Real Estate and Land Use Services Group

Founded in 1953, the law firm of Davis, Gilstrap, Hearn, Saladoff & Smith, P.C. ("Davis, Gilstrap") continues to expand its practice fields while maintaining the passion for service so characteristic of its founders, Sam Davis and Sidney Ainsworth. Committed to service and innovation in every aspect of their professional life, Davis and Ainsworth often overcame formidable odds through the sheer force of their personalities. That same intensity continues to pervade all aspects of practice at the firm, cutting across its many practice groups. The firm's Real Estate Law Services Group shares this energy and is representative of the firm's ongoing commitment to promote quality, efficient service.

The firm's real estate practice involves the preparation, negotiation and review of documentation relating to all aspects of commercial, industrial and residential acquisition and development, leasing, commercial lending, including real estate workouts and zoning and land use. The firm's real estate practice develops strategies for clients' multi-site acquisitions and/or sales by coordinating brokerage, due diligence, title insurance and environmental issues. The firm's practice includes the representation of developers, investors, lending institutions, healthcare facilities, landlords, tenants, contractors and construction managers, real estate brokers and agents (including boards or realtors and multiple listing services), and businesses of various sizes and natures. Mindful of the costs associated with litigation and protracted negotiations, our real estate attorneys employ their skills to assist in designing solutions which meet our clients' legal and commercial challenges.

The Real Estate Law Services Group maintains a broadly integrated practice designed to best serve the business interests of its clients. By drawing on the skills of other legal specialists practicing at the firm, our real estate attorneys offer business solutions which further the overall needs of its clients. It is our approach to resolve real estate issues for our clients, where appropriate, in coordination with attorneys specializing in other areas of legal practice, including corporate, banking, and general business matters.

The Real Estate Law Services Group's practice also involves the formation and business structure of the entity which will purchase or operate the real estate project. The firm has represented or formed non-profit corporations which serve as condominium associations or homeowners associations. The Real Estate Law Services Group develops strategies for incorporation, development of operating by-laws and procurement of IRS tax exemptions.

Davis, Gilstrap's real estate attorneys have earned a reputation for special experience in representing real estate developers and financial institutions. In response to the growing legal needs of the real estate profession, the firm has established a unique group to provide comprehensive counsel and assistance.

We combine extensive experience in development, land use and financing, sensitive to the nature of the current economic climate and with a commitment to provide creative legal services of the highest quality on a cost-efficient basis.

We carefully consider the needs of every client, be it a Fortune 500 company, nationally-based real estate developer, contractor or institutional lender or a local entrepreneur with an idea and a project. We understand the motivations of real estate transactions and recognize that there are many ways to measure the "bottom line". Our active client base includes national and local real estate developers, real estate brokers, financial institutions, institutional-investors, condominium associations, homeowners associations, corporate clientele with real estate portfolios and first-time buyers. We have extensive experience in forming condominium and planned unit development projects. We are also affiliated with a firm providing accomodation services for IRC §1031 delayed exchanges.

In our land use practice, we represent clients in pursuing a wide variety of development, conditional use, and zoning applications before city councils, planning commissions, and county land use hearings officers. We also handle appeals of land use decisions, and appear regularly before Oregon's Land Use Board of Appeals (LUBA). We also maintain strong relationships with various land planning professionals, enabling us to assist clients in every facet of project development and modification.

In our development practice, we focus on acquisition strategies and contract issues concerning liability, such as representations, warranties and indemnities, particularly with respect to environmental matters, transaction conditions and requirements. We counsel our clients that a well drafted agreement will gain and maintain an advantage throughout the course of the negotiation and transaction that is often substantial.

In our financing practice, we have advised financial institutions on all aspects of securing real estate as collateral and enforcing remedies upon default. Because our real estate attorneys have solid backgrounds in structuring development transactions, we can offer lenders the guidance necessary to protect their interest while maintaining the integrity of the transaction.

Through representation of landlords and tenants, we have broad experience with the growing trend of court cases which apply contract law theories to real property principles when interpreting leases. Routine issues of subordination, non-disturbance, assignment, subletting and landlord liens become critical when the transaction starts to unravel and parties are forced to protect their interests.

At Davis, Gilstrap, we believe a legal advisor's approach to representing today's real estate clients must be comprehensive, certain and committed. The concentrated attention of those who care especially about these issues permits us to meet these goals.

Integrated Practice Areas

Those of us at Davis, Gilstrap who focus our talents and energies full time to real estate matters also recognize the benefit to be derived from other departments within the firm. The following is a brief description of how the Real Estate Law Services Group is integrally involved with the firm's other significant areas of practice.

Mergers and Acquisitions
Mergers and acquisitions often include real estate among the assets to be acquired. In these transactions, our real estate attorneys typically negotiate and document agreements of sale and financing agreements, and assist corporate attorneys and other experts in due diligence, transaction structuring and tax planning. Review of the title of or leases relating to the real estate to be acquired, as well as any zoning and land use issues, are normal functions of our real estate attorneys during a merger or acquisition. Therefore, by teaming with corporate and other experts on interdisciplinary issues which arise during these transactions, our clients capitalize on the synergies which result from engaging a full service firm.

Commercial Lending
The firm represents lenders in connection with corporate, commercial and real estate loan transactions.

Environmental Law
Members of the Real Estate Law Group are experienced in environmental legal issues involving real estate and regularly assist the firm's real estate clients in resolving environmental legal isues.

Litigation
With ever increasing frequency, whether as a result of recurring loan defaults or otherwise, real property issues are being litigated at all levels of state and federal court. As a result, our real estate attorneys are often requested to advise clients on litigation matters such as title insurance claims, real estate foreclosures, attachment and seizure of real property, as well as lender liability issues. Our real estate attorneys frequently interphase with the firm's litigation attorneys in matters involving commercial lease defaults, construction contracts and land use litigation