Commercial Real Estate Transactions

Commercial Real Estate Transactions

Commercial real estate transactions are among the most consequential legal undertakings a business or investor will face. Whether you are acquiring an office tower, financing a development project, leasing industrial space, or structuring a sale-leaseback, the agreements that govern these deals shape risk allocation, tax outcomes, and long-term return on investment for years — sometimes decades — to come. John Montague, Esq. represents purchasers, sellers, developers, lenders, landlords, and tenants across Florida and beyond, with a focus on the structuring, negotiation, and closing of complex commercial real estate matters.

Drawing on more than fifteen years of transactional experience — including time as an associate at AM Law 200 firm Locke Lord LLP (now Troutman Pepper Locke), where he handled M&A, venture capital, and real-estate-driven transactions — John provides clients with the same caliber of due diligence, drafting, and risk analysis they would expect from a national firm, paired with the responsiveness and cost discipline of boutique counsel.

Scope of Commercial Real Estate Practice

The firm advises on a broad cross-section of commercial real estate matters, including:

• Acquisitions and dispositions of office, retail, industrial, multifamily, hospitality, mixed-use, and special-purpose properties
• Purchase and sale agreements, letters of intent, and confidentiality and access agreements
• Commercial leasing, including ground leases, build-to-suit leases, anchor tenant leases, and subleases
• Joint ventures and equity partnerships for real estate acquisition and development
• Construction and development contracts, AIA agreements, and design-build structures
• Financing transactions, including senior mortgage loans, mezzanine financing, preferred equity, CMBS, and SBA-backed financing
• 1031 like-kind exchanges and Delaware Statutory Trust (DST) structures
• Opportunity Zone investments and Qualified Opportunity Fund formation

Key Legal Considerations in Commercial Deals

Due Diligence and Title Review

Successful commercial transactions begin with rigorous due diligence. The firm coordinates title and survey review, environmental reports (Phase I and Phase II ESAs), zoning and entitlements analysis, lease estoppels and SNDAs, service contract assignments, and operating financial review. Identifying defects — encroachments, undisclosed easements, unrecorded restrictions, or title gaps — before closing is far less costly than litigating them afterward.

Risk Allocation and Representations & Warranties

The negotiation of representations, warranties, indemnities, and survival periods is where seasoned counsel earns its fee. Tenant defaults, environmental liability, ADA compliance issues, and undisclosed litigation can transform a “clean” deal into a multi-million-dollar dispute. John focuses on translating commercial intent into precise contractual language, minimizing post-closing exposure on both sides of the table.

Entity Structuring and Tax Efficiency

Most commercial real estate is held in single-purpose LLCs to limit liability and facilitate financing. Structuring decisions affect lender consent rights, transfer taxes, future exit strategy, depreciation recapture, and the availability of 1031 exchange treatment. With an accounting background from Stetson University and a J.D. from the University of Florida Fredric G. Levin College of Law, John brings a uniquely integrated perspective to entity choice and tax-driven structuring.

Financing and Lender Negotiation

Loan documents — whether portfolio loans, agency debt, or syndicated facilities — are heavily lender-favored at first draft. Borrowers benefit from counsel who will negotiate carve-outs, recourse triggers, transfer rights, single-purpose-entity covenants, cash management arrangements, and reserve requirements rather than passively accept boilerplate.

Closing Mechanics and Post-Closing Integration

From earnest money escrow to closing checklists, transfer tax filings, lender deliveries, and tenant notification letters, a smooth closing depends on disciplined coordination among counsel, title, lenders, surveyors, and brokers.

Practical Guidance for Buyers, Sellers, and Developers

Clients are best served when counsel is involved early — ideally before signing the letter of intent. The LOI sets the tone for the deal: due diligence period, exclusivity, deposit terms, financing contingencies, and broker commission structure all become difficult to renegotiate once economic terms are locked in. Reserve adequate due diligence time, especially for environmentally sensitive sites, properties with deferred maintenance, or assets with complex tenant rosters. Confirm financing terms in writing through a binding term sheet before relying on lender approval. And budget for transaction costs realistically — title insurance, transfer taxes, lender fees, broker commissions, and legal fees commonly aggregate to two to four percent of the purchase price.

Frequently Asked Questions

What is the difference between an asset purchase and an entity purchase in commercial real estate?

An asset purchase transfers the real property by deed and assigns leases and contracts individually. An entity purchase transfers the membership interests of the LLC that owns the property, leaving title in the same name. Entity sales preserve favorable existing financing and avoid documentary stamp taxes in some jurisdictions, but they expose the buyer to historical liabilities of the entity. The right structure depends on tax, financing, and liability considerations.

How long does a typical commercial real estate transaction take to close?

Most transactions take 60 to 120 days from executed purchase agreement to closing, depending on financing complexity, due diligence scope, lender timelines, and any required municipal approvals. Larger or development-stage deals routinely run longer.

Do I need a Florida-licensed attorney for a commercial closing?

Florida does not require attorney-conducted closings, but for any meaningful commercial transaction, an attorney’s involvement is strongly advisable. Title companies handle mechanical settlement steps but do not negotiate contractual provisions or advise on tax structure.

Can I use a 1031 exchange on a commercial property?

Yes. Like-kind exchanges under IRC §1031 remain available for real property held for investment or productive use in a trade or business. Strict identification (45 days) and closing (180 days) deadlines apply, and the use of a qualified intermediary is essential to preserve tax deferral.