Commercial Real Estate Transaction Attorneys

Commercial real estate transactions include the purchase, sale, or lease of apartment buildings, retail properties, offices, warehouses, mixed-use buildings, and development sites. Legal review addresses the property’s title, permitted uses, environmental condition, leases, financing, and anticipated income.

Milvidskiy Law Group P.C. represents buyers, sellers, landlords, and tenants in commercial transactions in New York, New Jersey, and Connecticut. Because our attorneys also structure the entities that hold property and the estate plans that pass it on, the transaction is handled with the ownership structure, the tax position, and the exit in view from the letter of intent forward.

Purchases and Sales

Letter of intent and contract

Most deals begin with a letter of intent that fixes price, deposit, due diligence period, and closing timeline and is otherwise non-binding. The contract of sale that follows is where the terms are decided: the deposit and when it becomes non-refundable, the length and scope of the due diligence period, the seller’s representations about the property, the leases, the rent roll, and the environmental condition, the conditions to closing, the allocation of closing costs and transfer taxes, the treatment of tenant security deposits and prepaid rent, the right to assign the contract to the buyer’s acquisition entity, and cooperation with a tax-deferred exchange. Buyers and sellers negotiate how inspection rights, deposit terms, representations, and the property’s condition will be addressed.

Due diligence

• Title and survey. The title commitment and a current survey identify liens, easements, encroachments, rights of way, restrictions, and access issues. Objections are raised within the contract’s window and cured or negotiated before closing.
• Zoning, permits, and certificates of occupancy. Whether the current and intended uses are permitted, whether the buildings have the certificates they need, and whether open violations or unpermitted work exist.
• Environmental condition. A Phase I environmental site assessment is standard, and a Phase II follows where the Phase I finds concerns.

  New Jersey. The state adds a statutory process for industrial establishments: the owner or operator of an industrial establishment that is being transferred must notify the Department of Environmental Protection within five days of signing the transfer agreement and must remediate the property or obtain the department’s approval of a remediation plan or a determination that none is needed, and the required documents must be attached to the contract.

  Connecticut. The Transfer Act, which for decades imposed cleanup obligations when certain properties changed hands, was replaced effective March 1, 2026 by a release-based cleanup program that focuses on reported releases rather than on the transfer itself; obligations already incurred under the Transfer Act continue.

  New York. The state has no comparable transfer-triggered statute, and environmental risk is handled through the assessment, the contract, and, where warranted, environmental insurance.

• Leases and tenants. Every lease is read, an estoppel certificate is obtained from each tenant confirming the lease terms and the absence of defaults, and the rent roll is reconciled to the leases and the operating statements.
• Physical condition. Engineering and building-systems inspections, roof and structure, elevators, environmental systems, and accessibility compliance.
• Financials and contracts. Operating statements, tax bills and any pending tax certiorari or appeal, service contracts that will survive closing, and insurance loss history.

Financing

Commercial loans come with their own documents: the loan agreement, note, mortgage, assignment of leases and rents, guaranties, environmental indemnity, and, for tenants in place, subordination and non-disturbance agreements. The borrower is usually a single-purpose entity, and the loan documents restrict transfers of the property and of the borrower’s ownership interests. We negotiate the commitment and the loan documents, form the borrowing entity, and coordinate the lender’s requirements with the contract’s closing conditions.

The acquisition entity and the exit

Commercial property is almost always bought in a limited liability company formed for that property, owned by the investor, a family entity, a trust, or a group of co-investors under an operating agreement. The entity is formed before the contract is signed or the contract is made assignable to it, because a change in the purchaser at closing can raise transfer tax, lender, and title problems. Where the buyer is selling another property to fund the purchase, the tax-deferred exchange is structured before either contract is signed. The transaction may therefore require coordinating a real estate holding company, a 1031 exchange, or a syndication with the purchase agreement.

Transfer taxes and closing

Transfer and conveyance taxes on commercial property differ by state, by price, and by property type, and some jurisdictions impose additional taxes on high-value transactions. The contract allocates them. At closing, the deed, transfer tax returns, title policy, lender documents, assignment of leases, notices to tenants, and the adjustments for rent, taxes, deposits, and utilities are completed, and the proceeds are disbursed. Our real estate practice handles the closing in each of our states.

Commercial Leasing

A commercial lease sets the terms of a long-term relationship between landlord and tenant. It affects the property’s income and value as well as the tenant’s costs and ability to operate. Key provisions include:

• Rent and escalations, including base rent, fixed or index-based increases, and pass-throughs of operating expenses, real estate taxes, and common area maintenance, with the base year and the caps defined.
• Use, exclusivity, and compliance, including what the tenant may do in the space, whether the landlord may lease to competitors, and who is responsible for permits and code compliance.
• Term, renewal, and expansion options, and how the rent for an option period is set.
• Build-out and alterations, including the landlord’s work, tenant improvement allowances, and restoration at the end of the term.
• Assignment and subletting, and the landlord’s consent rights, which decide whether the tenant can sell its business or shrink its footprint.
• Guaranties, including personal guaranties and the good-guy guaranty common in New York, under which the guarantor’s liability ends when the tenant vacates on notice.
• Default, remedies, and holdover, and the subordination and non-disturbance provisions that govern the tenant’s rights if the landlord’s lender forecloses.

We draft and negotiate leases for landlords and tenants, prepare the estoppel certificates and subordination agreements that transactions require, and handle lease disputes when they arise, including through our alternative dispute resolution practice.

What Our Commercial Real Estate Service Includes

• Letters of intent and contracts of sale, negotiated for buyers or sellers, with due diligence, representation, and exchange provisions that fit the deal.
• Management of due diligence: title and survey review and objections, zoning and permit review, environmental process in each state, lease and estoppel review, and coordination of inspections.
• Formation of the acquisition entity and its operating agreement, and structuring of co-investor arrangements.
• Negotiation of loan commitments and loan documents, and coordination with the lender through closing.
• Transfer tax analysis and filings, closing preparation, and the closing itself.
• Commercial leases, lease amendments, estoppels, subordination agreements, and guaranties for landlords and tenants.
• Integration of the transaction with your asset protection and estate plan, and with a tax-deferred exchange where one applies.

When to Involve Counsel

Ideally, involve counsel before signing the letter of intent. The deposit terms, the due diligence period, the exchange structure, and the purchasing entity are set at the start, and early review allows counsel to address those terms while they are being negotiated. On the sale side, the same is true of the representations a seller gives and the environmental process a seller must follow. Involving our business law and real estate attorneys at the term sheet stage helps align the proposed terms with the transaction’s requirements.

Schedule a Commercial Real Estate Consultation

If you are buying, selling, or leasing commercial property, bring the letter of intent or offering materials, the rent roll, and any financing terms. Our attorneys practice in New York, New Jersey, and Connecticut. Contact Milvidskiy Law Group P.C. to schedule a consultation.

This page is provided for general informational purposes only and does not constitute legal advice. Laws differ by state and change over time. For advice about your situation, consult a qualified attorney.