A commercial real estate attorney handles the legal side of buying, selling, leasing, financing, and developing commercial property. That usually includes: reviewing and drafting purchase contracts and leases, negotiating business and risk terms, coordinating title and survey issues, checking zoning and use restrictions, handling due diligence, and managing the closing so documents and money move the way they should.
You should strongly consider hiring a commercial real estate lawyer when:
You are signing or negotiating a commercial lease (office, retail, industrial, or ground lease).
You are buying or selling an office, retail center, multifamily, or industrial property—especially if there is financing, seller financing, or multiple tenants involved.
The deal involves unusual terms (options, rights of first refusal, percentage rent, complex CAMs, environmental issues, or development rights).
You’re creating or restructuring a joint venture or investment entity to hold the property.
Brokers focus on finding deals and closing them; only an attorney can give you legal advice, adjust the actual contract language, and defend you in court if something goes wrong later.
The rent number is only one piece of the risk. A review often considers the following:
-- Type of lease and operating expenses
-- Is it triple net (NNN), modified gross, or full-service? Who pays taxes, insurance, maintenance, and utilities?
-- CAM and pass-through language
-- How are common area maintenance (CAM) charges, management fees, capital expenditures, and admin add-ons defined and capped (or not)?
-- Use, exclusivity, and co-tenancy
-- Are your core uses clearly allowed? Do you have exclusivity protection? Can you get rent relief if a key anchor tenant leaves or the center empties out?
-- Build-out and repairs
-- Who pays for improvements, code upgrades, HVAC replacement, roof and structure?
-- Personal guaranty & default remedies
-- How long does the guaranty last? Is there a “good guy” exit? What happens on default—acceleration, lockout rights, confession of judgment (where allowed)?
-- Assignment and sublease rights
-- Can you assign the lease if you sell your business or bring in partners, or are you stuck personally forever?
An LOI can be either binding or non-binding, depending on the wording and the parties’ intent.
Many LOIs say they’re “non-binding,” but courts sometimes still treat parts of them as binding—especially confidentiality, exclusivity, good-faith negotiation, or access provisions.
Industry groups recommend using explicit non-binding language for the deal terms while clearly marking which provisions (if any) are intended to be binding.
“Due diligence” is the investigation period where you verify that what you think you’re buying (or leasing) is actually what you’re getting. Due diligence typically includes:
-- Title and survey
-- Title search, commitment, and exceptions (easements, covenants, restrictions, liens).
-- Survey to confirm boundaries, encroachments, access, and easements.
-- Zoning and land use
-- Confirm the property is zoned for your intended use and whether variances, conditional use permits, or rezoning may be needed.
-- Leases and rent roll (for income properties)
-- Review existing commercial leases, amendments, estoppels, and SNDA agreements for things like free rent, options, and unusual landlord obligations.
-- Environmental and physical condition
-- Environmental reports (Phase I/II), building inspections, and any government notices or violations.
-- Entity and contract review
For entity sellers, review authority documents, pending litigation, and contracts that affect the property (service contracts, management agreements, easements, options, ROFRs).
Buyers, lenders, and sophisticated tenants routinely use attorneys to coordinate and interpret this due diligence so they can renegotiate or walk away before the earnest money goes hard.
In a triple-net (NNN) lease, Tenant pays base rent plus property taxes, insurance, and maintenance/operating costs (the “three nets”), often including CAM, management fees, and sometimes capital expenditures. Landlord’s out-of-pocket costs are minimized or reimbursed.
In a modified gross lease, Tenant pays base rent and some operating costs; other expenses are included in the rent. Exactly who pays what is defined in the lease.
In a full-service (gross) lease, Landlord includes most or all building operating expenses in the rent; tenants may pay overages above a base-year expense level.
Most commercial properties are held in LLCs or similar pass-through entities, not personal names, to help limit liability and separate each property’s risks from other assets.
For multi-investor deals, a well-drafted operating agreement or partnership agreement is critical; it sets capital contributions, management control, voting rights, preferred returns, profit splits (waterfalls), buy-sell rights, and exit terms.
Poorly drafted or template JV documents are a major source of litigation and broken deals, especially when cash calls, refinancing, or sale decisions arise.
High-performing firms use legal counsel not only to file the LLC, but to align the entity structure with the financing and tax strategy, build in clear dispute and exit mechanisms, and coordinate the entity documents with the purchase contract, lease, and loan documents so they all match.
