Real Estate Contracts & Financing

We negotiate and document the contract and capital side of commercial real estate for Florida businesses, covering loan documents, guaranties, joint venture agreements, and the operating agreements that sit underneath a property. The work is the same whether the client is borrowing, taking in equity, or refinancing, because the question is always who bears which risk and on what terms.

We review loan documents on the premise that every provision was drafted by someone else’s counsel for someone else’s benefit. Most of it is negotiable, and the borrowers who ask get terms the borrowers who sign quietly never see.

• Loan Term Sheets: reviewing commitments and term sheets while the economics and the conditions can still be changed.
• Mortgages and Promissory Notes: drafting and negotiating the instruments that secure the debt and define the obligation.
• Guaranties: negotiating scope, caps, and release conditions on payment, completion, and nonrecourse carve-out guaranties.
• Loan Document Review: identifying the covenants, transfer restrictions, and reserve requirements that limit the borrower after closing.
• Equity and Partnership Documents: documenting capital contributions, distributions, control rights, and exit mechanics between partners.
• Property Level Agreements: preparing management, brokerage, easement, and access agreements that support ongoing operations.

By the time loan documents arrive, most borrowers feel committed. The term sheet has been signed, the deposit is spent, and the closing date is set. That is exactly when the lender’s form is hardest to change, which is why the review should happen at the commitment stage, when the borrower still has alternatives and the lender still wants the loan.

We negotiate the term sheet as if it were the loan agreement, because most of what it says will end up in the documents unchanged. The economics get attention from everyone, and the covenants get attention from almost no one.

• Commitment Letters: reviewing conditions, fees, deposits, and expiration terms before the borrower is locked in.
• Covenant Negotiation: adjusting financial covenants, reporting obligations, and cure rights to match how the business actually runs.
• Transfer and Assumption Provisions: preserving the ability to sell, refinance, or admit new equity without triggering a default.
• Reserves and Cash Management: negotiating escrows, lockbox terms, and sweep triggers that affect operating cash.
• Refinancing: managing payoff, prepayment terms, defeasance issues, and the timing of a replacement loan.

A nonrecourse loan is only nonrecourse until a carve-out is triggered. The events that convert a loan to full recourse are defined in the guaranty, and they range from fraud, which is expected, to routine acts such as permitting an unauthorized transfer or failing to maintain a single purpose entity. Guarantors sign these documents at closing and rarely read them again.

We review guaranties for the events that turn a limited obligation into personal liability, and we negotiate those definitions down to conduct the guarantor can actually control. A carve-out triggered by a tenant’s behavior is not a fraud provision.

• Nonrecourse Carve-outs: narrowing the triggers that convert limited liability into full personal recourse.
• Payment and Completion Guaranties: setting caps, reduction milestones, and the conditions for release.
• Net Worth and Liquidity Covenants: negotiating tests the guarantor can meet across a full market cycle.
• Entity Integrity Requirements: understanding the single purpose entity obligations that support the nonrecourse structure.
• Indemnities: defining environmental and other indemnity obligations that survive repayment of the loan.

Equity is more expensive than it looks in the term sheet. A joint venture agreement decides who controls decisions, who funds a shortfall, what happens when one partner cannot, and how either side gets out. Mezzanine and seller financing sit between debt and equity, and each carries remedies that can reach the ownership of a property faster than a mortgage foreclosure.

We document partnerships around the decisions that create disputes, which are capital calls, major decision rights, and exit timing. Partners agree easily at the beginning, and the agreement exists for the period when they no longer do.

• Joint Venture Agreements: setting contributions, distribution waterfalls, promote structures, and major decision rights.
• Capital Call Mechanics: defining what happens when a partner does not fund, including dilution and partner loan remedies.
• Mezzanine Financing: reviewing intercreditor terms and the pledge remedies that operate outside the mortgage.
• Seller Financing: structuring purchase money notes, security, and default remedies for owners financing a sale.
• Exit and Buy Sell Provisions: establishing valuation, timing, and transfer rights so an exit does not require litigation.

Once a property is stabilized, the agreements that govern daily operations become the ones that matter. Management contracts set standards and fees. Brokerage agreements determine who is owed a commission and when. Estoppels and subordination agreements come due whenever a lender or a buyer needs written confirmation of what the leases and the loans actually say.

We keep operating documents consistent with the loan and the leases, because a management agreement that conflicts with a lender requirement creates a default nobody intended. These documents should be reviewed together, not one at a time.

• Property Management Agreements: negotiating scope, fees, termination rights, and the standards a manager is held to.
• Brokerage and Leasing Agreements: defining commission structures, exclusivity, and the tail period after expiration.
• Estoppel Certificates and SNDAs: preparing and reviewing the confirmations lenders and buyers require from tenants and landlords.
• Easements and Access Agreements: documenting parking, ingress and egress, utility, and shared use rights between adjoining owners.
• Consent Requests: handling the lender approvals required for leases, alterations, and changes in ownership.

Financing documents are read carefully once, at closing, and then govern the property for years. The provisions that matter later are rarely the ones that get attention in the rush to fund. We look at loan documents, guaranties, and equity agreements the way a business owner has to live with them, over the full hold period and through the events nobody plans for. Pomeranz Law brings that perspective as outsourced general counsel to Florida companies.

Pomeranz Law provides the negotiating position of counsel who has seen how these documents behave under stress and the continuity to be there when the loan matures, the partner exits, or the market turns.

• We review loan documents at the commitment stage, when the terms can still change and the lender still wants to close.
• We negotiate guaranties for the guarantor, narrowing the carve-outs that quietly convert a nonrecourse loan into personal liability.
• We draft joint venture agreements around the moments partners disagree, because that is when the document gets read.
• We keep the loan, the leases, and the operating agreements consistent, so one document does not create a default under another.
• We remain available after closing, when covenant questions, consents, and refinancing decisions come up on short notice.