Commercial real estate transactions involve much more than signing on the dotted line. Whether you're purchasing an office building, leasing retail space, or developing land for a new project, the process is layered with legal, financial, and regulatory complexities. This is where a commercial real estate lawyer steps in. These legal professionals specialize in navigating the intricate landscape of property law, ensuring that deals are not only legally sound but also aligned with their client’s business interests.

A single oversight in a contract or a misunderstanding of zoning regulations can have long-term consequences—delays, lawsuits, or even financial loss. For many business owners and investors, these transactions represent a significant investment. Having a lawyer who understands the nuances of commercial property law helps reduce risk, protect assets, and move deals forward with clarity and confidence. They don't just review paperwork—they proactively identify red flags, negotiate favorable terms, and help avoid costly missteps.

At JH Legal, our commercial real estate team supports clients across Los Angeles and beyond with tailored legal guidance from the start of a deal to its closing. Whether you're an international investor, a developer expanding your portfolio, or a small business leasing space for the first time, we ensure every transaction is handled with diligence and precision. In this post, we’ll walk through the specific roles a commercial real estate lawyer plays—step by step—so you can better understand what to expect when working with one.

Negotiating and Drafting Contracts

Initial Negotiations and Letters of Intent

Every commercial property deal starts with a conversation. Whether you're leasing warehouse space or purchasing a multi-tenant retail building, the early negotiations shape the structure of the entire transaction. One of the first key documents in this phase is the Letter of Intent (LOI). Though not always legally binding, the LOI lays out the framework of the deal—purchase price, due diligence timelines, contingencies, and key responsibilities of each party.

Key Elements in Drafting Real Estate Agreements

Once the LOI is in place, the formal purchase and sale agreement (PSA) or commercial lease is drafted. This is where details matter. Our team at JH Legal works closely with clients to ensure all essential elements are addressed—property description, financing conditions, escrow arrangements, representations and warranties, indemnification clauses, closing timelines, and more.

Identifying and Mitigating Potential Risks

Beyond getting the deal terms right, one of the most important roles of a commercial real estate lawyer is risk mitigation. Poorly structured contracts or overlooked clauses can expose clients to serious legal and financial liabilities. At JH Legal, we flag red flags early—ambiguous language, unfair allocation of liability, gaps in representations, or overly aggressive default provisions.

Conducting Due Diligence

Title Searches and Review

Due diligence is a critical phase in any commercial property transaction, and it starts with a thorough title search. Our legal team works with title companies to identify any encumbrances, liens, easements, or defects in the property’s ownership history. These issues can delay closings—or worse, lead to litigation if not properly addressed.

Zoning and Land Use Verification

Zoning and land use regulations can make or break a commercial investment. Before signing any agreement, we verify the zoning status of the property to ensure it aligns with the client's intended use—whether that’s running a restaurant, developing a warehouse, or converting a site into mixed-use space.

JH Legal conducts zoning due diligence by reviewing municipal codes, consulting with planning departments, and analyzing historical permits or variances. If the property requires rezoning, variances, or special use permits, we guide clients through the application process and represent them in hearings if needed. This step helps clients avoid acquiring property they can't legally use as planned.

Assessment of Property Liabilities and Compliance Issues

A property may look good on the surface, but legal and regulatory issues can lurk underneath. Our job includes identifying potential liabilities—like unresolved environmental concerns, ADA compliance issues, or outstanding building code violations. For existing structures, we may also coordinate with inspectors or engineers to flag deferred maintenance or required upgrades that affect valuation or risk.

Compliance doesn’t end at closing. We help clients anticipate their ongoing obligations—such as stormwater management, occupancy permits, or required disclosures for future tenants. 

Structuring and Securing Financing

Commercial real estate deals often hinge on the financing. Whether it's a traditional mortgage, a private equity investment, or a hybrid funding structure, how the deal is financed has significant implications for both risk and return. A commercial real estate lawyer plays a critical role in helping clients assess their financing options and structure deals that align with their investment goals.

Advising on Financing Options and Structures

Every project comes with its own financial complexities. Lawyers advise clients on the most suitable financing arrangements based on the transaction type, asset class, and ownership structure. For example, a property held by a limited partnership may involve different legal considerations than one purchased through a corporate entity or trust. At JH Legal, we help clients evaluate the legal impact of different financing models, including fixed versus variable-rate loans, mezzanine financing, and sale-leaseback arrangements.

Preparing and Reviewing Loan Documents

Loan agreements are often dense, technical, and loaded with conditions that can affect a borrower’s long-term flexibility. Commercial real estate lawyers ensure that loan documents—from term sheets to security agreements—clearly reflect the client’s understanding of the deal. We review and negotiate provisions related to interest rates, repayment schedules, default clauses, prepayment penalties, and collateral. Our goal is to protect clients from ambiguous language or unfavorable terms that might go unnoticed without a legal review.

Ensuring Compliance with Lender Requirements

Lenders typically impose a range of legal requirements before funding a commercial property transaction. These can include title insurance, zoning compliance, financial disclosures, and environmental assessments. At JH Legal, we coordinate closely with lenders to ensure that all conditions are met, all certifications are obtained, and all legal documentation is in order. By doing this, we help prevent delays and reduce the risk of disputes down the line.

Handling Regulatory and Compliance Issues

Beyond the financial and contractual aspects, commercial property transactions must comply with a web of local, provincial, and sometimes federal regulations. Legal missteps in this area can lead to fines, legal disputes, or even the nullification of a deal. That’s why regulatory compliance is a key area where legal support is not optional—it’s essential.

Navigating Local and Provincial Regulations

Zoning laws, building codes, and municipal planning rules vary from one jurisdiction to another. A property that’s ideal for retail use in one zone may not be permissible for that use elsewhere. JH Legal assists clients in reviewing local and provincial regulations to ensure that the proposed use of the property aligns with all legal requirements. This helps avoid costly mistakes such as purchasing a building only to discover it's not zoned for the intended business operations.

Addressing Environmental Compliance Concerns

Environmental liability is a serious issue in commercial real estate. If a property has existing contamination—whether from past industrial use or underground storage tanks—the new owner could be responsible for cleanup costs. Our legal team works with environmental consultants and conducts thorough reviews to identify potential risks. We help clients navigate obligations under provincial environmental statutes and, where needed, negotiate indemnities or remediation plans into the transaction.

Securing Necessary Permits and Approvals

Before a commercial property can be developed, renovated, or repurposed, various permits and government approvals are often required. This may include development permits, occupancy certificates, signage approvals, or business licenses. At JH Legal, we assist clients in identifying which permits are needed and help prepare the necessary documentation to secure them efficiently. This proactive approach reduces delays and ensures smoother transitions from acquisition to operation.

Managing the Closing Process

Once the negotiation and due diligence phases are complete, the transaction moves to closing—a critical juncture in any commercial real estate deal. At this stage, a commercial real estate lawyer’s role becomes indispensable in ensuring that all the necessary documents are prepared, reviewed, and executed correctly. Here’s a closer look at how a lawyer manages the closing process:

Preparing and Reviewing Closing Documents

The closing process involves a mountain of paperwork, from the deed of sale to loan agreements, title transfers, and more. A commercial real estate lawyer is responsible for preparing these documents and reviewing them thoroughly to ensure they reflect the terms negotiated by the parties involved. This includes verifying that there are no discrepancies in the language that could lead to future disputes. By ensuring all documents are correctly drafted and legally sound, a lawyer helps facilitate a smooth transaction and protects their client’s interests.

Coordinating with Parties to Finalize the Transaction

Real estate transactions involve multiple parties, including buyers, sellers, lenders, and title companies. A commercial real estate lawyer coordinates communication between these parties, ensuring everyone is on the same page before the deal is finalized. They ensure all pre-closing requirements—such as financial arrangements, inspections, and approvals—are met. By managing these logistics, the lawyer ensures that the closing is timely and efficient, preventing delays and unnecessary complications.

Resolving Last-Minute Legal Issues

Even after everything seems ready to go, last-minute legal issues can arise, which may prevent the deal from closing. Whether it’s a title dispute, zoning concerns, or unexpected liabilities, a commercial real estate lawyer is there to resolve these issues before they jeopardize the deal. They have the expertise to address any unforeseen complications and can negotiate or take  legal action if necessary to ensure that the deal moves forward.

Post-Closing Responsibilities and Support

The responsibilities of a commercial real estate lawyer don’t end once the deal is closed. In fact, there are several key tasks they handle after closing to ensure the transaction is properly completed and that their client’s interests are fully protected moving forward.

Filing and Recording Legal Documents

Once the transaction is complete, the lawyer’s role shifts to ensuring that all necessary legal documents are filed with the appropriate authorities. This typically includes recording the deed, the mortgage, and any other documents that establish ownership and financial obligations. A commercial real estate lawyer will make sure these documents are filed with the county or city recorder’s office to make the transaction legally binding and to ensure that the client’s ownership rights are properly documented.

Handling Escrow and Trust Accounts

During the closing process, funds may be held in escrow until all conditions are met. After closing, a commercial real estate lawyer is responsible for managing escrow accounts and ensuring that the funds are disbursed according to the terms of the agreement. This may include distributing funds to the seller, paying off existing liens, or satisfying other financial obligations. By handling these trust accounts properly, the lawyer ensures the financial elements of the transaction are completed smoothly and in compliance with legal requirements.

Advising Clients on Post-Transaction Obligations and Best Practices

Even after the deal is done, there are often ongoing obligations and responsibilities that clients need to address. A commercial real estate lawyer provides valuable advice on post-transaction issues such as compliance with zoning laws, tax implications, and future property management best practices. Whether it’s assisting with lease agreements, helping navigate tenant disputes, or offering strategic counsel on property development, the lawyer remains a trusted advisor long after the closing table.

Commercial real estate transactions are intricate and require careful attention to detail at every step. From the initial negotiations and drafting of contracts to handling the closing process and providing post-transaction support, a commercial real estate lawyer plays a crucial role in ensuring that deals are structured properly, risks are mitigated, and the interests of all parties are protected. Whether you're buying, selling, leasing, or developing, having a knowledgeable legal team like JH Legal by your side can help you navigate the complexities of commercial property law with confidence and ease.

At JH Legal, our experienced team is dedicated to guiding clients through every phase of a commercial real estate transaction. We understand that each deal is unique, and we tailor our services to meet your specific needs. Whether you're a first-time investor or a seasoned developer, we’re here to provide you with the legal support you need to make informed decisions and achieve your goals.

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