Representative Matters

Lead counsel for Blackline Partner in connection with the formation of a joint venture with Artemis Real Estate to develop the Blackline Cold Storage facility

Represented owner in resolving contract disputes and project close out of a $128 million athletic complex.

Representation of Management in the purchase of certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

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 client in connection acquisition of large acreage and sale of same to commercial developer for lease by anchor grocery tenant, and additional sale of commercial pad sites and acreage for development of a residential subdivision to homebuilder partnership. The transaction included the negotiation and drafting of access easements and of development agreements to ensure appropriate allocation of costs and responsibilities for completion of regional roadway, utility and drainage facilities serving the commercial outparcels and residential subdivision to be developed, and the client’s retained land to be developed for commercial uses. The subject property covers jurisdictions of two different municipalities (Conroe and Willis) and two separate in city municipal utility districts contributing to the water, wastewater, drainage and roadway facilities and improvements serving the intended development. In this regard, the transaction also included financing and development agreements with MUDs in the formed for two municipalities.

Represented shareholder in buyout of remaining shareholder in the commercial paving industry.

Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of their valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on pre-sale representations allegedly made by the entrepreneurs. In doing so, the buyer sought to avoid paying the bulk of the purchase price for the entrepreneurs company. On competing summary judgment motions, the New York Supreme Court Commercial Division rejected the buyer’s claims (including claims for fraud, breach of contract, indemnification, and set-off) and granted the entrepreneurs affirmative claims for breach of the various promissory notes at issue. The New York Court also awarded attorney’s fees to the entrepreneurs.

Lead counsel in connection with the recapitalization of the company in joint venture with Almanac Realty and lead outside counsel for subsequent acquisition, development and financing transactions

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 developer/purchaser in acquisition of 300+ acres in Harris County ($6MM) and negotiation of water and sewer service contracts.

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

Codevelopment and operation of a powered generation facility by an industrial client and independent power producer using steam generated by emissions control equipment

Sale of all general partnership and limited partnership interest in an asphalt, aggregates and construction materials business, transfer of related real property to excluded entities and lease of related real property to a publicly owned purchaser, including negotiation of risk mitigation provisions relating to disputed liquidated damages of the company and other matters that were to be resolved after closing.

Represented both landlords and tenants in drafting and negotiating various commercial leases, including anchor tenant leases, gross sales leases, ground leases, industrial leases, office leases and retail leases.

Represented the purchaser in the simultaneous acquisition of five separate tracts, totaling approximately 343 contiguous acres in Needville, for a planned subdivision development.

Lead outside counsel for real estate and private equity investments for a large single-family office