Gould + Ratner

Real Estate

A marquee service of Gould & Ratner, our Real Estate Practice supports clients with interests in some of the most desirable, iconic and innovative properties in Chicago and the United States.

Working with clients on both trophy transactions and high-volume deals, our lawyers have recently led such closings and representations as the acquisition and development of the Old Chicago Main Post Office, a national expansion for a retailer of hand-crafted coffee, development of a multiproperty Aspen ski resort, and several transit-oriented development projects in Chicagoland.

The sophistication and business practicality of our full-service counsel matches the complexity of our clients’ projects and transactions. We represent property owners, developers, lenders and investors in their acquisitions, dispositions, sales, financings, leasing and development. Over the past several years, the value of our clients’ matters has ranged from $1-2 million for fast food restaurant investments, to $800 million for the redevelopment of Chicago’s Old Post Office, to $840 million for the purchase of Sears (now Willis) Tower in 2004.

Real Estate Expertise in Chicago and Beyond

Gould & Ratner works with clients based in, or with holdings in, the nation’s largest real estate markets and beyond, guiding projects and deals involving commercial, office, industrial, retail, shopping center, multifamily, hospitality and hotel properties.

Exemplifying the depth of our real estate capabilities is our representation of 601 W Companies, a prominent East Coast-based development firm with a national prestige-property portfolio. We also are particularly attuned to the competitive reality facing retailers in urban centers, and we advise on large-scale development issues for national homebuilders, all part of the robust variety of services we provide to clients.

Our skill and depth of experience allows us to adeptly meet and embrace the needs of an increasingly dynamic and creative real estate market. We guided clients through the 2009 real estate market downturn and recovery, helping them balance risks and opportunities amid volatile capital access, regional market cycles and new regulatory and political landscapes.

On a day-to-day basis, our lawyers handle virtually all types of real estate transactions, including:

  • Development: office, industrial and residential
  • Commercial leasing
  • Retail acquisitions and leasing projects: National, regional and local companies
  • Specialty projects: New community, golf course, resort and reclaimed property
  • Multiparcel assemblage
  • Tax-deferred exchange transactions
  • Mixed-use transactions
  • Common-interest communities
  • Management agreements
  • Construction and mortgage financing
  • Environmental and contamination issues
  • Litigation
  • Real estate workouts
  • Distressed assets

Additionally, our extended real estate team includes lawyers who advise and counsel clients through every phase of complex construction matters, using a unique blend of negotiating and drafting acumen, technical expertise, construction industry experience, and courtroom-honed trial and arbitration skills.

Local Counsel

Chicago is our home and our real estate team frequently acts as local counsel to global and national law firms and their sophisticated clients doing business here, in the suburbs and in downstate Illinois.  For more details on how we can help as local counsel, please see our Real Estate Local Counsel information here.

Tax and Related Real Estate Services

In addition to representing lenders, borrowers, developers, owners and equity investors, our full-service real estate practice also counsels on entitlement, zoning and tax issues as they relate to real estate and construction transactions. The firm is often called on to advise on matters involving:

  • Complex valuation issues for substantial commercial and industrial properties
  • Assessment, property tax exemption, appeals, and tax rate and undervaluation complaints before local, Illinois state and circuit courts
  • Tax and wealth transfer matters for family businesses

A Modern Legacy of Commercial Real Estate and Development

From our roots representing the Crown family’s sand and gravel company in the 1930s, Gould & Ratner has progressively expanded its core real estate practice over the years.

Our work in the ensuing decades has included high-stakes complex negotiations for the ownership of Rockefeller Center and the Empire State Building. We remain active legal advisors to the Crown family’s vast and varied holdings, and recently negotiated a complicated partial sale and equity funding for Aspen Skiing Co. involving a full-scale, multi-property resort.

In addition to our Crown family counsel, Gould & Ratner real estate lawyers are currently working with Chicago’s revitalized commercial lending community, particularly on construction loans, and we are accommodating contemporary needs for single-family and multifamily housing projects as part of transit-oriented development. Additional client challenges we are advising on include shifting requirements for urban retail space and increasing environmental considerations, including for reclaimed property projects.

Full-Service Legal Leaders in Complex Real Estate Projects

Gould & Ratner attorneys are leaders in preeminent national and regional real estate organizations, including the Urban Land Institute, Commercial Real Estate Executive Women of Chicago (CREW) and Realty Club of Chicago, and we are the law firm of choice for dispute resolution for the largest commercial real estate firm.

In recent years, our clients – both building owners and tenants – have leased millions of square feet of retail, industrial and office space with our help. One of our core areas is downtown office buildings, and we have advised on a wide array of legal issues for buildings such as Aon Center, Sears (now Willis) Tower, Civic Opera Building, 600 West Chicago, 222 North LaSalle and Prudential Plaza in Chicago, as well as other large-scale urban and suburban properties nationwide.

Real Estate Litigation

Our real estate team includes lawyers with significant experience in complex, high-stakes litigation representing real estate industry clients such as tenants, owners, developers, buyers, lenders, shopping center developers and owners, franchisees/investors and banks. A sampling of our real estate litigation experience includes our handling disputes involving:

  • Commercial leasing and termination/eviction
  • Easements and covenants of record
  • Title claims
  • Title insurance coverage
  • Specific performance and injunctions
  • Partnership breach of fiduciary duty
  • Condemnation

We have litigated numerous cases involving nearly every type of real estate, from office and retail to condominiums and industrial/manufacturing, appearing in both state and federal courts in Chicago and across the country.

Added-Value Service to Real Estate Clients

Within real estate circles, we are known for flexing the same muscle strength of firms 20-40 times our size but delivering service and efficient pricing on par with successful real estate law boutiques.

For clients, that translates to receiving more than responsiveness. It means we work at a pace that keeps transactions ahead of deadlines, leverage experience to foresee obstacles, and devise solutions and structures to keep deals on track to closing.

Through our representation of a multitude of family investors, closely held businesses and entrepreneurs, we truly understand the power of a personal touch. Whether hosting firmwide coffee tastings to gain firsthand experience with the products of one retail client, Philz Coffee, or pulling out the stops to uphold clients’ visions for transforming skylines or reinventing urban lifestyles, Gould & Ratner offers a complete commitment to clients.


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 multi-family 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 home builders, both private and publicly traded, 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 mortgage and construction loans, asset-based lending, operating lines of credit and other commercial loans.
  • Counsel for lenders and developers on multifamily housing projects as part of transit-oriented development in Greater Chicago Metropolitan Area.
  • Due diligence counsel for real estate portions of large M&A transactions.
  • Representation of client in creation of vertical subdivision project.
  • 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.
  • 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.
  • Representation of an international commercial real estate service firm defending breach of contract, professional malpractice, breach of fiduciary duty and negligent misrepresentation claims in arbitration.
  • Representation of commercial real estate services firm defending claims for breach of contract, breach of fiduciary and statutory duties, and professional negligence on expedited, full-discovery bases in AAA arbitration.
  • 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.
  • Counsel to retail operator on real estate and business matters, including multi-site sale-leaseback transactions and asset sales.
  • Local Counsel to a national client, a provider of hot and cold storage, purchasing 17 sites in a complex REIT transaction; assisted with lending, zoning, due diligence, local transfer and title survey issues.
  • Handled workout for lender whose borrower discovered that its general contractor had diverted in excess of one million dollars in construction loan funds; helped to settle related title claim and resolve mechanics lien issues with borrower and title company.




The touchstone of our service to clients is translating our legal skill and business experience into practical solutions that work, helping our clients succeed.