A commercial real estate attorney handles the purchase, sale, leasing and financing side of business property. In Florida that means negotiating contracts and leases, running due diligence on title, survey, zoning and existing tenants, structuring ownership, and resolving disputes. Commercial leases fall under part I of chapter 83 and depend mostly on their own terms.
Commercial real estate law is mostly contract law applied to property. Unlike residential rentals, where Florida statutes set many terms that cannot be waived, commercial deals are shaped by what the parties negotiate. That freedom cuts both ways: a well drafted contract or lease protects you, and a careless one can lock you into obligations for years. As part of our real estate law practice, we represent buyers, sellers, landlords, tenants and investors in office, retail, industrial, mixed use and investment property matters.
Buying and selling commercial property
Commercial transactions often start with a letter of intent that outlines price, deposit, due diligence period and closing date. Some terms in a letter of intent are meant to be binding and others are not, and the document should say which. The purchase and sale agreement then sets the details: representations and warranties, the scope of due diligence, conditions to closing, and what happens to the deposit if the deal ends. We negotiate these terms and coordinate the path to closing, which our real estate closings page describes in more detail, including title commitments and Florida's deed and recording requirements.
Due diligence
The due diligence period is the buyer's chance to learn what it is really buying. Depending on the property, we help review:
- Title and survey. Easements, restrictions, encroachments and access, and whether the title commitment's exceptions are acceptable.
- Zoning and permitted use. Whether the planned use is allowed and whether existing improvements conform.
- Existing leases. Rent, term, renewal options, exclusives and any tenant rights to buy, usually confirmed through tenant estoppel certificates.
- Service and management contracts that may transfer with the property.
- Physical and environmental reports ordered from qualified consultants, and what the contract says if they reveal a problem.
Missing a due diligence deadline can cost the buyer its right to walk away with its deposit, so we track those dates closely.
Commercial leasing
Commercial leases in Florida are governed by part I of chapter 83 and, above all, by their own terms. Key points we negotiate for landlords and tenants include:
- Base rent, escalations and who pays taxes, insurance and common area costs.
- The permitted use, any exclusive use rights and signage.
- Maintenance and repair responsibilities for the roof, structure and building systems.
- Assignment and subletting, which matter if a tenant sells its business.
- Personal guaranties and how they can be limited.
- Default, notice and cure periods, and renewal options.
If a commercial tenancy breaks down, the statutes are less forgiving to tenants than in residential cases. For nonpayment, section 83.20 calls for three days' written notice, and section 83.232 requires the tenant to deposit the alleged rent into the court registry by the answer deadline. Our landlord and tenant law page explains how the residential and commercial rules differ.
Planning a purchase or reviewing a lease? Request a free consultation and send us the letter of intent, contract or lease draft.
Financing and lender requirements
When a purchase is financed, the lender brings its own checklist. Commercial lenders commonly require a lender's title policy, a current survey, proof of insurance, estoppel certificates from existing tenants and, in many cases, agreements in which tenants confirm their leases will stay subordinate to the loan in exchange for protection if the lender ever takes over the property. Those requests can affect your tenants and your timeline, so we review the loan commitment alongside the purchase contract and the leases and flag conflicts early, before they hold up closing.
Selling commercial property
Sellers have their own work to do. Buyers will ask for rent rolls, copies of every lease and amendment, service contracts and records of security deposits. The contract will contain representations about the property that the seller must be able to stand behind, and at closing the leases and deposits are typically assigned to the buyer and rents are prorated. Preparing those materials before the property goes under contract makes due diligence smoother and reduces the room for disputes after closing.
Land use and zoning
What you can build or operate on a property depends on the zoning and land development rules of the city or county where it sits. A purchase can fail, or a business can be stuck, if the intended use is not allowed. We review zoning questions as part of due diligence and help owners and investors with land use and zoning matters when a change in use, a variance or another approval is needed. Because these rules are local, the answer for a property in Orlando can differ from one in Fort Lauderdale.
Ownership structure and investor strategy
Many commercial properties are held in a company rather than in an individual's name, which affects liability, financing and how the investment passes to the next generation. We work with owners on business formation and operating agreements so the entity and the property documents fit together, and with investors holding several properties on investor asset maximization: reviewing leases, title and ownership across a portfolio to find gaps and opportunities. That review often turns up practical issues, such as a lease that was never signed by the current owner, a renewal option nobody tracked, a property still titled in a dissolved company, or a guaranty that no longer matches the tenant. Fixing those issues before a sale or refinance is usually simpler than fixing them during one.
Where we help
We assist commercial clients throughout Florida from our offices in Fort Lauderdale, Indian Harbour Beach and Orlando. Central Florida owners, tenants and investors can meet with us at our Orlando office. Because the firm limits its caseload, you work directly with an attorney on your deal.
