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Commercial Real Estate Lawyers in Buffalo

As part of our commercial real estate law practice, our attorneys assist clients who are looking to purchase or sell commercial buildings. A commercial building is a structure that is used for business or commercial purposes, such as offices, retail stores, apartments, warehouses, or manufacturing facilities, among others. These buildings can range in size and design, from small single-story, single-use structures to large multi-story, mixed use buildings with multiple retail, office and/or residential tenants.

Selling A Commercial Building

When a client wants to sell a commercial building, our attorneys assist in multiple ways, including:

  1. Representing the seller during negotiations:  We often represent the seller during negotiations with the buyer, the buyer’s real estate broker and/or the buyer’s legal counsel to ensure that the seller’s interests are protected
  2. Reviewing and drafting the sales contract:  We can prepare the entire contract or review the contract presented to our client and make any necessary revisions to ensure that the contract is legally binding, protects the client’s interests and limits the client’s post-closing exposure.
  3. Conducting a title search:  We engage the services of reputable professionals to update the title search and, if necessary, prepare a new survey.
  4. Reviewing and resolving any title issues: A contract for the sale of any property ordinarily requires that the seller convey clear title to the property and that there are no outstanding liens or judgments against the property. If any title issues are discovered during the purchaser’s title examination, our attorneys help to resolve them so that closing may proceed.
  5. Reviewing and resolving any outstanding debts or liabilities that are liens against the property:  Many commercial buildings are encumbered by a commercial mortgage loan from a bank, other business lender or a private individual. We review all of the building’s outstanding debts or liabilities, such as mortgages and taxes, and we make arrangements for payoff of all of these items at closing.
  6. Advising the seller on any legal issues:  Oftentimes, we identify and then advise our seller-client on any legal issues that may arise during the sale process and ensure that the seller is in compliance with all applicable laws.
  7. Reviewing and resolving any disputes with tenants or neighbors:  Occasionally, a commercial building that is ripe for a sale may have disputes pending with tenants, neighbors, or even vendors, such as maintenance and repair companies.  We review and resolve any disputes so that the building can be sold without complications that may result in a reduced sale price.  Where necessary, we review existing leases to consider the impact of the sale on tenants and to ensure compliance with any notice requirements to them and advise our clients on any legal issues that may arise during the sale process.
  8. Reviewing and resolving any legal disputes:  Sometimes, a commercial building owner is in litigation with a third party or has been cited by a municipality in connection with an alleged violation of a local ordinance. When those circumstances exist, our attorneys work diligently to bring any such dispute to a satisfactory resolution so that the property can be sold, and the pending dispute does not affect the asking price.
  9. Handling the closing process:  We smoothly and efficiently handle the closing process and ensure that all necessary closing requirements and documents, (including required title curatives and municipal inspections) are timely delivered and that the sale is completed in accordance with the sales contract and any applicable laws. Our attorneys are well-versed in closing procedures and the preparation and execution of closing documents such as deeds, affidavits, legal entity documentation, bills of sale, and assignments, among other important paperwork.

Buying A Commercial Building

Lawyer sitting at a desk with a document next to a miniature house

Oftentimes, we represent individuals, joint ventures, and business entities whose business plan involves buying a single commercial building or a portfolio of commercial real estate.  Whether working with an individual or a company, we routinely assist purchasers of commercial buildings by assisting with:

  1. Representing the purchaser during negotiations:  Where requested, we represent the purchaser during negotiations with the seller to ensure that our client’s interests are protected.
  2. Reviewing and drafting the sales contract:  We routinely prepare contracts for the purchase of commercial buildings for our clients. If a contract is presented to our client by a seller, then we review and revise the proposed contract to make sure that it is legally binding, protects the purchaser’s interests and, to the extent possible, limits post-closing exposure and surprises. In all cases, we make sure that the contract includes specific provisions that permit our clients to perform all due diligence investigations and evaluations that the client deems necessary.
  3. Conducting a title examination and resolving any title issues:  Our attorneys have title professionals conduct a title examination to ensure that the property being conveyed to our client is as represented in the contract and that the property is conveyed to our client free and clear of any outstanding liens or judgments against the property. A title examination shows us who owns the property, any companies or persons who might have a claim against the property and any title defects that must be cured in order for our client to receive a clear title. When there are title complications, we work with the seller’s attorney to resolve them before the sale is completed.
  4. Reviewing code compliance, zoning, and land use issues:  In all cases, our attorneys make sure that the contract includes provisions to ensure that the property being purchased is properly zoned for the use intended by our client, and that all municipal code compliance permits, licenses, registration and or certificates are current (including, but not limited to, certificates of occupancy and/or compliance, plumbing, electrical, boiler, fire, and elevator) are addressed and delivered in time for closing.
  5. Reviewing and resolving environmental issues:  Environmental issues are a critical part of any commercial transaction, and our attorneys review the property’s environmental status to ensure that there are no hazardous materials or environmental liabilities associated with the building, as those issues can impact the sale price as well as the negotiations around the purchase.  In many cases, it is necessary to engage certified environmental professionals to evaluate possible environmental issues affecting a property.
  6. Reviewing tenant lease agreements:  Unless vacant, most commercial buildings have at least some tenants with leases. As a result, it is often necessary for our attorneys to review existing lease agreements to ensure that they are legally binding and enforceable. We also consider the impact of the sale on tenants, ensure compliance with any notice requirements to them, and advise our clients on any legal issues that may arise during the sale process.
  7. Reviewing and drafting any financing documents:  In many situations, our client is financing the purchase. Whether the lender is a bank or another entity or person, we are well versed in drafting, reviewing, editing, and explaining to our client any financing documents to ensure that the purchaser client’s interests are protected.
  8. Handling the closing process:  We work very closely with our purchaser clients’ lenders and handle the closing of the transaction to ensure that all necessary documents are prepared and properly signed and filed so that the sale is completed in accordance with the sales contract, the loan commitment and all applicable laws.
  9. Advising the purchaser on any legal issues:  A significant part of our job is to identify if there are any legal issues that have arisen during the purchase process. When that happens, we advise our purchaser client and do what is necessary to ensure that the purchaser is in compliance with all applicable laws.

Title Insurance: What it is and Why?

Title insurance is a type of insurance that protects the buyer of property from potentially unknown title defects at the time of closing, such as:

  1. Errors or omissions in the public record;
  2. Forged or fraudulent deeds or mortgages;
  3. Liens for unpaid property taxes or other liens;
  4. Unknown heirs or other claims of ownership;
  5. Clerical errors;
  6. Deed was delivered without the consent of an owner or after their death; and
  7. Deed description does not match your survey “what you see is what you get.”

Lenders go to great lengths to minimize their risk of lending to our buyer clients by obtaining a loan title insurance policy. Sophisticated commercial buyers also insist on owner’s title insurance.

Prior to closing the purchase of any real property, a title examination is conducted to ensure that the seller has the legal right to sell the property and that there are no outstanding liens, judgments, encumbrances or other issues that would affect the property’s title. However, even the most thorough search cannot absolutely assure that no title hazards are present, despite the knowledge and experience of professional title examiners.

An owner’s title insurance policy protects our property owner client up to the full amount of the policy (usually what was paid for the property). A property owner can obtain a rider that increases the coverage as the value of the property increases. The premium is paid once for as long as the individual or company client owns own the property, and when purchased with a loan policy (as will be required by any lender), the premium is substantially reduced. The cost is very small compared with the benefit and security a title insurance policy offers.

Without an owner’s title insurance policy, in the event of a claim affecting title, our property owner client would be required to pay all the costs of defending title to its property including court costs and legal fees. If unsuccessful, the result could be a total loss of title, and the client may still owe the remaining balance on its note and mortgage. With an owner’s title insurance policy, the title company pays to defend the property owner’s title and either clears up the problem or pays the property owner’s losses. Title insurance is a strict form of assurance. No showing of fault is required.

While title insurance is not mandatory in New York State, most lenders require it as a part of a mortgage loan transaction. Moreover, even where a lender is not involved, purchasing owner’s title insurance and its coverage is highly recommended, because commercial properties usually have a high value and can be a significant investment. Speak to a Buffalo real estate lawyer about your case today by calling (716) 839-9700 or filling out the online contact form.

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