Areas of Practice

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We’re grounded in the business side of transactions. We act as problem solvers and facilitators to closing the deal, without sacrificing the necessary attention to detail involved in sophisticated transactions.

The real estate attorneys at HaasNajarian possess not only the technical legal knowledge, experience and skills required in sophisticated commercial real estate transactions, but also the practical understanding of our clients’ business needs. This combination enables us to identify the key legal and business issues, to provide pragmatic and, when necessary, innovative solutions, and to be efficient and cost-effective. In addition, because our lawyers are grounded in the business side of transactions, we act as problem- solvers and facilitators to closing the deal, not as obstacles. We represent local and national companies, institutions and high net worth individuals in all aspects of commercial real estate. We have extensive experience with all real estate product types, including hospitality, office, retail-commercial, industrial and multi-family. Principal areas of our practice include:

• Acquisition and Development. We are experienced in all phases of the acquisition and development process on behalf of sellers and buyers, from negotiation of letters of intent and purchase and sale agreements through due diligence, title review and overseeing the closing process. Many of our clients ask us to devise structures for their transactions and to locate and coordinate other professionals.
• Real Estate Finance and Equity Investments. We regularly advise borrowers in connection with all types of real estate financings, including construction and permanent loans, CMBS loans, multi-state financings, leasehold financings, sale/leaseback transactions, mezzanine loans, short term variable rate financings, participating mortgages, and subordinate financings. We have handled a number of transactions where the existing loan required defeasance.
• Commercial Leasing. Our commercial leasing clients include landlords and tenants in transactions involving office buildings, shopping centers and other commercial projects in multiple and diverse markets. We also represent landlords and tenants in lease disputes. Our experience in litigating landlord and tenant disputes enables us to draft leases to minimize the potential of disputes.
• Hospitality Industry. We have an extensive background in the representation of clients active in the hospitality industry. We represent owners and developers in connection with hotel acquisitions and dispositions, construction, operations, development, bankruptcies and workouts, and alcoholic beverage licensing. On behalf of hotel owners, we have negotiated management and franchise agreements with most of the major hotel brands, including Marriott, Intercontinental, Starwood, Hilton, Hyatt and Cendant. We are also experienced in all aspects of hotel finance and are familiar with the accounting issues unique to hotels.
• Construction. HaasNajarian represents owners, contractors and subcontractors in a variety of construction law matters. We are well versed in the use and modification of the AIA form construction documents. The firm is a member of the AGC Legal Advisory Committee and chaired the subcommittee that drafted the first long form of subcontract now used throughout the industry. Our lawyers are regular speakers at industry lectures and seminars. The services we provide our construction clients include:
  • General contract and subcontract preparation
  • General contract disputes and claims
  • Payment and performance bond claims
  • Mechanics lien and stop notice matters
  • Labor and employment
  • Construction project workouts

Haas & Najarian’s hospitality-real estate attorneys have significant experience in the acquisition, disposition, management, financing, and construction of hospitality properties. They participate in a number of industry associations (AH&LA, CH&LA, AAHOA and the Academy of Hospitality Industry Attorneys), understand the hospitality industry and maintain business relationships with a number of industry players (including many of the brands, third-party hotel management companies, marketing and feasibility consultants, and brokers), giving them the ability to provide their clients with valuable resources and real time market information. This combination also allows them to identify and focus on the specific issues important to our clients while not losing sight of the big picture.

The firm’s hospitality services include:

Acquisitions and dispositions

Since the acquisition and disposition of hotels is uniquely different from other real estate because hotels are a hybrid asset (consisting of traditional real estate and an ongoing business), Haas&Najarian draws on the collective experience of its real estate, tax, business, employment and litigation attorneys to serve its clients.

The firm has considerable expertise in: 

• Preparing letters of intent, confidentiality and access agreements;
• Reviewing listing/commission agreements;
• Structuring and forming acquiring entities, including joint venture relationships   between hotel   managers and equity partners;
• Assembling teams consisting of appropriate professionals to advise clients on the   selection of the   right “flag” and hotel manager;
• Preparing and negotiating purchase and sale agreements;
• Performing legal due diligence;
• Serving as local counsel to out-of-state law firms;
• Reviewing and negotiating loan documents and preparing legal opinion letters; and
• Shepherding transactions through closing.

Management Agreements

The firm’s attorneys represent owners and managers in the negotiation and documentation of branded and third-party hotel management agreements. Since the wrong manager or bad management agreement can have a significant negative impact on the value of a hotel, the right manager and a fair management agreement are essential for increasing the likelihood of success.

We advise clients on: 

• The pro’s and con’s of branded v. third party hotel management agreements;
• How to align the interests of branded hotel managers with the owner’s interests;
• The length of the term and the need for certain termination rights, including     terminations based on   sale of the hotel, failure of the manager to satisfy       performance standards, cause and convenience;
• Structuring payment of base and incentive fees and subordinating payment to a   return on    investment to the owner;
• Subordination and non-disturbance agreements;
• How to retain control over important matters, such as operating and capital     improvement budgets   and selection of executive staff members;
• How best to hold liquor licenses;
• Exit strategies in case the hotel goes back to the lender;
• How to minimize the owner’s exposure for not funding operating shortfalls; and
• Restructuring management agreements for distressed hotels.

Financings, Loan Workouts and Receiverships

We regularly represent borrowers in the review and negotiation of loan documents for permanent and construction loans. Drawing on our knowledge of the industry, we have handled numerous hotel loan workouts and receiverships.

Construction

From ground up construction to PIP renovation, our attorneys provide clients with the legal framework to get their projects completed on time and within budget. Our construction attorneys have years of experience in representing developers, contractors and sureties and are intimately familiar with the AIA construction agreements and general conditions. Combining their experience with the knowledge of our real estate hospitality attorneys provides our clients with a team of attorneys who understand construction issues specific to hotels. We regularly counsel clients on:

• Selection of architects and contractors;
• Use of construction managers;
• Review and negotiation of construction loan documents;
• Use of design/bid v. design/build and firm fixed price contracts v. cost plus with   guaranteed maximum price contracts;
• Review and negotiation of design and construction contracts;
• Working with franchisors develop realistic milestones and submittal procedures,   including use of the “model/display” rooms;
• Limiting exposure for delay damages, especially for renovation work performed in   an operating hotel; and
• Allocation of risks and liabilities through use of insurance products.

Representative Hotel Transactions

• Represented the buyer in the acquisition, repositioning and later disposition of the   Ilikai Renaissance Hotel in Honolulu, Hawaii in excess of $200,000,000.00.
• Represented the buyer of the Westin Bonaventure Hotel in Los Angeles.
• Represented a developer in the purchase of an office building located at 45 E. 33rd   Street (between Park and Madison) in New York, N.Y., demolition of the existing   office building and ground -up development of a new Hilton Garden Inn. This   engagement involved the negotiation and drafting of a purchase and sale   agreement, the negotiation and review of a land acquisition loan, construction loan   and semi-permanent loan, the negotiation and drafting of design and construction   contracts, the negotiation of a franchise agreement and the preparation and   negotiation of a third-party hotel management agreement.
• Represented The Carlyle Group in the purchase of a portfolio of four hotels in   Northern California. This engagement involved the negotiation of a purchase and   sale agreement, loan documents, franchise agreements and management contracts.
• Represented Sand Hill Property Group in the negotiation of a Residence Inn by   Marriott franchise agreement for a new development in Cupertino, CA.
• Represented the seller of the Holiday Inn Express at Fisherman’s Wharf to a joint   venture consisting of Summit Hospitality and InterContinental Hotel Group.
• Represented Fullwel International Group in the negotiation of a Townplace Suites   by Marriott franchise agreement for a new development in Foster City, CA.
• Represented Holiday Garden U.S. in the purchase of a Residence Inn in   Sacramento, CA from LNR and in the negotiation of a franchise agreement with     Marriott.
• Represented HEI Hotels and Resorts in the negotiation and documentation of   design and construction contracts for the renovation of the Sheraton Dallas North   hotel located in Dallas, Texas and the Marriott hotel located in La Jolla, CA.
• Represented Rim Hotel Group in the sale of a portfolio of hotels to a joint venture   consisting of DLJ Real Estate Capital Partners Funds (an affiliate of Credit Suisse   First Boston) and Windsor Capital Group, Inc. at a purchase price in excess of   $120,000,000.00. The portfolio consisted of seven hotels (two of which were on   ground leases) located throughout California. This transaction involved the   defeasance of a conduit loan made by Nomura Capital and serviced by GMAC.
• Represented the buyer in the purchase of a promissory note from Bank of   American and the simultaneous acquisition by deed in lieu of foreclosure of a   building leased as a dormitory to the University of California at Santa Cruz. This   engagement included the repurposing of the building as a boutique hotel and   negotiation of a construction and semi-permanent loan from Bank of America.
• Represented an out-of-state developer in the ground up development of a 106 room   boutique hotel in downtown Napa known as the River Terrace Inn. This   representation involved the negotiation and drafting of the management agreement   with Driftwood Hospitality, the review and negotiation of a construction loan with   an out of state lender, the negotiation and drafting of the construction contract with   the developer’s general contractor and the negotiation and drafting of a restaurant   lease for an upscale restaurant located adjacent to the hotel.
• Represented Lighthouse Lodging Group in the formation of a joint venture with an   equity party for the acquisition of the Marriott Hotel in Napa, CA, from Sunstone   Hotels. This engagement involved the negotiation of a joint venture agreement, the   negotiation of a franchise agreement with Marriott International and a hotel   management agreement between the joint venture and Lighthouse Lodging Group.
• Represented The Rim Corporation, Inc., as managing partner, in connection with   its joint venture with Angelo Gordon, as the money partner, in the acquisition of the   Holiday Inn Hotel in Emeryville, CA from John Q. Hammons Hotels.
• Represented a court appointed rents and profits receiver in the sale of the Marriott   hotel in Ontario, CA.
• Served as local counsel for Abacus Lodging Investors in the purchase of the   Tuscan Inn at Fisherman’s Wharf.
• Represented a developer in the ground up development of a Staybridge hotel   outside of Denver, CO.
• Represented a developer in the construction of a new Sheraton prototype in   Northbrook, IL. This transaction involved the structuring and formation of the   acquiring entity and the negotiation of a ground sublease, franchise agreement,   management agreement and loan documents.
• Represented a buyer in the purchase and repositioning of the Radisson hotel in   Sunnyvale, CA in a joint venture with Joie de Vivre Hospitality.
• Represented a developer in the purchase of the Shattuck Hotel in Berkeley. This   engagement involved the removal of permanent residents, the eviction of a   restaurant tenant, reinstatement of the restaurant’s liquor license and the negotiation   of a hold-back agreement with the seller to address a number of seller’s pre and   post-closing liabilities.
• Represented an affiliate of Sand Hill Property Group in the sale of the Hilton   Garden in Cupertino, CA. This engagement involved the preparation of a purchase   and sale agreement, restructuring the entity holding the liquor license and   transferring the liquor license to the restructured entity, defeasance of the seller’s   loan and preparation and negotiation of a management agreement under which an   affiliate of seller stayed on to manage the hotel for the buyer.
• Represented a party in the purchase of the Doubletree Hotel at the San Francisco   International Airport. This engagement involved the negotiation of a purchase and   sale agreement, the performance of all legal due diligence, the negotiation of a   management agreement with Hilton Hotels and the negotiation of a shared parking   agreement with the City of Burlingame which later enabled the owner to build a   100 guest room expansion of the hotel.
• Represented the buyer of the Holiday Inn Harbor Gateway Hotel in Torrance,   California from a Japanese lender.
• Represented the seller of the AmeriSuites Hotel located in the Ontario Mills   Shopping Center in Ontario, California.
• Represented the seller of the Estrella Inn & Villas in Palm Springs. This   engagement involved the preparation of the purchase and sale agreement and loan   documents for seller carry-back financing.
• Represented the Port of Oakland in connection with the modification of a hotel   ground lease for the Waterfront Plaza hotel.

We provide our business clients with a full range of legal services relating to both ongoing operations and complex transactions and financings.

We serve businesses of all sizes. Members of the firm have owned and operated various businesses, lending a hands-on expertise to our representation. Our international transactions work focuses on the Pacific Rim and its ever-growing presence in this country. Our practice includes:

• Structuring for corporations, partnerships, joint ventures and limited liability companies
• Working with our firm’s real estate group to identify and address the tax issues that arise in complex real estate transactions
• Mergers and acquisitions
• Private placements, including start-up ventures
• Contract drafting and negotiation

We provide a full range of estate planning and tax services to allow our clients to control and protect their wealth.

Our firm offers estate planning, will and trust preparation and estate and trust administration with a wide variety of additional services to the individual. Our practice includes:

• Preparing wills, trusts and related estate planning documents
• Planning for aging and incapacity
• Analyzing assets, liabilities, cash requirements and
  insurance needs
• Alternatives for protection of the individual, including trusts, durable powers of attorney, health care powers and living wills
• Advice on fiduciary and estate income tax returns and audits
• Will and estate litigation
• Probate administration

Since the firm’s formation in 1973, we have guided our clients through the often Byzantine field of government contracts, both in the structuring and negotiation of contracts, and in the resolution of claims and disputes.

HaasNajarian has a national reputation for its expertise in government contracts. Our government contracts group provides the following services:

• Assisting clients in bidding on federal and state contracts
• Counseling clients on the requirements of federal and state contracts
• Handling all types of bid protests
• Identifying, preparing and presenting claims
• Litigating claims before the appropriate federal courts and contract appeals boards
• Resisting default terminations

We help our employer clients establish employment practices and procedures that implement their vision of the company.

HaasNajarian offers its business and individual clients an array of employment law services, including the preparation of employee manuals, employer liability prevention advice, executive contract formation and negotiation, and litigation of termination and disciplinary matters. Because companies need to structure management/employee relationships in ways that reflect the company’s personal and business philosophies, we work hard to understand the underlying tenets of our clients’ businesses so as to help craft personnel policies and practices that suit each client’s unique world view. Our practice includes:

• Executive contract formation and negotiation
• Employment discrimination charges and litigation
• Wrongful termination litigation
• Breach of contract litigation

Our litigation practice allows us to aggressively defend our clients’ interests, as well as to provide pre-litigation consultation and strategy in order to resolve disputes before they threaten business relationships and transactions.

The firm has experience in a wide range of business and commercial litigation, including government contracts, real estate transactions, construction and construction defect litigation, bankruptcy, and employment related matters. Our attorneys appear before state and federal courts on both the trial and the appellate level, and handle hearings before a number of different administrative agencies. We engage in litigation in all of the firm’s practice areas and participate in mediation and arbitration on behalf of our clients.