Negotiating Representations and Warranties in Commercial Real Estate Contracts

About the Course:

Representations and warranties are one of the most contentious and enduring aspects of negotiating commercial real estate transactions. If not negotiated and drafted adroitly, representations and warranties can prove to be a source of long-term liabilities and angst for sellers of commercial real estate.

This session discusses the definitions and significance of dozens of provisions that appear in the representations and warranties section of commercial contracts. Mr. Larry Woodard provides keen negotiating insights for both buyers and sellers of commercial real estate. The following are among the issues discussed:

  • What are the differences between representations and warranties in terms of materiality and reliance?
  • What are the best practices for negotiating knowledge carve-outs for representations and warranties?
  • When is it advisable to commission opinion letters from law firms? What are the associated liability issues?
  • What kind of reps and warranties can risk piercing the corporate veil?
  • What is the definition of "successor developer" and what are the consequences in terms of inheriting (criminal) liabilities?
  • What kinds of complications in terms of employment and sales tax liabilities may arise if the seller has retail tenants?
  • What are the best methods to cause estoppel certificates to be produced?
  • How can sellers limit the definitions of marketable title?
  • What kinds of carve outs should sellers negotiate to be part of the reps and warranties addressing environmental issues?
  • How can sellers limit reps and warranties vis-a-vis tenant leases?
  • What should purchasers and sellers of commercial real estate know about surviving agreements?
  • What are key terms to be negotiated with respect to pre-closing breaches and post-closing breaches?

Course Leader: Larry Woodard, Partner, Robbins, Salomon & Patt, Ltd.

Larry Woodard has represented Fortune 500 companies, private developers, condominium associations, units of local government, investors, landlords, tenants, private REITs and syndications in the development, financing, leasing, zoning, acquisition or disposal of their real estate interests. His practice also extends into general business transactions and governance, construction and mechanics lien litigation and asset protection. He has experience negotiating and documenting a broad range of transactional matters, including letters of intent, asset and stock sales, joint ventures, buy-sell agreements, operating agreements, partnership agreements and non-disclosure agreements.

Larry is a real estate developer and investor and is a licensed real estate broker and real estate brokerage instructor. He is the chair of our firm's construction law group.

Larry is a member of the real estate sections of the American, Illinois and Chicago Bar Associations and sits on the Condominium Law Subcommittee of the Chicago Bar Association. He is also an active member of the Chicago Association of Realtors, the Northern Illinois Commercial Association of Realtors and the International Council of Shopping Centers. He was recently named the General Editor for Illinois Institute for Continuing Legal Education (IICLE) ILLINOIS CONDOMINIUM LAW handbook.

Course Length: Approx. 1.5 hours

$295.00 PER USER

Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at