Real Estate – Non Litigation

At Johnstone Adams, we close real estate transactions on a weekly basis. We represent buyers and sellers of property in all manner of transactions with valuations ranging upwards of hundreds of millions of dollars. We handle all phases of zoning changes and regularly appear in front of the zoning commission and the city council. We are experienced in dealing with wetlands and water runoff issues, as well as environmental protection and drafting the necessary indemnities to ensure all parties are comfortable with the transaction. Our experience also includes the knowledge of the necessary remediation to successfully transfer properties that have been used for dry cleaning establishments and gas stations.

In addition to providing a full spectrum of real estate legal services to developers, buyers and seller, we also represent institutional lenders in both permanent and interim financing. Our taxation attorneys also regularly assist our real estate clients with finding the best tax answers in their transactions.

Johnstone Adams attorneys routinely assist in the development, construction, purchase and sale of regional shopping malls, regional shopping centers, office complexes and apartments. We render extensive services to landlords and tenants in negotiating commercial leases in all types of complexes.

HOW WE
CAN HELP YOU?

How We Can Help You?

Snapshot of Strengths

Our real estate attorneys’ practice group strengths include:

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Title examination

9

Property sales and acquisitions

9

Zoning changes

9

Wetlands and water runoff issues

9

Environmental protection

9

Indemnities

9

Remediation

9

Permanent and Interim financing

9

Lender representation

9

Property tax answers

9

Regional shopping malls, regional shopping centers, office complexes and apartments

9

Landlord and tenant representation in negotiating commercial leases

Featured Client Stories

Overcoming Challenging Closing Obstacles

Our corporate client was selling a large commercial office building located in downtown Mobile, Alabama. After months of ongoing negotiations, we were finally scheduled to close when outstanding mortgages were discovered on the building. Tracking the current holder of these dated mortgages posed a challenge as the mortgages were assigned to differing entities over time.

Johnstone Adams approach and solution

Through extensive research, we discovered that the mortgages were currently held by a related party mortgagee, creating various potential tax issues at this late stage in the transaction. Johnstone Adams was able to tackle these complex tax issues, and acting quickly, successfully negotiated a resolution between its client and the mortgagee, with the client ultimately compensating the mortgagee for a release of the lien.

Outcome

This agreement still required shareholder approval, however, so Johnstone Adams worked tirelessly to draft and circulate the necessary documents for shareholder approval and to stay on schedule for closing. Shareholders from both corporations were scattered throughout the United States, making obtaining signatures incredibly challenging under the time constraints, but Johnstone Adams worked diligently to secure the necessary signatures to obtain the release and close the transaction on time.

Best Lawyers - Best Law Firms Award 2019

Multiple Tenants, Corporate Dissolution

We were engaged to represent two entities who desired to sell their collective 50% interest in a major outlet mall development to a national outlet mall owner and developer for approximately $60 million. Due to the size of the transaction, the due diligence requirements were considerable, but they were magnified considerably because of the type of property.

Johnstone Adams approach and solution

With numerous tenants, we had to review each tenant’s rent roll, lease, common area maintenance charges, and title work. The transaction negotiations were further complicated by the fact that the selling entities were to be dissolved immediately after the transaction, limiting indemnity obligations and options.

Outcome

As a result, the parties negotiated the use of multiple escrow accounts that terminated after different periods of time. Johnstone Adams recommended the dissolutions to avoid the double-taxation of certain gains. By dissolving the selling entities prior to year-end, the shareholders were able to take advantage of S Corporation tax reporting principles to offset some of the gain with each shareholder’s increase in the tax basis of his, her, or its stock.

Next Steps

When you need to purchase, sell, lease or rezone property, Johnstone Adams real estate attorneys have the necessary skills to help you meet your objects quickly. Our attorneys can also assist lenders and provide representation on litigation, environmental and taxation matters. Call on us to schedule a convenient time to discuss your project.

View Representative
  • Lead counsel for an institutional lender in an eight-state, eight-complex industrial loan package totaling more than $40 million.
  • Lead counsel in acquisition of large plant and associated pipeline rights of way for Fortune 500 chemical company.
  • Service as lead counsel in defense of fair housing claims brought by the United States Department of Justice and private plaintiffs; cases settled through presuit mediation including five apartment complexes and over 2,000 apartment units.
  • Represented lenders on numerous agribusiness loans.
  • Assisted numerous purchasers and sellers in acquisitions of shopping centers, office complexes and apartment complexes.
  • Served as lender’s counsel in closing agribusiness loans on poultry growing units and processing plants with loans totaling approximately $15 million.
  • Represented the seller of a regional shopping mall consisting of more than 850,000 square feet with a purchase price exceeding $28 million.
  • Represented seller in a judicial sale involving more than 25,000 acres of Mobile River Delta timberlands.
  • Represented a privately-owned real estate development company in the incremental acquisition of timberlands totaling 65,000 acres.
  • Assisted local governmental agency by preparing loan documents and closing SBA 504 loans.
  • Represent local, regional and national financial institutions by preparing loan documents and closing SBA 7(a) loans.
  • Assistance to lead counsel in representation of purchaser regarding the inter-company financing of the purchase of a hotel in Birmingham, Alabama.
  • Assistance to lead counsel in representation of guarantor in negotiation of refinancing of outlet shopping center in Destin, Florida.
  • Assistance to lead counsel in representation of major regional hospital in purchase of a regional hospital in Thomasville, Alabama.

What Our Clients are Saying

Angela R.

“Johnstone Adams was a great help when it came to drawing up our family’s will and advanced directives prior to the birth of our first son. These are certainly things that no one wants to think about, but the process was easy. They were professional and knowledgeable, answering all of our questions along the way with compassion and sensitivity. Johnstone Adams responded quickly to any questions and was easy to get in touch with! We would highly recommend them for any legal work!!”

Stu Cookson

“My wife and I approached Johnstone Adams to help us make a better informed decision regarding her immigration. They have been a truly invaluable asset. They brought their knowledge, experience, confidence, and calm demeanor to the process, which put our minds at ease. The worry and anxiety that we were facing melted away, and we have been, literally, hand-held during this daunting process. We can’t thank or recommend Johnstone Adams enough and look forward to continuing to use their services in the future.”

 

Andre Kistner

“I am currently using this law firm and they are informative, keeping me up to date with my case, and they return your calls/emails immediately. I am very satisfied.”

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