Real Estate
Varnum’s Real Estate Practice Team counsels clients on all matters relating to real estate
Acquisition, financing, development, management, leasing, sale – Varnum’s Real Estate Practice Team counsels clients on all matters relating to real estate. Whether a property is for commercial, industrial or residential development, our real estate attorneys know the issues and the law.
Our clients – whether they develop real estate as their primary business or occupy real estate in connection with their primary businesses – include real estate developers, investors, contractors, management companies, architects, lenders, and companies and institutions with real estate facilities.
With our broad base of experience in real estate matters, we provide guidance in:
- Acquisitions, dispositions and exchanges
- Commercial and industrial leasing
- Land use, development and zoning
- Environmental law
- Construction law
- Licensing and regulatory matters
- Financing and tax abatement
- Litigation and arbitration
- Condominium developments
- Residential developments
Part of our real estate work involves representing developers and investors. We also work with businesses and institutions for whom real estate is not primary but is necessary to their operations. With our team approach, we can call on experts in municipal and environmental law to address regulatory issues arising from acquisitions and development transactions.
We work on zoning and land use planning matters of all kinds, including rezonings, variances, special uses and other administrative approvals, planned unit developments, land use planning and litigation in the trial and appellate courts when municipal actions are challenged.
We also handle contract drafting and negotiating for projects including leases, purchase and sale agreements, master deeds for condominium projects, installment purchase contracts and sale/leaseback agreements.
In a related area, we offer loan documentation services (negotiation, documentation and closing of commercial and real estate loans) for banks and other financial institutions.
Brownfield Financing and Redevelopment
Varnum has extensive experience in redevelopment of contaminated brownfield sites and in pursuing available federal, state and local brownfield financing. We guide clients through the often-complex array of brownfield regulations and facilitate redevelopment projects that are completed in a timely, cost-effective manner.
Additionally, our attorneys are well-versed in assessing risks relating to the foreclosure of contaminated sites.
Environmental Risk Analysis
Varnum’s risk analysis service helps clients evaluate potential environmental concerns associated with the purchase or sale of a business or property. We perform specific types of review and analysis of environmental due diligence documentation, including Phase I and Phase II environmental site assessments, baseline environmental assessments, and environmental compliance audit reports.
Our attorneys are experienced in federal and state due diligence requirements and industry standards. Our due diligence, land use permitting and real estate development experience includes:
- Counsel concerning environmental assessments prior to acquisition of new properties or lending associated with real estate and ongoing operations
- Assessment of statutory and regulatory criteria required for an extensive range of industrial developments, including brownfield redevelopment and financing
- Representation of developers seeking wetlands, sand dunes, floodplains and other natural resources permits, as well as site remediation
- U.S. EPA prospective purchaser agreement for National Priorities List Superfund site redevelopment
- Guidance to financial institutions on environmental “lender liability” issues for loans, foreclosures and workouts, and defense of such claims
With respect to special circumstances of situations, we have addressed issues such as the following:
- Power plant projects multimedia environmental development
- Bond counsel for Clean Michigan Initiative
- Preparation of municipal ordinances for brownfield redevelopment and risk-based/land use cleanup restrictions
- Acquisition of federal and state mining and exploration drilling permits
- Inland Lakes and Streams Act after-the-fact permit negotiation for dock construction
- Reassessment and redetermination of remedial obligations for property owners in light of changes to Michigan Part 201 risk-based cleanup criteria
At Varnum, we are continually working to maintain the trust of our clients and to address their changing service needs. This attention to detail helps our clients focus on building their business.
Financing
Varnum’s finance lawyers document various types of loan transactions, from under $1 million to over $100 million. We have extensive experience in projects including mortgage financing, working capital lines of credit, agricultural loans, small business loans, construction loans and government-guaranteed credits.
We negotiate different types of security interests with all types of collateral and with credit issues such as creditor participation, intercreditor agreements, loan subordinations and other credit structures. We handle a variety of commercial lending matters, from the preparation of loan documents to providing advice regarding regulatory compliance issues. This includes issues arising under the Federal Truth-in-Lending laws, Real Estate Settlement Procedures Act, fair lending laws, and other federal and state regulatory matters.
At Varnum, we are continually working to maintain the trust of our clients and to address their changing service needs. This attention to detail helps our clients focus on building their businesses.
Land Use, Development and Zoning
Varnum has become a trusted advisor to real estate and manufacturing developers. Our work extends to governmental entities because of our depth of knowledge in real estate, zoning and other regulatory matters, municipal law and environmental issues. We provide the full range of legal services in the areas of land use, development, condemnation, municipal law and construction. Our firm also counsels in issues of design, entitlements, government consulting, acquisition and risk management.
We represent clients in connection with zoning compliance, variances, preparation of ordinances, drainage and runoff issues, wetlands regulation, condemnation and historic preservation issues. Small businesses, major developers and municipalities rely on our skills and knowledge for projects and land use planning.
Our clients include retail developers, restaurant chains, petroleum companies, office park developers, single-family subdividers, industrial developers, mobile home park developers, and multiple residential and hotel developers. We occasionally represent cities and other municipalities in zoning, land use and condemnation matters, and revisions to master plans and zoning ordinances.
Land Use Planning
Land use planning has many aspects:
- Zoning requirements and seeking variances
- Pre-acquisition planning and due diligence
- The condemnation process
- Strategies to optimize land use
- Urban growth and urban planning
- Environmental risk analysis
- Special circumstances and situations
We work with clients to find solutions to problems with municipalities and other regulatory agencies on a non-adversarial basis. However, if litigation becomes necessary, we are prepared to advance our client's interest. Condemnation is one area in which litigation is often necessary.
Qualified Opportunity Zones
Qualified Opportunity Zones – a provision in the 2017 Tax Reform Bill – emerged as a hot topic with the first round of new proposed regulations released in October 2018. Learn more about Varnum's dedicated QOZ Team.
Real Estate Funds
Varnum's strong real estate practice and involvement in the investor community provides us with unique knowledge and experience in structuring, negotiating and launching a variety of real estate funds including single project and multi-project funds.
We frequently work with sponsors to establish funds for investment properties ranging from vacant land to retail properties with a particular focus on multi-family residential properties. While many of our clients are repeat sponsors with whom we have worked on numerous deals, we also work with those who are new to real estate fund formation and investments. In addition to a variety of investment fund managers and institutional investors, we work with family office and high net worth clients.
Our work includes preparation of all corporate documents, from private placement memorandum subscription agreements and accredited investor questionnaires to operating agreements, partnership agreements, asset management agreements and joint venture agreements.
Varnum's full-service team of seasoned real estate attorneys serving clients on a national basis works closely with our corporate and finance attorneys to cover all aspects typically associated with fund formation and real estate investment, including acquisition of the property, financing, securities compliance, regulatory issues and tax matters. We are able to serve clients over the lifetime of the investment, through recapitalizations, refinancing and eventual disposition of property.
Real Estate Litigation
Varnum represents a wide range of clients, both public and private, in real estate litigation matters in courts throughout Michigan. Clients of the firm include municipalities, real estate agencies and developers, corporations, churches, management companies and private land owners. By drawing on strengths in many areas of law, we are able to focus the appropriate experience on the substantial variety of legal issues related to our clients' interests in real estate.
With our broad base of experience, we advise clients in complex real estate litigation matters including:
- Real estate development
- Land use and zoning
- Eminent domain and condemnation
- Adverse possession
- Acquiescence
- Water, riparian and littoral rights
- Oil, gas and mineral rights
- Land contract forfeitures
- Mortgage foreclosures
- Landlord/tenant issues
- Building and property use restrictions
- Manufactured housing development
- Rescission
- Partition
- Slander of title
- Residential sales, purchases and construction
No matter what the case, we seek the best possible outcome for our clients by putting our experience, knowledge and innovation to work for them.
Real Estate Loan Workouts
Varnum’s restructuring team is experienced in counseling commercial banks, distressed debt purchasers and other debt holders regarding troubled and defaulted real estate secured loans. Our mission is to listen to our clients, answer their questions and assist them in the formulation and execution of their business decisions to maximize recoveries.
Frequent questions we field for our clients include:
Investor Real Estate
- How do I exercise my assignment of rents?
- Can I continue to collect rents after the foreclosure sale?
- Do I have management obligations after foreclosure if I am collecting rents?
- Do I need a receivership to enforce rent collections?
Residential Real Estate
- How can I best take control of the project?
- Should I seek appointment of a receiver?
- How can I most cost efficiently utilize a receiver?
Construction Liens
- Does my mortgage have priority over construction liens?
- Do I have title insurance coverage for construction liens?
- How do I pursue my rights under my title insurance policy?
Loan Document Review
- How quickly can you prepare a report on the sufficiency of the loan documents?
- Are the loans effectively cross-collateralized?
- Are there mortgage priority issues?
- Are the limited guarantees properly structured?
- Are there problematic exceptions to title that may raise concerns on resale after foreclosure?
Forbearance Agreements
- How long should I forbear?
- What key issues should I consider in structuring the forbearance?
- How can I maintain the greatest flexibility during forbearance in the event unforeseen developments occur?
Deed-in-Lieu Agreements
- What should the consideration be for the deed-in-lieu?
- How do I get the deed-in-lieu agreement prior to completion of environmental due diligence?
- Do I have to pay transfer taxes on a deed-in-lieu?
- Are there successor owner issues I need to address first?
Environmental
- What level of environmental due diligence should I conduct?
- What are my due care obligations after taking title?
Foreclosure
- Should I foreclose judicially or by advertisement? What are the pros and cons of each method?
- What title issues must be addressed prior to foreclosure?
- Can I sue guarantors and simultaneously foreclose?
- What minimum value must I bid at foreclosure?
Receiverships
- Are there adequate grounds for a receivership?
- What are the pros and cons of a receivership proceeding?
- Can the real estate be sold by the receiver?
- Should the receivership be filed in state or federal court?
Bankruptcy
- How does a bankruptcy filing affect an existing receivership?
- When should relief from stay be sought?
- How long do relief from stay proceedings take?
- Can I get a trustee appointed?
- How long can the debtor continue in Chapter 11?
Overall Strategy
- What can or should I do to legally position the loan asset for maximum recovery?
- Should I seek a forbearance or deed-in-lieu or should I foreclose? What are the relative advantages and disadvantages of each strategy?
- How can I minimize the loss due to construction liens?
The members of Varnum’s restructuring team are happy to answer these and any other questions about troubled and defaulted real estate secured loans to help our clients develop strategies best suited to the situation at hand.
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“Varnum is an excellent firm and has a great team of real estate attorneys and paralegal. I have used them extensively for 25 years on a variety of simple and complex real estate matters.”
General Counsel, Michigan university