Gaël A. Beriro, P.A. English French

Preparation and negotiation of Purchase and Sale Agreements.

The Purchase and Sale Agreement is the standard name for a contract used in commercial real estate transactions. In residential property transactions the term “Contract” is usually used instead of the term “Agreement”. Due to the fact that each type of commercial property is unique and is inherently a more complex investment than a piece of land or a house, the contract that is used to transfer ownership has to address a lot of complicated issues and conditions. The ability to write and negotiate such an agreement requires a familiarity and knowledge of these issues and conditions. Having prepared numerous such agreements, I am able to assist you with the review, analysis, writing and preparation of the P&S Agreement.  If you are buying or selling any of the following types of properties, I can help you with the contract: retail shopping centers, office buildings, hotels, sport facilities, gas stations, marinas, industrial warehouses, multi-family apartment buildings and mixed use projects.

Buyer’s Due Diligence Investigation

After commercial property is put under contract by a buyer, the buyer will have a certain amount of time to conduct an investigation of the property to learn more about the current condition of the property than was initially observable during the physical inspection. The investigation may also include research into whether the property can actually be used for a different type of use. This is commonly referred to as a due diligence period or the inspection period. During this due diligence period, the owner/seller of the property is usually required to provide the buyer with documentation or information about the property.  As the buyer’s attorney, I help the buyer obtain all the documentation from the seller and then review the information to advise the buyer as to any issues that might exist that could warrant a termination of the contract or renegotiation of the terms of the transaction.

Short Sales, Foreclosures and Workouts

The collapse of the residential real estate market in Florida has created and environment of all time records in the rate and quantity of foreclosures. Lenders, however, generally do not like to foreclose on single family homes especially in an environment of declining property prices because they are not in the business of owning, maintaining, and selling real estate. In many situations, they would prefer to restructure the loan arrangement with the borrower and allow him/her to keep owning the property. The process of negotiating with the bank and its attorneys to restructure a loan is called a “workout”.  Workouts may  include changing the interest terms, changing the duration of the loan, increasing the security of the loan, refinancing, or selling the property.  If the debt amount is greater than the value of the property and the lender is willing to accept a reduced repayment in the event of a sale, this is referred to a “short sale”.  Short sales require a lot of negotiation and coordination between the lender, the broker or sale agents and the buyer and seller. I can facilitate this process.

Commercial Leasing

Commercial leases for shopping centers, office buildings, warehouses, industrial properties, flex spaces, or mixed use projects can be very complicated contracts. Preparing and negotiating a lease agreement that correctly addresses the numerous terms, conditions, and contingencies in such a contract requires experience and a knowledge of the complicated issues that can arise during the term of a lease. I have drafted and negotiated many commercial leases on behalf of both landlords and tenants in a wide variety of properties.

Mortgages, Promissory Notes and Private Lending

Loan transactions between private parties require the preparation and negotiation of loan documents including promissory notes, mortgages and any number of additional documents used to secure the loan. These documents can be complex agreements that require the expertise of an attorney to prepare. Additionally, like traditional bank loans, private loans sometimes require title search and reviews and title insurance.  If there are outstanding liens or encumbrances affecting the title of the property which is to secure the loan, an attorney can help facilitate the loan transaction by counseling the client how to address these issues and then help to close the loan.