Real Estate
David C. Longinotti, Section Head
Hanson Bridgett's real estate team provides comprehensive legal services to a wide array of clients. We have substantial expertise in green building, construction, integrated project delivery / building information modelling, shopping centers and land use. We offer clients a one-stop resource for real estate legal services.
Our real estate attorneys represent investors, developers, buyers, sellers, owners, managers, landlords and tenants in local and national matters. We serve as counsel to major real estate industry participants — investor/developers, senior living and health care providers, shopping centers, public transportation agencies and others — who require outstanding quality and significant depth of experience. Our real estate lawyers are known for their creativity, excellence, and commitment for client service
Entity Formation and Tax Counseling
We provide counsel to our clients on the alternative forms of business entities available to them. We assist our clients in selecting the optimal business structure given their particular business circumstances. We are adept in forming and counseling corporations, limited liability companies, limited partnerships and single purpose and bankruptcy remote entities. We implement common interest and cooperative ownership housing arrangements.
Land Use and Development
Our developer clients rely on our land use lawyers to obtain the entitlements and other regulatory approvals they need. Our land use specialists are particularly adept at fashioning pragmatic win-win solutions to development challenges. Our particular areas of expertise include NEPA/CEQA compliance, general plan, zoning and map approvals, development agreements, transit oriented developments, land use disputes and LAFCO annexations.
Project Financing
Our lawyers understand financial markets and remain abreast of emerging financial products. We are experienced in negotiating purchase money loans, construction loans, "mini-perm" and permanent take-out financing and other institutional lending arrangements. We structure equity financing joint ventures and hybrid equity/mezzanine financing undertakings. When necessary, we negotiate loan workouts for our clients. We arrange tax-exempted bond financings for our nonprofit clientele. For public sector clients, we specialize in securing project specific federal and state grant funding.
Property Acquisition and Sales
The real estate section routinely completes complex real estate transactions on behalf of our clients. We negotiate letters of intent, purchase agreements and other transaction documents. We assist with assessing and completing property inspections, environmental, title and other necessary due diligence, and our tax specialists assist our clients with completing tax free exchanges and other tax driven transactions.
Leasing and Lease Litigation
We represent owners and managers of commercial real estate in all aspects of landlord-tenant relationships and lease litigation, and provide advice and legal counseling on strategies to address day-to-day property management issues. We handle lease litigation for a variety of commercial developers and shopping centers, from local office building owners, to neighborhood shopping centers, to major super-regional malls. We also have substantial experience representing commercial landlords and shopping centers in tenant bankruptcies locally and nationwide.
Green Building and Sustainable Development
Hanson Bridgett's real estate and construction attorneys provide advice to a wide array of clients on issues at every stage of the real estate project life-cycle. As a growing number of our clients seek to build and maintain sustainable, high performance buildings, we are committed to assuring that they achieve their goals. Hanson Bridgett attorneys deliver an interdisciplinary set of sustainable development skills that advance project delivery from inception to completion. Six Hanson Bridgett attorneys have earned certification as U.S. Green Building Council LEED® Accredited Professionals, enabling the firm to better advise clients on green building codes. We are helping our clients build for the future.
Environmental Compliance
We provide coordination and analysis of Phase I and Phase II site assessments, and negotiate indemnity and remediation arrangements. We defend landowners against environmental claims and negotiate pragmatic remediation solutions with regulatory authorities, and we offer particular expertise in the area of brownfields development and redevelopment incentive programs.
Construction Issues and Disputes
We offer a full array of construction law related services. These services are performed primarily by Hanson Bridgett's construction law group and include construction contract preparation, project management, mechanics liens, delay claims and construction defect disputes. Our real estate lawyers regularly collaborate with our construction lawyers to deliver seamless counsel through the construction process to our developer clients.
Litigation and Dispute Resolution
The real estate section handles all types of disputes arising from purchase and sale transactions, breach of lease and other landlord-tenant disputes, lender and financing disputes (including disputes involving deeds of trust), title disputes (including quiet title actions), broker and agency issues, disputes relating to escrow, conflicts between co-owners (including partition actions), land use including zoning and use permit issues, boundary disputes, condemnation, easement and license disputes and premises liability matters. Our skilled litigation attorneys have substantial experience as trial lawyers, ready and able to try cases before a judge or jury. Our real estate litigation attorneys are also experts in resolving disputes not only through mediation, arbitration, and trial or pre-litigation negotiation when appropriate, but also in crafting imaginative and farsighted solutions to disputes, such as through legislative or administrative action, or by devising innovative business-based solutions.
ADA and Unruh Act Litigation
Almost every day professional plaintiffs file disability access lawsuits against businesses under the Americans with Disability Act and California's Unruh Act. Often, these lawsuits are about a payoff to ADA "entrepreneurs" rather than a common-sense approach to making businesses more accessible to the disabled public. Hanson Bridgett's disability-access attorneys regularly advise clients on ADA compliance, and have successfully defended clients in more than 50 court-filed disability access claims. If you have been sued for disability access compliance, please review our group brochure (PDF) or contact Kurt A. Franklin at 415-995-5086.
Representative Real Estate Clients
Investor/Developers
- Myers Development Company
- Infineon Raceway
- Shappell Industries
- SummerHill Homes
- AGI Capital Group
- San Francisco Development Company
- The Fremont Group
- Shopping Centers
- Capital & Counties USA
- James Campbell Company
- Freels/Land West
- Kimco Realty Corporation
- Madison Marquette
- Regency Centers
- Westfield
Shopping Centers
- Capital & Counties USA
- James Campbell CompanyFreels/Land West
- Kimco Realty Corporation
- Madison Marquette
- Regency Centers
- Westfield
Representative Transactions and Cases
Mixed Use Development
As part of an ongoing mixed-use development, we represented a sophisticated real estate developer in a complex financing transaction for the development of a 112 unit condominium project in South San Francisco. The financing of this $70 million transaction involved negotiating both first and mezzanine debt financing, as well as institutional equity financing. This transaction involved the extensive negotiation of the numerous loan agreements and related documentation, as well as the preparation of numerous agreements, including the construction and professional contracts for the project.
Loan Restructuring
We completed a complicated loan restructure transaction for an intricate network of entities owning hotels throughout California. This transaction involved two senior loans in the total amount of $23 million, as well as a mezzanine loan in the amount of $17 million. The loan restructure involved negotiating the extension of the maturity dates for each of the senior loans, the restructuring of the mezzanine loan, the sale of two hotel properties, and numerous other modifications to the original loan documentation. Our work on this project included drafting complex provisions for the loan restructure documentation that were designed to protect our client and its properties in the future. In the coming months, we will represent this client during a complicated refinancing transaction, and will negotiate the purchase and sale of one of its hotel properties.
Senior Housing and Care Facility Acquisition
We represented a client in the acquisition of four health care facilities in a single transaction and in the negotiation of attendant loan financing. The transaction structure required the creation of four wholly owned subsidiary corporations that purchased the real property and assets of four health care facilities in Texas, Arizona and Nevada for a price of approximately $44 million utilizing a loan of $35 million provided by GMAC Commercial Mortgage Corporation. We represented the buyer in connection with both the purchase and the negotiation and closing of the loan.
Common Interest Development
We established the first common interest development continuing care retirement facility in California, consisting of 207 units. On this project, we worked closely with the California Department of Real Estate (the "DRE") to create customized preliminary and final public reports to meet the specialized needs of our client. The public reports for this client were complicated by the fact that they were subject to the jurisdiction of the DRE and the Department of Social Services ("DSS"). For this development, we balanced the applicable DRE and DSS regulations to create tailored reports that complied with the regulations of both governmental agencies. Our work on this project included the preparation of CC&R's, bylaws and articles of incorporation for the homeowners' association, the sample purchase and sale agreement, a declaration establishing easements, as well as the completion of additional DRE forms.
Transportation Corridor Acquisition
We represented a public agency in the acquisition of a 17 mile rail corridor between Milpitas and San Jose, California for a purchase price of $80 million. The transaction involved the negotiation of numerous documents, including agreements regarding the purchase of the corridor, fiber optic and communication rights, pipeline rights, a detailed construction contract and a comprehensive environmental remediation agreement. Preparation for the transaction required the management and completion of a thorough due diligence program including lease, license and title review.
Transit Oriented Development
We worked with the San Mateo County Transit District to implement a transit oriented development at the Colma, California BART Station. The project involved planning coordination, parcel aggregation through condemnation, and the negotiation of a development agreement and ground lease with a private developer. The development achieved the client's policy objectives of increasing transit ridership and at the same time established a $360,000 annual rental stream for the benefit of our client.
Breach of Sales Contract
We represented a real estate investment company which was selling one of its properties, against the buyer which had failed to meet the contractual deadlines for waiving contingencies. The buyer had shown no interest in completing the sale, and passively let the deadlines lapse. Our client could not afford to have its property encumbered indefinitely in the fluid San Francisco real estate market, and decided to terminate the sale. When our client sent a termination notice, the buyer sued to force the sale to go forward. Through aggressive litigation, and the selection of a good mediator, we were able to persuade the buyer that the case had no merit and settled the case for a small payment to the buyer. In exchange for the payment, the buyer assigned to our client an appraisal of the property (worth about what our client paid in settlement) that it had obtained in connection with the cancelled sale. Our client then used the appraisal to quickly and cheaply refinance its property.
Construction Litigation
Our litigators successfully represented the developer of a subdivision in a construction dispute with the developer's general and grading contractors who had filed complaints to foreclose mechanics liens totaling some $6 million. The case was complicated by the fact that the developer was contractually committed to sell all the lots to a homebuilder within the month. The three standard alternatives for the developer were all unsatisfactory: obtaining a bond to release the liens was too costly; the contractors' demands were too inflated to permit settlement; and it would take too long to get to trial, risking possible loss of the sale and litigation with the buyer. Instead, we persuaded the title company to insure subject to a holdback of funds to cover the claims. Once the sale closed, the contractors' leverage was removed, and the developer was quickly able to negotiate reasonable settlements for far less than the amount of the liens.
