Real Estate

Represented a residential real estate company in a proceeding brought by a former employee claiming disability discrimination after the employee was terminated for being absent from work for a number of days in excess of the company’s stated policy. The matter tested the interplay between the employer’s absence control policy and the reasonable accommodation requirements of the ADA and leave requirements under the FMLA.

Represented a national property management company in an EEOC proceeding brought by former employee claiming that the termination of her employment was race and gender discrimination. This proceeding arose out of events that occurred outside of the workplace during the company’s holiday party.

Pursued claims on behalf of a real estate developer in the Houston Galleria area. The developer was building a 15-story office building next to an apartment complex. The apartment complex complained the tower crane being used to construct the office building was trespassing on the airspace above the complex. The real estate developer filed suit seeking a declaration that the tower crane was not trespassing on the apartment complex’s airspace. Obtained a dismissal of all claims against the client without payment of any damages.

Represented TGS Cedar Port Partners, L.P. in connection with the acquisition of the largest industrial park in the greater Houston market, comprising of approximately 10,600 acres of unimproved land, a 300,000 square-foot rail-served warehouse on approximately 18 acres of land, and approximately 56 miles of rail and associated storage yards, switches and appurtenances.

Represented a regional shopping mall developer in a lawsuit arising from a dispute with its general contractor on the expansion of its retail development; resulting in three (3) separate lawsuits involving claims by client/developer against the contractor for construction chargeback items, delay damages, and deductive change order work.

Preparation of condominium declaration and related governance documents for mixed-use condominium project in the City of Houston, Texas.

Represented Midway in a collaborative partnership with Texas A&M University, among others, in connection with the financing, development and pre-leasing of phase one of an approximately 60 acre multi-phase mixed-use project in College Station, Texas known as Century Square, which, once complete, will include two full-service hotels, office, retail, restaurants, entertainment, loft apartments and more.

Represented various landlords and real estate developers in the negotiation of office and retail leases with national chains and local tenants.

Successfully defended both a no-evidence and a traditional motion for summary judgment moving to dismiss all claims filed by a mixed-use real estate developer against its former joint-venture partner.

Represented the owner of a Houston-based industrial pump services company in connection with the sale of all of the capital stock of the company to a Chicago-based private equity firm.

Represented the developer of master-planned communities in the purchase of raw land for residential construction.

Represented the City of Austin in the acquisition of a golf course for municipal use.

Represented management in the acquisition of a certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

Restructure of subchapter S corporations and separation of operating assets from real property assets of a cut to length and steel processing business in anticipation of going to market with the sale of the operating business.

Representation of the developer of a multi-phase, mixed-use, urban infill development in the negotiation of the underlying development services agreement and the negotiation of a long-term lease agreement with a regional grocer as the key tenant for the first phase.

Represented a California-based construction and retail real estate development, re-development, and renovation company in a multi-state dispute concerning the use of its name by a former shareholder. A resolution was obtained shortly after filing a lawsuit seeking a temporary restraining order, temporary injunction, and permanent injunction.

Represents a national real estate investment trust in connection with all landlord/tenant disputes for its shopping mall properties in Texas.

Preparation of restrictive covenants for master-planned mixed-use communities in Dallas-Fort Worth region, including various subordinate restrictive covenants and condominium documentations.

Represented the purchaser of waterfront property adjacent to the Port of Texas City from a subsidiary of Dow Corning.

Represented developer in connection with construction, development, ground leasing, leasing and management of medical office buildings.

Negotiation of Chapter 380 and development and reimbursement agreements with various utility districts and private water and wastewater service providers.

Representing Houston-based real estate developer in Texas state court action involving claims for breach of contract and declaratory judgment related to a retail anchor-tenant’s breach of its lease and the resulting delay in funding and construction of a sizeable mixed-use commercial retail development.

Successfully represented mixed-use real estate developer in claims for breach of contract, breach of warranty and construction defect against its former general contractor involving substantial water infiltration in two luxury apartment buildings.

Representing a real estate trust that owns, develops, and operates shopping malls in various capacities. Representation includes addressing, bonding around, and invalidating materialmen and mechanics’ liens and resolving disputes with tenants over fees, leasing payments, nuisance allegations, and more.

Represented Integra Realty Resources – Houston (a real estate appraisal and services company) in the sale of its business to Jones Lang LaSalle (JLL).

Represented the owner and operator of bulk storage facilities in the acquisition of a 430,000 barrel storage facility and terminal and the acquisition of approximately 220 acres of undeveloped real property for future development.

Obtained summary judgment on all claims asserted by commercial landlord following material breach and termination of commercial real estate lease.

Represented an international plastics and chemicals manufacturer and distributor in the acquisition, lease and rail service of a build-to-suit, rail-served industrial distribution center.

Represented the developer in the acquisition and development of a multi-building industrial business park, including a multi-building lease with an international chemical manufacturing company.

Represented the buyer of a privately-owned golf course in Austin County, Texas.

Defending a technology managed services firm against claims for breach of a commercial lease.

Pursued claims on behalf of a developer for breach of a contract following its attempt to purchase a piece of real estate. The client executed an agreement to purchase the property with an agent for the seller, but was then informed that the property’s tenant had exercised its right of first refusal to purchase the property. Our client subsequently learned that the seller backed out of the sale with the tenant and our client sought to enforce its original purchase agreement. The seller argued that the agent who brokered the deal did not have authority to execute the agreement with our client. The parties settled the lawsuit on favorable terms to our client.

Pursuing claims on behalf of a shopping mall developer in The Woodlands, Texas, for breach of a commercial lease. The unsuccessful tenant abandoned the property and attempted to terminate the lease on the basis that the landlord did not provide sufficient parking.

Represented real estate developers in the acquisition of raw land for residential construction.

Represented developer in drafting subdivision restrictions and related property owner association governance documents.

Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).

Representation of the developer of a multi-phase, mixed-use, urban infill development in Houston.

Representation of a developer and operator of multi-unit residential facilities.

Represented the developer of a 30-acre mixed use development in College Station, Texas, including multifamily, hospitality and retail components.

Preparation of condominium declaration and related governance documents for mixed-use condominium project in Houston.

Represented Houston-based Welcome Group in the contribution of its portfolio of real property to a newly-formed joint venture with New York-based Almanac Realty Investors, which committed $300 million in growth capital to the new venture.

Represented the buyer in the purchase of several tracts of land in Polk County, Texas. Responsible for the review of due diligence materials and surveys, drafting of corporate consents, closing statement and other closing documents, and handling the closing.

Represented the buyer of a national chain of dollar stores in Harris County, Texas. Responsible for drafting ancillary documents, due diligence regarding the property and handling the closing.

Represented the buyer in the purchase of two ground lease locations of a national chicken fast food restaurant in Houston, Texas, with each purchase valued at approximately $2,000,000. Handled the transaction from inception to close and served as primary point of contact for the client.

Represented the seller of twenty-seven (27) franchises and locations of a national burger fast food restaurant with a purchase price of approximately $65,000,000. Active in day to day management of the transaction, drafting of the asset purchase agreement and other ancillary documents, reviewing and responding to the objections to the title commitment and responsible for obtaining all landlord consents and estoppel certificates.

Represented the buyer of five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.

Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.

Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.

Represented the seller of all stock in a electrical process heater corporation in a two tranche closing, with the first closing valued at approximately $25,000,000 and the second closing value being determined in 2021 based on a multiple of the company’s EBITDA. Drafted the disclosure schedules, restrictive covenant agreements, corporate consents, secretary certificates and funds flow spreadsheet.

Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.

Represented of national home builder in the acquisition of an approximately 80-acre tract of land in Harris County for development as a residential subdivision community, and negotiation of associated conveyance documents, land bank documents, development agreements with adjacent land developer, and financing and reimbursement agreements with the Municipal Utility District.

Represented a residential subdivision developer in the acquisition of an approximately 88-acre tract of land in Collin County, Texas, and drafted and negotiated the development and construction agreements, off-site easements and related agreements, and public improvement district restrictions and documentation.

Represented Midway in the refinancing of their construction loan into permanent financing for the 100 Park multifamily development at Century Square in College Station, Texas.

Represented Elite Street Capital Waterstone Equity DE, LLC, in a debt refinance of apartments in Baltimore County, Maryland. The Lender was The Federal Home Loan Mortgage Corporation (Freddie Mac) and the Loan Servicer was Greystone Servicing Company, LLC.

Represented Kirby Grove Lofts Venture, LLC, an affiliate of Midway, in the refinancing of the Avenue Grove multifamily development. The Lender was Wells Fargo.

Represented client in connection with the acquisition of approximately 500 acres in Montgomery County, Texas, and in connection with the subsequent sale of right-of-way frontage to a commercial developer. Transaction included negotiation of terms for a land swap with a municipality in connection with construction of new municipal facilities, as well as development and financing agreements with newly formed in-city municipal utility districts.

Represented a strategic buyer in a transaction to acquire the equity interests of a company operating one of the largest T-Mobile Premium Retailer networks in the U.S., as well as representing the strategic buyer in its efforts to acquire senior debt financing to fund approximately $50 million of the purchase price, as well as in a related private offering to raise approximately $37 million of the purchase price.

Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.

Represented a residential subdivision developer and homebuilder of the acquisition and development of raw land and developed lots in the Houston, Austin, San Antonio and Dallas/Fort Worth building markets to provide additional housing options to suburban communities.

Ongoing representation of a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy.

Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million through a private offering under Regulation D of the Securities Act of 1933.

Represented an online learning management company in connection with the merger with a sales training software company.

Represented an affiliate entity of client in connection with the acquisition of 110 platted, but undeveloped lots located in Huffman, Harris County, Texas.

Represented an affiliate entity of client in connection with the sale of approximately 2.36 acres of raw land in Montgomery County, Texas, to be developed into a car wash.

Represented a Texas-based insurance agency in a sale of its assets to an international brokerage.

Represent private industrial developer in development of land for build-to-suit and spec industrial facilities and supportive retail and commercial space.

Represent private developer in connection with the acquisition and financing of office building in Houston, Texas.

Representation of transportation authority on the drafting and negotiation of lease to local governmental corporation and related agreements of approximately 30 miles of rail-banked corridor for purposes of development of trail system.

Represent private school in connection with the acquisition of office building for and land parcels and negotiation of AIA construction contracts for expansion of school facilities and address related land use issues regarding same.

Represented private company in connection with acquisition of multiple parcels of developed and improved land (including an automotive repair and salvage yard site) in the vicinity of a Rail corridor located in the City of Houston, Harris County, Texas for expansion of light industrial and office headquarters, and resolve related title and survey issues and identify environmental concerns regarding same to accommodate the planning and re-development of acquired sites.

Represent private developer in the development and sale of retail shopping center including negotiation and drafting of contracts for sale of improved and unimproved commercial parcels, reciprocal access easements and cost-sharing agreements and incentive agreements with municipalities.

Represent private developer in the drafting and negotiation of various agreements including restaurant, retail and office leases, food hall licenses, performance agreements, and parking agreements for a historic mixed-use center located in the Central Business District of Houston, Texas.

Represent national homebuilders in the negotiation and drafting of documents for the acquisition and development of undeveloped acreage and developed lots for master planned communities in the Houston, Dallas-Fort Worth, Austin and San Antonio market areas, including drafting and negotiation of contracts, easements, development and financing agreements, escrow and cost-sharing agreements for regional improvements between owners, and subdivision restrictions and property owners association formation.