Real Estate

Gould & Ratner’s Real Estate Practice handles all phases of the acquisition, development, financing, zoning, leasing and sale of real estate, representing lenders, borrowers, developers, equity investors and owners. 

Experience and Responsiveness

Our real estate attorneys collectively have decades of experience, drawing upon diverse backgrounds in the industry.  Their commitment to outstanding client service includes:

  • Small teams providing continuity of service and central points of contact
  • Small teams yield maximum cost efficiency for our clients
  • Senior-level partners actively work on projects, not just oversee them

Full-Service Practice

We handle a broad range of matters for clients, who range from large, national real estate development and management companies to local and regional middle-market businesses, as well as entrepreneurs and family offices. Some of our more prominent, large-scale projects throughout the United States over the past several years that we have handled as lead transaction counsel includes the Sears Tower (now Willis Tower), Rockefeller Center and Snowmass Village (Aspen, Colo.).

Our experience includes complex matters involving:

  • Multi-parcel assemblage/entitlements
  • Office, industrial and residential developments
  • Tax-free exchange transactions
  • Mixed-use developments
  • Common interest communities
  • Retail projects of all sizes
  • Construction and mortgage financing
  • Commercial leasing
  • Ground and air rights leases

Our lawyers also have been retained for a wide variety of specialty projects, including new community, golf course and resort and reclaimed property projects.  In addition, we have extensive experience in real estate workouts and counseling lenders and borrowers in dealing with distressed assets. 

Tax Issues

When tax issues arise, we involve our real estate tax professionals early in the transaction process to ensure that such issues are addressed. Our practice encompasses all areas of real estate and taxation for developers, owners, real estate development and management companies, and businesses that own or lease real estate.

We have vast experience in the field of Illinois property taxation law, defending assessment appeals before the Cook County and other local assessors, the Board of Review, the Property Tax Appeal Board of the State of Illinois and in the Circuit Courts.

We handle the full range of property tax issues including:

  • Advising on complex valuation issues for large commercial and industrial properties
  • Litigating property tax exemption matters
  • Defending undervaluation complaints
  • Obtaining Certificates of Error and refunds in illegal tax rate cases

Representative Matters

  • Counsel for several significant Chicago Loop commercial properties, including 180 N. LaSalle, 222 N. LaSalle, 231 S. LaSalle, 111 W. Jackson, 20 N. Wacker and 1 N. State (retail).
  • Counsel for sale of 111 E. Wacker and 233 N. Michigan.
  • Purchase of loan secured by 11 S. LaSalle.
  • Local counsel for purchase, financing and sale of 600 W. Chicago.
  • Negotiation of lease for Chatham Centre in Schaumburg.
  • Local counsel for group that acquired the Sears Tower (now Willis Tower) in Chicago, including $825 million of securitized mortgage and first- and second-level mezzanine financing.
  • Negotiation of ground lease and easements, covenants and restrictions for use of adjacent parking structure in connection with the development of a 360-room all-suites hotel in Chicago. Representation included negotiation of management agreement with major hotel chain, negotiation of construction and mezzanine loan financing and negotiation of sale of hotel prior to opening.
  • Negotiation of long-term lease for the Cadillac Palace Theatre in connection with its renovation as a major Chicago theater for Broadway shows.
  • Negotiation of management agreement and financing with major hotel operator in connection with the development of a 369-room hotel in Chicago O’Hare area. Representation included negotiation of construction financing and construction agreement, negotiation of restaurant facilities to major Chicago restaurant operator, refinance of hotel after completion of construction and sale of hotel after stabilization.
  • Acquisition of retail portion of Chicago building being subdivided into retail and office parcels, including negotiation of $40 million securitized mortgage and mezzanine financing. Representation included review of declaration of covenants, conditions restrictions and easements governing operation of the building.
  • Obtained affirmance of trial court’s refusal to pierce the veil of general partner in connection with dispute over multimillion-dollar real estate development, strengthening Illinois protection for corporate entities.
  • Represented regional bank in dispute concerning a restrictive covenant affecting the development of an outparcel property. Successfully obtained release of restrictive covenant for nominal consideration pre-trial.
  • Represented national chain of retail optical stores in a dispute with Chicago-based developer seeking to alter client’s premises to facilitate substantial renovation/redevelopment of downtown Chicago office building. Successfully obtained both preliminary and permanent injunctive relief enjoining developer from infringing on tenant’s leasehold interest and significant rent concessions from developer to obtain future cooperation with redevelopment efforts.
  • Represented mining concern in dispute over disbursement of $5 million held under the terms of an escrow agreement executed in connection with a settlement of a condemnation action
  • Represented numerous condominium developers in disputes with independent condominium boards concerning allegations of construction defects, underfunded capital reserve accounts and underpayment of assessments before turnover to association. Also represented numerous condominium developers in partnership disputes concerning construction cost overruns and breaches of fiduciary duties.
  • Represented numerous sellers and buyers in lawsuits seeking specific performance.
  • Represented several downtown office building owners in numerous lawsuits filed by current and former tenants disputing the allocation and calculation of expenses and real estate taxes.
  • Represented landowners from neighboring landowner’s lawsuit alleging the existence of a prescriptive easement.
  • Represented shopping center developer in the acquisition and development of an approximately 450,000-square foot shopping center, including the negotiation of the purchase and sale agreement, acquisition of property, review of plat of subdivision and associated easement agreements, negotiation of site development agreement with big box anchor, and negotiation of reciprocal easement and operating agreement.
  • Represented shopping center developer in the acquisition and re-development of a 20,000-square foot strip center development, including the negotiation of the purchase and sale agreement, acquisition of property, negotiation with existing tenant to buy-out existing lease, and drafting of reciprocal easement and operating agreement.
  • Represented regional developer in negotiation, drafting and review for purchase of a partially constructed 735,000-square foot “lifestyle center” with three major big box anchor tenants.
  • Represented national retailer in its development, leasing, acquisition and construction of over 50 sites. These projects range from fee purchases to ground leases, reverse build-to-suit and build-to-suit leases to leasehold acquisitions, including due diligence review, drafting and negotiation of all transaction documents, and the negotiation and resolution of construction disputes.
  • Represented junior anchor tenant in relocation efforts for retail store, including negotiation, drafting and review of lease termination agreement, and review of relocation lease.
  • Represented real estate investor in acquisition of fee interest in property encumbered by long-term, triple-net retail leases, including the acquisition of triple-net leases with a local banking institution as well as a national office supply store.
  • Represented one of the largest private institutional apartment owners in the disposition of approximately $1.0B of assets from its securitized portfolios.
  • Represented and negotiated multiple borrowers in a distressed debt workout.
  • Representation of clients in the acquisition, sale and refinance of various commercial properties, including hotel, industrial and apartment projects.
  • Representation of developers in the acquisition and completion of distressed real estate projects.
  • Counsel for private lender in connection with large loans for specialty projects, including golf course project and interval-interest resort project.
  • Counsel for regional and national, publicly traded home builders in the acquisition, entitlement, financing and development of residential communities in the Greater Chicago Metropolitan Area.
  • Counsel for mid-sized lenders and borrowers in connection with mortgages and construction loans, asset-based lending, operating lines of credit and other commercial loans.
  • Counsel for developers of multifamily housing projects as part of transit-oriented development in Greater Chicago Metropolitan Area.
  • Handle real estate portions of large M&A transactions.
  • Representation of clients in creation of vertical subdivision projects.
  • Represented privately held distribution company in connection with its acquisition and construction of 650,000 square feet warehouse for co-tenancy with one of its customers.
  • Negotiated $22.5-million solar panel supply agreement for privately held alternative energy supplier.
  • Represented lender in connection with $6.5 million acquisition and renovation loan for self-storage facility.
  • Represented coffee company in connection with lease of new sites nationally.
  • Negotiated disposition of 750,000-square-foot industrial facility.
  • Represented acquirer of single tenant office campus leased to Fortune 500 tenant.
  • Advised lender in connection with $30 million term loan and revolving credit facility secured by all assets of an operating company borrower.
  • Negotiated 55,000-square-foot headquarters office lease on behalf of landlord.
  • Represented lender as member of $600-million syndicated credit facility.
  • Local co-counsel for borrower’s acquisition financing of Old Post Office complex in downtown Chicago.
  • Represented software development company in connection with SaaS license agreement.
  • Negotiated 65,000-square-foot headquarters office lease on behalf of landlord.
  • Represented lender in connection with $60 million acquisition and construction loan for hospitality complex.
  • Counsel for regional and national homebuilders in the acquisition, entitlement and development of numerous communities throughout northern Illinois.
  • Counsel for major regional developer of industrial, office and research parks in leasing, disposition of major properties, and acquisition, entitlement and development of properties, including a 600-acre development in northwestern Illinois.
  • Representation of clients in loan and mezzanine funding negotiations, including complex construction loan agreements and investment vehicles.
  • Creation of multiple homeowner associations, community associations and condominiums throughout the Chicago area, including the creation of a parking garage condominium in downtown Chicago.
  • Negotiation of complex construction contracts for multiple clients.
  • Represented an international commercial real estate service firm defending breach of contract, professional malpractice, breach of fiduciary duty and negligent misrepresentation claims in arbitration.
  • Represented a local business prosecuting discriminatory zoning claims against municipality in five-day federal trial.
  • Represented a large real estate developer in an action against an auditing firm for failing to detect a multimillion-dollar embezzlement by the developer’s bookkeeper. Despite the fact that no audit or attestation level services were performed, obtained a seven-figure recovery at trial based upon the American Institute of Certified Public Accountants’ Management Advisory Standards (which had seldom been used to impute liability in litigation matters prior to that time).
  • Represented a large real estate developer who entered into a store lease with one of the largest clothing designers in the world for that designer to develop a Chicago flagship store. After incurring substantial construction and other expenses to ready the premises, the client was notified by the designer that it would no longer rent the space. A declaratory action was initiated in federal court and a substantial verdict was rendered in favor of our client. That verdict on appeal to the U.S. Court of Appeals for the Seventh Circuit was preserved and the matter settled for a multimillion-dollar amount.
  • Represented a major asset-based lender holding mortgages upon approximately 46 separate gas stations and convenience store parcels. A substantial recovery of client’s claim was achieved by persuading Chapter 11 Debtor to conduct a Section 363 auction of the real estate. Worked closely with the lender’s environmental consultant in order to obtain recovery from environmental insurance carrier.
  • Represented the FDIC in the Chapter 11 proceeding of a real estate developer, where the FDIC held a first lien position on 21 newly constructed condominiums in Illinois. Obtained court approval (over the objections of lien claimants) for debtor’s sale of the FDIC’s collateral, which resulted in a payoff of the FDIC.
  • Represented purchaser/homeowner in dispute involving a developer/vendor’s fraudulent sale of property.
  • Represented world-famous athlete in series of real estate transactions across the country.
  • Represented several clients in negotiating terms for use of their private residences in filming scenes for major motion pictures and network television shows.
  • Designed and implemented successful strategies for home builders and developers to separate business properties and investment properties to preserve favorable capital gains rate potential, as well as tax-deferred roll-over of recognized gains on disposition of investment properties.
  • Represented multistate retail business in the tax-free spinoff of various real property interests to shareholders.
  • Represented multistate manufacturing business in tax-free spinout of real estate assets.
  • Represented a local lender in all aspects of a $9 million loan to a borrower for the acquisition, construction and long-term financing of multi-family residential apartment buildings.
  • Represented “Big-Three” automaker in all real estate related aspects of a $100 million secured revolving loan facility and a $72 million secured term loan facility to a publicly held automotive REIT for REIT’s acquisition and leaseback of multistate automotive dealership property, including the ongoing management of the client relationship.
  • Represented a Chicago-based commercial bank in the $15 million financing of a big-box retail center.
  • Represented a Chicago-based commercial bank in the $12 million financing of a multistate mobile-home park portfolio.
  • Represented a non-bank lender in financing the turnaround of a distressed manufacturing business.
  • Represented a commercial bank in an SBA 7(a) term loan to finance a management buyout of a manufacturing company.
  • Managed, negotiated and closed a $15 million acquisition of the Midwest office headquarters in Schaumburg, Ill., of a leading publicly held cellular tower company.
  • Managed, negotiated and closed the sale of an industrial facility and assisted the client with structure and investment, through a 1031 transaction, of the proceeds in a “tenant-in-common” interest in additional investment property.
  • Represented clients in all aspects of a residential multi-family development, including land use and zoning matters, bridge financing, structuring a joint venture with a private equity investor, and the construction and sale of individual homes.
  • Successfully negotiated a recapture agreement with the Village of Lynwood, Ill., on behalf of a developer making infrastructure improvements to undeveloped land.
  • Negotiated annex agreement for 76 acres of undeveloped land to the Village of Manhattan, Ill., in anticipation of a single family home development.
  • Successfully represented a client seeking approval of a large electronic billboard sign before Architectural Review and Zoning Committees of the Village of Northbrook, Ill.
  • Negotiated commercial leases and easements for billboards on behalf of one of the country’s largest billboard companies.
  • Negotiated an agreement with the City of Chicago for a $4 million grant from the City’s Department of Environment for assistance with the re-development of the R.R. Donnelly building into the city’s first major “Carrier Hotel.”
  • Represented a hospitality company in the disposition of a portfolio of Holiday Inn Hotels, including the negotiation of purchase and sale agreements and all aspects of closing of the transaction.

Real Estate Team