Acquiring and disposing of real estate are core components of real estate development. Upshaw & Ware, LLC has many years of experience successfully representing buyers and sellers in transactions across the country. We have helped businesses big and small complete transactions involving office buildings, retail centers, raw land, industrial facilities, multifamily properties, and mixed-use developments.
Our team focuses on representing real estate developers and equity investors. We provide the sophisticated, business-minded legal support that you need to get deals done. Additionally, our attorneys provide the personal attention and support that your transaction needs.
The Acquisition Strategy
Every acquisition first begins with a strategy. This usually begins by drafting and negotiating a letter of intent. While these letters are typically non-binding, they set the tone for the entire transaction and can be used to determine if a successful deal can be reached. We do this by ensuring that the major business terms, such as the prospective purchase price, earnest money, due diligence timelines, and closing conditions are clearly defined upfront. This helps prevent renegotiations later, which can be incredibly time-consuming.
Purchase and Sale Agreements
The purchase and sale agreement is the governing document of a transaction, and its terms should be carefully negotiated before execution.
For buyers, the Upshaw & Ware team focuses on securing protections and remedies that appropriately allocate risk. For sellers, it is on limiting post-closing exposure through precise representations, warranties, and liability provisions. In practice, the purchase and sale agreement determines not just the terms of the deal, but who bears the risk if things do not go as planned.
Comprehensive Due Diligence
Due diligence is where most failing deals are either saved or lost for good. The lawyers at Upshaw & Ware conduct exhaustive legal due diligence for our clients. We review all existing leases to verify rent rolls, tenant rights, landlord obligations, and extraneous agreements. Our team also analyzes zoning reports to confirm that the property’s current and/or prospective use is legally permitted. As the old saying goes, “an ounce of prevention is worth a pound of cure.”
Title and Survey Analysis
Real estate is only as valuable as the title attached to it. We scrutinize title commitments and ALTA surveys. We identify easements that might block future expansion, reciprocal easement agreements that restrict property use, and mechanics’ liens that threaten ownership. We negotiate directly with title underwriters to remove exceptions and obtain necessary endorsements. We ensure you are buying exactly what you think you are buying.
Portfolio Transactions
We handle portfolio transactions involving multiple properties across different states. These deals require intense coordination, relentless organization, and disciplined execution across multiple moving parts. The purchase structure is designed to maintain flexibility throughout the diligence process, including the ability to accommodate staggered closings or remove individual assets that do not meet closing conditions, without disrupting the broader transaction.
Seller Strategies
When representing sellers, our primary goal is certainty of execution. We draft the initial contract to shift as much risk to the buyer as the market will tolerate. We limit the buyer’s ability to tie up the property without hard non-refundable earnest money. We also negotiate tight confidentiality provisions to protect the asset’s reputation in the market if the deal falls through.
Post-closing Matters and Dispute Resolution
Our representation continues after the deed is recorded. The Upshaw & Ware team assists buyers with the transition of property management and the notification of tenants. We also handle dispute resolution involving commercial real estate matters. If a seller misrepresents the property condition or a buyer defaults on their earnest money obligations, our attorneys are prepared to enforce our clients’ rights aggressively. We are practical and solution-oriented, but we have the litigation experience necessary to protect your interests in court.
If you are selling or disposing of commercial real estate, you need an experienced legal team to protect your interests and enforce your rights. Contact the Upshaw & Ware team today.