Real Estate

Gorman & Miller's real estate practice provides both transactional and litigation-related services. The firm has expertise in handling entity formation, purchases and sales, mortgage financing, exchanges, leases, co-tenancies, easements and boundary disputes, and construction contracts and disputes.  There are three senior attorneys in our firm’s real estate department, all Stanford Law School graduates, with a combined total of over 60 years of experience in commercial real estate transactions.

For more information on our senior real estate attorneys, please click on the following links:  Ken Miller, David Kraus, Jonathan Blau.

Recent transactions include the representation of the buyer in the acquisition of a multi-tenant office building in Newport Beach, representation of the lender in a mortgage financing of riverfront property in Arizona, representation of a non-profit entity with regard to acquisition of a place of worship, representation of a leading hotel operator with the purchase and sale of hotel and motel properties throughout the United States, legal assistance with the purchase of a commercial office complex, representation of a real estate broker against claims asserted by a buyer concerning alleged violation of the broker's inspection and disclosure duties, and representation of the Benevolent Protective Order of Elks with regard to preparation of the various contracts needed for the design and construction of a new $20 million Elks Lodge in Palo Alto, California.

Net Lease Expertise

Our real estate department has extensive expertise in the representation of owners and buyers of net leased commercial property.  In a net lease, all or substantially all of the property expenses (such as property taxes, insurance and maintenance) are paid by the tenant.  Accordingly, an investment in a property subject to a long term net lease is a relatively passive investment, and buyers of net leased property often purchase such properties outside of their state of residence. We have handled net lease property acquisitions in most states.  When appropriate, we associate with top local counsel in states other than California. 

We have successfully handled over $4 billion in real estate sales, sale-leasebacks, and financings throughout the United States since 1999.  We have also helped structure or advised clients on mortgage defeasance, credit tenant lease financing, off balance sheet financing, residual value financing, and Section 1031 exchanges.

Representative Net Lease Transactions

• We were lead counsel to the buyer-landlord in a $125 million sale-leaseback and financing of eleven Sierra Health Services, Inc. medical/office facilities.  We worked with the tenant’s senior management to arrange the lease and financing to qualify for off balance sheet treatment on the tenant’s financial statements.
• We were lead counsel to the buyer in a sale-leaseback and financing of 21 Rite Aid Stores located in 9 states.  In a second Rite Aid sale-leaseback, we represented a real estate investment fund in the formation of a joint venture and in the joint venture’s subsequent sale-leaseback and financing of 35 Rite Aid stores.
• We were lead counsel to the buyer in the acquisition and financing of 31 Checker, Schucks, and Kragen auto parts stores in a transaction which closed six days following the signing of a letter of intent.
• We were co-counsel to the buyer in the sale-leaseback and conduit financing of six department stores spun off from The Limited.  The transaction (including the conduit financing) closed in 12 days from finalization of the letter of intent.
• We were lead counsel to Fleetwood (then a fortune 500 company) in the sale-leaseback of 22 Fleetwood retail stores.  We helped structure the lease to satisfy the concerns of both the lender and Fleetwood’s auditor.
• We were lead counsel to the buyer in the $100+ million acquisition and financing of a portfolio of 90 Taco Bell restaurants in four states.
• We were lead counsel to the buyer in the acquisition of a majority interest in a partnership owning a $100+ million of a portfolio of Sofitel hotels.
• We represented the buyers in the acquisition and residual value financing of six Best Buy stores.
• We were lead counsel to the buyer in two sale-leasebacks and financings of portfolios of a total of 45 Pep Boys stores in 12 states.
• We were lead counsel to the buyer in the $200+ million acquisition of a portfolio of office buildings net leased to one of the world’s largest pharmaceutical companies.
• We represented the buyer in the acquisition of a portfolio of remainder interests in 13 office and retail properties (with over two million square feet of space) net leased to investment grade tenants.
• We represented the buyer in the acquisition of the beneficial interest in a Delaware business trust owning a dark K-Mart store in Texas.  We later represented the buyer in a three party transaction in which K-Mart paid a termination fee to cancel its lease and Cingular entered into a net lease of the premises and paid for tenant improvements.  We structured the lease to satisfy the requirements of both Cingular and the special servicer of the underlying securitized mortgage financing.
• We represented the buyer in the acquisition of a limited liability company owning an $84 million portfolio of net leased property.

Recent Publications

K. Miller, Using Letters of Credit, Credit Default Swaps and other Forms of Credit Enhancement in Net Lease Transactions, 4 Va. L. & Bus. Rev. 1 (2009)

K. Miller, Off-Balance-Sheet Sale-Leasebacks and Synthetic Leases after Enron, 20 Cal. Real Prop. J. 4 (2002)