Overview
The Landscape
Whether you are a developer acquiring commercial properties, a retailer negotiating a flagship lease, or an investor structuring a real estate transaction, the legal details define your outcomes. Shah Grossi provides thorough, transaction-focused real estate counsel for commercial properties across California.
Key Legal Challenges
- —Negotiating favorable lease terms in a competitive landlord market
- —Structuring real estate acquisitions to minimize exposure
- —Navigating title issues, survey matters, and environmental concerns
- —Managing CAM disputes, lease violations, and landlord-tenant conflicts
- —Coordinating real estate transactions with entity and tax structuring
Common Scenarios
Problems We Solve
- 01
A commercial acquisition closes without adequate diligence on title, survey, environmental, or zoning — and post-closing discoveries materially affect the property's use or value.
How we help: Real Estate & Commercial Leasing
- 02
Joint-venture or partnership real estate deals are structured without clear waterfall, control, and exit provisions — and the first capital call or disposition decision becomes a dispute.
How we help: Business Law · Dispute Resolution
- 03
A landlord or tenant signs an LOI without legal review and finds that the material deal points are locked in before the full lease or purchase agreement is negotiated.
How we help: Commercial Lease article
- 04
A ground lease or sale-leaseback is structured without careful attention to tax, accounting, or long-term economic consequences — and the arrangement becomes unfavorable as the business evolves.
How we help: Contracts
Our Work
How We Help
Commercial lease negotiation and review for tenants and landlords
Purchase and sale agreement drafting and negotiation
Due diligence management for commercial acquisitions
Ground leases, sale-leasebacks, and joint venture structures
Landlord-tenant dispute resolution and litigation
LOI drafting and deal structuring
Legal Services
Related Practice Areas
Common Questions
Frequently Asked
Q.What does commercial property due diligence include?
Title and survey review, environmental site assessment (Phase I, with Phase II if warranted), zoning and land-use verification, review of existing leases and tenant estoppels, service-contract review, and property-condition inspection. For income-producing properties, add rent roll and operating-statement analysis. Compressed diligence timelines are the most common source of post-closing surprises — we manage contingency periods so closing happens with full information.
Q.How do I structure a real estate joint venture?
Joint ventures typically use an LLC with a detailed operating agreement covering capital contributions, distribution waterfalls, control and consent provisions, buy-sell mechanisms, and exit rights. The economic split should reflect the contribution of each partner (capital, expertise, sweat equity), and protective provisions should anticipate disagreements over major decisions. The most consequential terms are the waterfall and the exit provisions — these determine how value is shared and who controls disposition timing.
Q.Should counsel review a letter of intent before it is signed?
Yes. LOI terms become the reference point for the full purchase agreement or lease, and moving a term during the full-document negotiation is much harder than setting it correctly in the LOI. Price, contingency periods, deposit structures, exclusivity, and financing contingencies all belong in the LOI review. The cost of a few hours of legal review at the LOI stage is trivial relative to the leverage it preserves during the full negotiation.
Related: Real Estate & Commercial Leasing
Q.What are the key risks in a commercial lease from a landlord's perspective?
Tenant financial qualification, personal guarantees that are actually collectable, permitted use and exclusivity provisions that limit the landlord's future leasing flexibility, assignment and subletting provisions that allow the landlord meaningful control without creating unreasonable consent risk, and build-out and surrender obligations that protect the condition of the premises. Default remedies and expense pass-through mechanisms also matter heavily.
Q.How do CAM audit disputes typically resolve?
Most disputes are resolved through negotiation once the tenant identifies specific overcharges and provides supporting documentation. Common issues include capital expenses improperly classified as operating expenses, administrative fees above market, and charges for improvements benefiting other tenants. If negotiation fails, the contract's dispute-resolution mechanism (litigation, arbitration, or an independent accountant process) governs. Strong CAM audit rights at lease signing make the enforcement pathway much more effective.
Related: Dispute Resolution
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