
• Cure periods
• Late charges and default interest
• Guarantees
• Collateral
• Assignment of leases and rents
• Environmental obligations
• Insurance requirements
• Reserve accounts
• Construction draws
• Lender approval rights
• Attorney’s fee provisions
• Loan-extension options

A borrower should understand which obligations continue after closing and which defaults may permit acceleration, foreclosure, or enforcement against guarantors.

COMMERCIAL LEASES

A commercial lease can create substantial obligations lasting for many years. Unlike many residential leases, commercial leases are heavily dependent on the negotiated agreement.

Our attorneys represent landlords and tenants in the drafting, review, and negotiation of commercial leases involving:

• Office space
• Retail space
• Restaurants
• Warehouses
• Industrial facilities
• Medical and professional offices
• Ground leases
• Shopping centers
• Mixed-use property
• Commercial condominiums

Commercial lease provisions may address:

• Base rent
• Additional rent
• Common-area expenses
• Property taxes
• Insurance costs
• Maintenance and repairs
• Utilities
• Tenant improvements
• Construction allowances
• Permitted use
• Exclusive-use rights
• Assignment and subleasing
• Personal guarantees
• Renewal options
• Expansion rights
• Signage
• Parking
• Casualty and condemnation
• Default and cure provisions
• Surrender of the premises

Commercial brokerage agreements may also create statutory lien rights under Florida law in appropriate leasing transactions.

GROUND LEASES

A ground lease allows a tenant to lease land, often for an extended term, and may permit the tenant to construct or operate improvements on the property.

Ground leases may involve:

• Long-term rent obligations
• Development rights
• Construction requirements
• Ownership of improvements
• Financing and leasehold mortgages
• Subordination and nondisturbance
• Assignment rights
• Operating obligations
• Taxes and assessments
• Insurance
• Casualty and condemnation
• Surrender of improvements
• Renewal or purchase options

Because the parties’ relationship may continue for decades, ground-lease provisions should be reviewed carefully and coordinated with financing and development plans.

EASEMENTS, ACCESS, AND SHARED-USE AGREEMENTS

Property may depend on rights over neighboring land for access, utilities, drainage, parking, signage, or other uses.

Our attorneys prepare and review:

• Access easements
• Utility easements
• Drainage easements
• Parking agreements
• Shared-driveway agreements
• Reciprocal easement agreements
• Maintenance agreements
• Cross-access agreements
• Construction easements
• Temporary-access agreements

These documents should clearly define the permitted use, location, maintenance responsibilities, insurance obligations, cost-sharing arrangements, duration, transferability, and enforcement rights.

CONDOMINIUM AND ASSOCIATION TRANSACTIONS

Transactions involving condominium property, homeowners’ associations, or other planned communities may require review of additional governing documents and financial obligations.

Relevant matters may include:

• Declarations
• Articles and bylaws
• Rules and regulations
• Assessments
• Special assessments
• Reserves
• Use restrictions
• Leasing restrictions
• Approval requirements
• Estoppel certificates
• Pending repairs
• Insurance
• Association litigation
• Transfer fees
• Parking and storage rights

The rights and obligations associated with the property may extend beyond the purchase agreement and deed.

REAL ESTATE OWNERSHIP ENTITIES

Clients frequently hold investment or commercial real estate through a corporation, partnership, limited liability company, trust, or other ownership structure.

Our business and real estate attorneys assist with:

• Formation of property-owning entities
• Operating agreements
• Partnership agreements
• Ownership percentages
• Capital contributions
• Management authority
• Financing approvals
• Transfer restrictions
• Admission of investors
• Distribution provisions
• Buyout provisions
• Sale or refinancing decisions
• Dissolution and property disposition

Entity selection may have legal, tax, financing, liability, and estate-planning consequences. Appropriate tax and financial advisers should be consulted when those issues are material to the transaction.

SALE OR TRANSFER OF REAL ESTATE

A real estate disposition may occur through an outright sale, entity transfer, installment arrangement, contribution to a business, estate-planning transaction, or transfer among related parties.

Our attorneys assist with transfers involving:

• Negotiation of sale terms
• Purchase and sale agreements
• Deeds
• Assignment documents
• Entity approvals
• Seller financing
• Lease assignments
• Contract assignments
• Closing statements
• Title requirements
• Lien releases
• Post-closing obligations

The structure of the transfer should be reviewed for potential title, financing, tax, contractual, and regulatory consequences.

REAL ESTATE INVESTMENT TRANSACTIONS

Investors should evaluate both the property and the legal relationships associated with the proposed investment.

Investment transactions may involve:

• Single-asset ownership entities
• Joint ventures
• Investor operating agreements
• Capital contributions
• Preferred returns
• Management fees
• Distribution priorities
• Financing obligations
• Capital calls
• Transfer restrictions
• Buyout rights
• Deadlock procedures
• Sale or refinancing decisions
• Exit provisions

The investment documents should clearly define authority, financial rights, decision-making procedures, and the circumstances under which the property or ownership interests may be sold.

SELLER FINANCING

A seller may agree to finance part of a real estate purchase rather than receive the entire purchase price at closing.

Seller-financed transactions may require:

• Promissory notes
• Mortgages
• Security agreements
• Personal or entity guarantees
• Payment schedules
• Interest provisions
• Default remedies
• Insurance requirements
• Tax and assessment obligations
• Subordination terms
• Balloon payments
• Prepayment provisions
• Escrow arrangements
• Closing and recording documents

A seller should evaluate the buyer’s ability to pay, the value and priority of the collateral, existing financing, and the practical consequences of a default.

REAL ESTATE TRANSACTION COORDINATION

A real estate transaction may require coordination among:

• Buyers and sellers
• Landlords and tenants
• Developers
• Lenders
• Brokers
• Title insurers
• Surveyors
• Appraisers
• Inspectors
• Environmental consultants
• Engineers
• Architects
• Contractors
• Accountants
• Governmental agencies

Our role is to address the legal documents, contractual requirements, title matters, closing conditions, and related legal issues while coordinating with the client’s other professionals.

A PRACTICAL APPROACH TO REAL ESTATE TRANSACTIONS

A successful closing begins with careful planning before the documents are signed. Our attorneys help clients identify the purpose of the transaction, understand the governing documents, evaluate material risks, and establish a practical path toward closing.

We assist clients with:

• Structuring the transaction
• Negotiating the principal terms
• Drafting and reviewing agreements
• Tracking contractual deadlines
• Coordinating due diligence
• Reviewing title and survey matters
• Addressing financing requirements
• Preparing closing documents
• Completing the closing
• Resolving appropriate post-closing matters

Not every issue can be eliminated, but early legal review may allow the parties to identify concerns while there is still time to negotiate, investigate, or reconsider the transaction.

SPEAK WITH A TAMPA REAL ESTATE TRANSACTION ATTORNEY

Obtaining legal advice before signing a contract may help clarify obligations, preserve contractual rights, identify title or due-diligence concerns, and avoid preventable problems at closing.

To discuss the purchase, sale, financing, development, leasing, transfer, or closing of Florida real estate, contact The Solomon Law Group, P.A.

CALL OUR OFFICE AT (813) 225-1818

The information provided on this website is for general informational purposes and is not legal advice. Contacting The Solomon Law Group does not create an attorney-client relationship. Please do not send confidential or time-sensitive information until the firm has confirmed that it will represent you. Representation is undertaken only through a written agreement. The outcome of every legal matter depends on its particular facts and applicable law, and no result is guaranteed.