Real estate development cannot proceed without able legal assistance, any more than it can without a general contractor, a lender, equity capital or for that matter a developer who marshalls all the various forces. But while many of the ingredients of a real estate development can be in play simultaneously, they can each be the beginning or end point of our representation. And of course, many of these subjects are not necessary only to a real estate development but may also come up independently of a real estate development. For example, in the course of a development project, the following subjects may require attention:

• Partnership agreements between the principals or between the developer and his or her partners, including having clients address considerations re management, control, “exit strategies” and dispute resolution, and how additional
• Entity documents (LLC, limited partnership, or corporate–and often more than one) after analyzing and determining the possible structure of the development in light of all the players and circumstances.
• Acquisition of the property, including all the property law sub-categories, including drafting and/or review and negotiation of the purchase and sale agreement, title review, and closing.
• Negotiation and document drafting with equity partners, including possible additional entities, covering their contribution of equity to the development (usually the largest portion of the difference between the development loan and the total cost of the development).
• The loan financing, including review and structuring of the structure of the loan at the initial term sheet stage, working with the lender’s attorneys in moving the loan through the lender’s checklist of requirements through the closing and the delivery of any required legal opinion.
• True property law matters, including possible CC&R’s (conditions, covenants, and restrictions governing the property and adjacent parcels); REA’s (reciprocal easement agreements between the property and adjacent parcels); the granting or obtaining of easements; review of new or old surveys; and land use matters, such as zoning and compliance with other regulatory requirements (ADA, signage).
• Negotiation and preparation of construction contracts, including AIA General Conditions and the guaranteed max or other form of general construction contract.
• Dealing with any franchisor (such as with a hotel) and negotiation of management agreements governing the property.
• Working out the coordination of the development within a master development where this is applicable, including the negotiation and documentation of parking, access, use, signage, timeline requirements, easements, CC&R’s, various use licenses, and rights of first refusal, exclusives, or options with respect to both the property and other areas of the development.
• Addressing, where applicable, architect agreements, other owner-direct contractors, and development agreements (where for example, the client is an investor/developer who uses a “hired-gun” to carry out many of the development functions).
• Where applicable, negotiations and workout of any incentive agreements with government entities, such as TIF (tax increment financing), tax abatement agreements, and economic development agreements.

While it would be almost impossible that only one of these subjects would need to be addressed in the course of a development process, whether it is a commercial high rise in a multi-use development or simply a stand-alone car wash, convenience store, or restaurant, even a major development may not require dealing with each and every one of these subjects. However, on occasion, most or all of these areas of development come together in a single development process. One instance is summarized in “A Complex Development Project”.