Real Estate Transactions & Development Legal Services
Montague Law advises real estate investors, developers, property owners, and commercial tenants on the transactional, regulatory, and corporate dimensions of real estate investment and development. Our practice spans commercial acquisitions, development project structuring, joint ventures, commercial leasing, and real estate fund formation — with particular depth in technology-enabled real estate, mixed-use development, and investment structures used by family offices and institutional investors.
Real estate transactions involve the intersection of property law, tax planning, land use regulation, environmental compliance, and sophisticated financing structures. Successfully navigating this environment requires counsel that understands both the legal frameworks and the commercial dynamics of real estate markets — including cap rate analysis, pro forma underwriting, construction risk, and the lease economics that drive property valuation. Montague Law brings this integrated perspective to every real estate engagement.
Commercial Acquisitions & Dispositions
Montague Law represents buyers and sellers in commercial real estate transactions including office, retail, industrial, multifamily, and mixed-use properties. We handle every phase of the transaction — from letter of intent negotiation through due diligence, title and survey review, financing documentation, definitive purchase agreement drafting, and closing. Our due diligence work addresses title exceptions, survey issues, environmental condition, zoning compliance, tenant estoppels, service contract review, and the allocation of risk for post-closing discoveries. We structure transactions to optimize tax treatment, manage liability, and accommodate the specific objectives of each client.
Real Estate Development
Development projects require legal coordination across land acquisition, entitlements, design and construction, financing, and lease-up or sale. We advise developers on project entity structuring, land purchase and option agreements, zoning and land use approvals, development agreement negotiation with municipalities, construction contract review, and the management of mechanic’s lien exposure. We understand the development timeline and structure our engagement to provide legal support at each critical milestone — from site control through certificate of occupancy.
Joint Ventures & Investment Structures
Real estate joint ventures between operating partners and capital partners are a primary vehicle for institutional real estate investment. Montague Law drafts and negotiates joint venture operating agreements addressing capital contributions, preferred return and promote structures (waterfalls), major decision rights and deadlocks, development and management fee arrangements, buy-sell and forced sale provisions, and the governance mechanics that balance the interests of operating and capital partners. We represent both operators and investors, giving us perspective on how each side evaluates key structural provisions.
Commercial Leasing
We represent both landlords and tenants in the negotiation of commercial leases — including office, retail, industrial, and ground leases. Our leasing work addresses rent structures (gross, net, and percentage rent), tenant improvement allowances and work letter provisions, assignment and subletting rights, co-tenancy and exclusive use provisions, casualty and condemnation allocation, and lease termination and renewal options. We negotiate leases with an understanding of how specific terms affect property valuation and tenant economics.
Real Estate Finance
Montague Law advises borrowers and lenders on real estate financing transactions including acquisition loans, construction financing, permanent debt, mezzanine financing, and preferred equity investments. We draft and negotiate loan documents, intercreditor agreements, and subordination arrangements. We also advise on the capital stack structuring that determines how debt, preferred equity, and common equity are layered in a real estate investment — analysis that directly affects investor returns and risk allocation.
1031 Exchanges & Tax-Advantaged Structures
Tax planning is integral to real estate investment strategy. We advise on Section 1031 like-kind exchange transactions — including forward exchanges, reverse exchanges, and improvement exchanges — that allow investors to defer capital gains taxes on property dispositions. We also counsel on Qualified Opportunity Zone investments, cost segregation strategies, and entity structuring for tax optimization. Our tax-related advice is coordinated with the client’s tax advisors to ensure alignment between legal structure and tax planning objectives.
Land Use, Zoning & Entitlements
Securing the necessary land use approvals is often the most critical and time-consuming phase of a development project. We advise on zoning compliance analysis, variance and special exception applications, site plan and subdivision approvals, planned unit development (PUD) applications, environmental impact review, and the negotiation of development agreements with local governments. We understand the political and community dimensions of the entitlement process and help clients develop strategies that build local support for their projects.
Illustrative Engagement: Mixed-Use Development Joint Venture
A real estate developer engaged Montague Law to structure and document a joint venture with an institutional capital partner for the development of a mixed-use project combining ground-floor retail, upper-story office space, and a residential component. Our team drafted the joint venture operating agreement with a tiered waterfall promoting the developer above a preferred return threshold, negotiated the construction loan with a regional lender and documented the guaranty and completion arrangements, secured municipal site plan approval and negotiated a development agreement that included tax increment financing (TIF) support, and drafted the retail and office lease forms that the project would use during lease-up.
This illustrative engagement is a hypothetical composite and does not represent any specific client matter. It is provided to demonstrate the types of real estate transactions Montague Law handles.
Frequently Asked Questions
What is a real estate joint venture waterfall?
A waterfall is the distribution mechanism in a joint venture that determines how cash flow and sale proceeds are allocated between the capital partner (LP) and the operating partner (GP/developer). A typical waterfall provides for return of capital contributions, a preferred return to the capital partner (often 8-10%), and a promote to the operating partner that increases as overall returns exceed specified IRR hurdles. The specific waterfall structure is one of the most heavily negotiated provisions in any real estate joint venture.
What is a 1031 exchange?
Section 1031 of the Internal Revenue Code allows investors to defer capital gains taxes by reinvesting the proceeds of a property sale into a like-kind replacement property within specified time frames. The exchange must meet strict requirements — including the use of a qualified intermediary, identification of replacement property within 45 days, and closing within 180 days. We structure exchanges to comply with these requirements while accommodating the client’s investment objectives.
What due diligence should I conduct before buying commercial property?
Comprehensive due diligence for a commercial acquisition should include title and survey review, environmental assessment (Phase I and potentially Phase II), zoning compliance confirmation, building inspection and condition assessment, review of existing leases and tenant estoppels, service contract and warranty review, financial analysis of operating history, and assessment of any pending or threatened litigation affecting the property. We manage the due diligence process and ensure that the findings are reflected in appropriate purchase agreement protections.
What is the difference between a gross lease and a net lease?
In a gross lease, the landlord pays property operating expenses (taxes, insurance, maintenance) and the tenant pays a single rent amount. In a net lease (single, double, or triple net), the tenant pays base rent plus some or all of the property operating expenses. A triple net (NNN) lease passes substantially all operating costs to the tenant. The lease structure affects property valuation, cash flow predictability, and the economic relationship between landlord and tenant. We negotiate lease structures appropriate to the property type and market.