REAL PROPERTY PURCHASE DUE DILIGENCE
ANAND LAW represents buyers and sellers in commercial real estate transactions. We draft and negotiate contracts focusing on cost and efficiency, and with the experience of having litigated, on behalf of plaintiffs and defendants, breach of contract, fraud, partition, quiet title, and unlawful detainer (eviction) actions. We also represent parties with real property disputes in bankruptcy courts. Our involvement in a variety of arenas provides us with intimate knowledge of how situations play out in the real world, in addition to understanding the legalese on the paper.
It is critical to have representation prior to signing any paperwork. ANAND LAW represents buyers and sellers through all phases of the deal, starting with the letter of intent through the close of the deal. We work on deals involving all types of real property, including:
- Retail, Office & Mixed use / creative
- Multi-Family
- Hotels
- Industrial
- Vacant land
LEGAL DUE DILIGENCE
We perform due diligence services for buyers of commercial real estate in order for them to make an intelligent decision as to whether to purchase and how much to pay. Often, our title review services reveal liens that the buyer did not know about, and those that were not revealed even after the purchase of title insurance. We also provide explanations as to the impact of liens and other documents recorded with the County Recorder, including how they may prevent you from earning a profit, may have no or a negligible effect on your investment, and how this knowledge can be used to get you the best deal.
We also are able to assess these findings to determine future courses of action you may take to reap the most out of your property after the transaction is completed. For example, our title reviews often reveal information which give us insight into negotiating off liens (paying cents on the dollar), or even forcing the removal of liens through bankruptcy.
It is vital to hire an experienced real estate attorney in order to negotiate the best deal given the leverage you have. Spending a relatively small amount now often saves tens if not hundreds of thousands of dollars down the road.
THE IMPORTANCE OF THE ESTOPPEL CERTIFICATE FOR LANDLORDS
An Estoppel Certificate is a document typically used in performing due diligence prior to the purchase of tenant-occupied property. The purpose is for a lender and purchaser to have written confirmation from tenants of certain terms. Important among these are: the rental amount; security deposit; duration of lease; and, as discussed further below, a “subordination” clause.
The subordination clause is used to confirm that the tenants have agreed, in their lease, that their interest is subordinate to future mortgages. Without such confirmation, the tenants’ leases have priority over mortgages that are subsequently obtained. Furthermore, only a tenant whose interest is subordinate to the mortgage can be evicted. A purchaser (and their lender) may be stuck with tenants for an indefinite period without the ability to earn market rental values. A tenant may be locked in for years, and potentially even forever—courts have upheld provisions giving the tenant the right to perpetual renewal of leases.
ANAND LAW represents businesses and individuals, in State and Federal Courts (including Bankruptcy Courts) regarding a variety of real estate issues. The attorneys at our law firm are real estate experts, committed to maintaining a deep knowledge of the law and tenaciously representing our clients. ANAND LAW proudly serves the cities and areas of Los Angeles, Pasadena, Arcadia, Burbank, La Canada Flintridge, Covina, West Covina, Downey, Santa Monica, Glendale, Eagle Rock, Hollywood, Atwater Village, Echo Park, Glassell Park, Loz Feliz, Silverlake, Highland Park, Boyle Heights, Hancock Park, Cheviot Hills, Koreatown, Miracle Mile, Mid City, Venice, Van Nuys, Encino, Studio City, Sherman Oaks, Panorama City, North Hills, West Hills, Thousand Oaks, Calabasas, Granada Hills, Long Beach, Glendora, Anaheim, Inglewood, Santa Ana, Beverly Hills, Pomona, Marina Del Rey, Playa Del Rey, Mar Vista, Culver City, Cheviot Hills, Holmby Hills, Westchester, El Segundo, Hermosa Beach, Redondo Beach, Manhattan Beach, Huntington Beach, Orange, Irvine, Costa Mesa, Newport Beach, Moorpark, and communities throughout Los Angeles, Orange, Santa Barbara, Riverside, San Bernardino, San Luis Obispo, San Diego and Ventura Counties.
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Pass-throughs may be assessed at different times (per the lease), and often commercial leases will allow a landlord to retroactively apply assessed charges. Sometimes a landlord will not assess any charges for years, but then choose to. Negotiating the exact provisions is critical to predicting expenses and running a successful operation. The extent of rights to audit is also a negotiable and important issue.
An Estoppel Certificate is a document typically used in performing due diligence prior to the purchase of tenant-occupied property. The purpose is for a lender and purchaser to have written confirmation from tenants of certain terms. Important amongst these are: the rental amount; security deposit; duration of lease; and, as discussed further below, a “subordination” clause.
The subordination clause is used to confirm that the tenants have agreed, in their lease, that their interest is subordinate to future mortgages. Without such confirmation, the tenants’ leases have priority over mortgages that are subsequently obtained. Furthermore, only a tenant whose interest is subordinate to the mortgage can be evicted. A purchaser (and their lender) may be stuck with tenants for an indefinite period without the ability to earn market rental values. A tenant may be locked in for years, and potentially even forever—courts have upheld provisions giving the tenant the right to perpetual renewal of leases.
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- 10% interest on a loan primarily for personal, family or household purposes;
- For loans that are not for for personal, family or household purposes, the higher of 10% or 5% over the amount charged by the Federal Reserve Bank of San Francisco on advances to member banks on the 25th day of the month before the loan (including loans to be used primarily for home improvement or home purchase).
There are, however, exceptions to these limits including the “broker-arranged” exception. Click here to view the Office of the Attorney General’s web site for more information.
If you have been charged a usurious rate, you are entitled to all amounts you have paid in excess of the principal. Call Anand Law, PC today to discuss your rights with a qualified attorney – 323-325-3389.
First, the liquidated damages cannot be a penalty—the amount specified must be reasonable under the circumstances, and cannot be “designed to substantially exceed the damages suffered, and…to serve as a threat to compel compliance through the imposition of charges bearing little or no relationship to the amount of actual loss.” Utility Consumers’ Action Network, Inc. v. AT&T Broadband, 135 Cal. App. 4th 1023, 1029 (2006); Cal. Civ. Code § 1671(b). A guiding principle is that any number picked cannot be arbitrary, and instead must be based on a reasonable attempt at determining a fair amount of compensation for the breach.
There are further rules if the clause is contained in a contract for the purchase or rental of personal property; a service used primarily for personal, family, or household purposes; or a residential lease. In those cases, a liquidated damages clause is allowed only when “it would be impracticable or extremely difficult to fix the actual damage.” Cal. Civ. Code § 1671(c) and (d).
Every situation is different, and should be evaluated by a qualified attorney. After all, if the clause unenforceable, it won’t save time, and may even ultimately cost more. It is always better to prevent problems before they occur, rather than waiting, and a well-crafted liquidated damages clause can be very effective in doing so.