Acquisitions & Sales

We represent buyers and sellers of commercial property in Florida, drafting and negotiating the purchase and sale agreement, running the due diligence process, and managing the transaction through closing. The work covers the contract terms that control risk, the diligence that reveals what the property actually carries, and the closing mechanics that determine whether the deal funds on time.

We work on the assumption that the contract is the last place to fix a problem, and the diligence period is the first. Deals that are documented carefully at the front end close on schedule and hold up when the property changes hands again years later.

• Purchase and Sale Agreements: drafting and negotiating the terms that govern price, deposits, contingencies, and the allocation of risk between buyer and seller.
• Letters of Intent: setting the deal terms early, in writing, so the definitive agreement reflects what the parties actually agreed to.
• Due Diligence and Inspection: managing the inspection period, coordinating consultants, and documenting the findings that support a price adjustment or a termination right.
• Title and Survey Review: reviewing the commitment, the exceptions, and the survey, and clearing the items that would otherwise transfer to the buyer at closing.
• Title Insurance and Endorsements: advising on Florida title insurance coverage and the endorsements that address survey, access, zoning, and lender requirements.
• Closing and Escrow: handling deposits, escrow instructions, prorations, and the closing documents that transfer title and fund the purchase price.

The purchase and sale agreement sets the rules for the entire transaction. It defines how long the buyer has to inspect, what the deposit becomes at each stage, which conditions excuse performance, and what the seller is actually promising about the property. Those terms are usually negotiated in a few days and then live with the parties for months.

We pay particular attention to the moment a deposit becomes nonrefundable, because that is the point where negotiating leverage moves to the other side of the table. Every extension and contingency should be built with that date in mind.

• Deposit Structure: setting the amount, the release schedule, and the conditions under which escrowed funds go hard or return to the buyer.
• Inspection Periods: negotiating a diligence window long enough to complete the reviews the property actually requires.
• Representations and Warranties: defining what the seller is stating about the property and how long those statements survive the closing.
• Contingencies and Termination Rights: preserving the ability to walk away for financing, permitting, title, or physical conditions.
• Assignment and Entity Designation: keeping the flexibility to close in a different entity than the one that signed the contract.
• Default and Remedies: setting what each party can recover if the other fails to close, including limits on damages and specific performance.

Diligence is where a transaction either gets safer or gets repriced. The title commitment lists what the buyer is taking subject to. The survey shows whether the improvements sit where the legal description says they do. Environmental review determines whether a prior use left something behind that becomes the buyer’s problem on the day of closing.

We read exceptions against the intended use of the property, not in the abstract. An easement that is harmless to a warehouse can make a restaurant pad impossible to build, and the difference only shows up when someone asks the question.

• Title Commitment Analysis: reviewing every exception, requirement, and encumbrance before the objection deadline expires.
• Survey Interpretation: identifying encroachments, setback issues, and access gaps that the legal description alone does not reveal.
• Endorsement Selection: obtaining the Florida title endorsements that address survey, access, zoning, and contiguity concerns.
• Environmental Site Assessments: coordinating Phase I and Phase II work and evaluating what the findings mean for liability and price.
• Permitted Exception Negotiation: deciding which title matters can be accepted, which must be cured, and which justify walking away.

How a property is owned affects liability, financing, and taxes for as long as the business holds it. A single asset entity keeps a problem at one property from reaching the rest of the portfolio. The structure also determines who signs, who guarantees, and how ownership can be transferred later without triggering consent requirements or unnecessary tax cost.

We set the structure before the contract is assigned and before the lender issues a commitment, because changing it afterward usually costs more than it saves. Ownership decisions made under closing pressure tend to be the ones clients revisit for years.

• Acquisition Entities: forming and documenting the Florida entity that will take title, hold the debt, and sign the closing documents.
• Liability Separation: isolating each property so a claim at one asset does not reach the others.
• Like Kind Exchanges: coordinating with the qualified intermediary and the accountant so exchange deadlines and title requirements are met.
• Lender Coordination: aligning the ownership structure with what the loan documents require for borrowers, guarantors, and single purpose entities.
• Authority and Signing: confirming who has the power to bind the entity and documenting it in a form the title company will accept.

Buying an occupied property means buying its leases. The rent roll is a summary, not a contract, and the actual documents often contain renewal options, exclusive use provisions, and landlord obligations that the buyer inherits at closing. Existing tenants also hold rights that can limit what the new owner is able to do with the space.

We review the leases before the inspection period ends, and we confirm the terms with the tenants rather than with the seller. A tenant estoppel is the only reliable record of what the parties believe the lease says.

• Lease Assumption: confirming which leases transfer, on what terms, and what obligations the buyer takes on at closing.
• Estoppel Certificates: obtaining written tenant confirmation of rent, term, deposits, and any claims against the landlord.
• Security Deposit Transfers: accounting for deposits and prepaid rent so the buyer is not funding the same obligation twice.
• Seller Disclosures: identifying what Florida law and the contract require the seller to disclose about the condition and use of the property.
• Service and Vendor Contracts: determining which management, maintenance, and service agreements continue after the sale.

Real estate transactions are usually the largest single commitments a business makes, and they are often handled by counsel who sees the deal once and never sees the property again. We work differently. Pomeranz Law serves as outsourced general counsel to Florida businesses, which means we know how a property fits into the operation, the balance sheet, and the plan for the next five years before we start negotiating the contract.

Pomeranz Law provides the transactional judgment of a firm that closes commercial deals and the continuity of counsel that stays with the business afterward. The contract you sign becomes the asset you own.

• We read the title commitment and the survey together, because the exceptions that matter are usually the ones that only appear when the two are compared.
• We negotiate deadlines and deposit structure with the assumption that diligence will uncover something, because it usually does.
• We advise on ownership structure before closing, when the entity, the financing, and the tax position can still be aligned.
• We tell clients when a property is not worth the price, and we say it early enough for the information to be useful.
• We stay involved after closing, so the leases, the loan documents, and the operating agreements continue to work together.