Law Seminars International Presents: The 20th Annual Advanced Conference on

Commercial Real Estate Purchases & Sales
Successfully structuring, financing, negotiating, enforcing and documenting major commercial property sales

April 7 & 8, 2014
Red Lion Hotel in Seattle, WA

Who Should Order This Homestudy

Attorneys, real estate professionals, appraisers, lenders, and other decision-makers in the purchase and sale of commerical property

Why You Should Order

Commercial purchase and sale transactions range from deceptively simple to exceedingly complex. All Purchase and Sale Agreements present challenges and opportunities for negotiation and management of the purchase and sale transaction. Any transaction, however carefully the Agreement is drafted, can blow up in the face of the unwary or uninformed practitioner.

This seminar will explore, in a contemporary context, some issues in (a) the structuring, negotiation, and documentation of major commercial property transactions, (b) the many facets of due diligence, feasibility and environmental investigations conducted in pre-closing, and (c) some of the pleasures and pain of enforcing Purchase and Sale Agreements.

The key words here are "contemporary context". The knowledge you gain at this seminar can be used tomorrow . . . or even this afternoon if you are pressed for time. This conference is a must for anyone who needs to make important decisions in commercial property purchases and sale transactions.

~ Jennifer D. Cobb, Esq. and Susan A. Shyne, Esq., Program Co-Chairs

What You Will Learn


Monday, April 07, 2014

8:00 am

Registration Opens

8:30 am

Introduction & Overview

Jennifer D. Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Susan A. Shyne, Esq., Program Co-Chair
Van Ness Feldman LLP / Seattle, WA

8:45 am

Market Trends for 2014: What's Selling? Who's Buying?

A panel of experts discuss market trends, the current environment and predictions for future sales and acquisitions of commercial real estate

Jennifer D. Cobb, Esq., Moderator, Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Dan Ivanoff, Managing Investment Partner
Schnitzer West LLC / Seattle, WA

James Bach, First Vice President
CBRE, Inc. / Seattle, WA

Jason M. Rosauer, Senior Vice President, Partner
Kidder Mathews / Seattle, WA

10:15 am


10:30 am

Critical Issues in Buyer's Due Diligence

Development requirements

T. Ryan Durkan, Esq.
Hillis Clark Martin & Peterson P.S. / Seattle, WA

Current hot spots from the title insurance perspective

John W. Jones, Senior Vice President, Senior Commercial Underwriter
Fidelity National Title Group / Seattle, WA

Environmental issues

Keith E. Moxon, Esq.
Van Ness Feldman LLP / Seattle, WA

12:00 pm

Lunch (on your own)

1:15 pm

Negotiating Seller Representations and Warranties

Lessons from recent litigation; current expectations and new standards; survival provisions; baskets and caps on liability; seller and buyer positions; indemnification and guaranties of obligations

Douglas J. Smart, Esq.
Graham & Dunn PC / Seattle, WA

2:00 pm

Analyzing Lease Terms and Their Impact on Valuation for Purchase Transactions

Red flags in review of estoppels, subordination, non-disturbance, attornment issues, construction and concessions, offset rights, and resolving inherent conflicts

Seth P. Gustafson, Esq.
Van Ness Feldman LLP / Seattle, WA

2:45 pm


3:00 pm

Financing: Acquisition Loans and Development Loans

Conventional financing: What are the lenders expecting?

Gary W. Beem, Principal
Northwest Commercial Mortgage / Seattle, WA

Alternatives including joint ventures: Who is doing what?

Steven L. Wood, Esq., Managing Director and Founder
Century Pacific, LLLP / Seattle, WA

Getting financing approved: Tips from an appraiser's point of view for showing enough value to support the financing

John Schalka, MAI, CRE
McKee & Schalka / Seattle, WA

5:00 pm

Adjourn Day 1


Tuesday, April 08, 2014

8:30 am

Introduction to Day 2

Jennifer D. Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Susan A. Shyne, Esq., Program Co-Chair
Van Ness Feldman LLP / Seattle, WA

8:45 am

Leading Brokers on Dealmaking Strategies

Susan A. Shyne, Esq., Moderator, Program Co-Chair
Van Ness Feldman LLP / Seattle, WA

Trevor Clark, Managing Director
Jones Lang LaSalle / Seattle, WA

Richard A. Peterson, SIOR, Principal and Founder
NAI Puget Sound Properties / Seattle, WA

10:15 am


10:30 am

New Developments in Environmental Law

With a particular impact on purchase and sale transactions

Bradley M. Marten, Esq.
Marten Law PLLC / Seattle, WA

11:15 am

Litigation: Enforcement of Contract Rights

Claims, remedies, cases and results

Christopher I. Brain, Esq.
Tousley Brain Stephens PLLC / Seattle, WA

12:00 pm

Lunch (on your own)

1:15 pm

Adapting to the Up-Tick in Tax Deferred Exchanges

What are the current issues?

Mary B. Foster, Esq., President
1031 Services, Inc. / Bellevue, WA

2:00 pm


2:15 pm

Other Hot Topics in Purchase/Sale Transactions

Buyer and seller perspectives on other sticking points in real estate purchase negotiations

Jennifer D. Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Susan A. Shyne, Esq., Program Co-Chair
Van Ness Feldman LLP / Seattle, WA

3:15 pm

Legal Ethics in Real Estate Transactions

Tips for complying with the rules while getting business done for addressing conflicts of interests; duties to former clients; allocation of authority between client and lawyer; fairness, truthfulness, and candor

Joseph D. Weinstein, Esq.
Davis Wright Tremaine LLP / Seattle, WA

4:15 pm

Evaluations and Adjourn



Regular tuition for this program is $995 with a group rate of $745 each for two or more registrants from the same firm. For government employees, we offer a special rate of $665. For students and people in their job for less than a year, our rate is $497.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Continuing Education Credits

Live credits: This program qualifies for 12.5 CLE credits (ncludes 1 ethics ) and 14 WA RE CH credits. Upon request, we will apply for, or help you apply for, CLE credits in other states and other types of credits.


There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders

Faculty Bios

Jennifer D. Cobb, Program Co-Chair and partner at Jameson Babbitt Stites & Lombard PLLC, represents developers, owners, users, purchasers and lenders in all aspects of real estate transactions, including development, leasing, sales and acquisitions, entity formation and financing. She has been named a Super Lawyer, one of America's Leading Lawyers for Business (Chambers USA) and one of Seattle's Best Lawyers.

Susan A. Shyne, Program Co-Chair and partner at Van Ness Feldman LLP, counsels public and private clients in real property transactions. She represents owners, buyers and sellers in the evaluation, financing, acquisition, development, sale and leasing of residential and commercial real property. She has been named a Super Lawyer and "Best Lawyer's in America" by Best Lawyers.

James Bach, First Vice President, CBRE, Inc., Capital Markets, specializes in debt and equity finance, originates mortgages (construction, bridge, mezzanine and permanent) and equity opportunities for correspondent life insurance companies, banks, pension funds, conduits (CMBS), agency lenders (Fannie Mae, Freddie Mac and FHA-HUD), and credit companies.

Gary W. Beem , co-founder and President of Northwest Commercial Mortgage, sits on Principal Global Investors Debt Advisory board and has been active on local civic committees.

Christopher I. Brain, co-founder, Tousley Brain Stephens PLLC, focuses on real property, commercial and class action litigation. He has been named as one of the 100 Best Lawyers in Washington and is a Super Lawyer.

Trevor Clark, Managing Director, Jones Lang LaSalle, provides agency leasing and investment services for institutional owners across the Puget Sound region, including Class A office properties.

T. Ryan Durkan, principal, Hillis Clark Martin & Peterson, focuses on environmental and land use law, with an emphasis on land development and permitting. She has been recognized as a Washington Super Lawyer, in Best Lawyers in Amereica and ranked by Chambers USA.

Mary B. Foster, President of 1031 Services, Inc., is co-author of "Tax-Free Exchanges Under Section 1031," and former Chair of the ABA Subcommittee on Like Kind Exchanges. She is an expert on tax-deferred exchanges.

Seth P. Gustafson, Esq., partner, Van Ness Feldman LLP, focuses on the negotiation of commercial real estate loans, acquisitions, and leases, including complex build-to-suit and other leases of large distribution facilities, data centers, call centers and offices around the country and abroad. He is listed in Best Lawyers in America.

Dan Ivanoff is Founder and Managing Investment Partner of Schnitzer West LLC, a commercial real estate investment, development, and management company.

John W. Jones, Senior. Vice President and Senior Commercial Underwriter at Fidelity National Title Group, is the primary underwriter for the Seattle office. Previously, he was Vice President, Associate Senior Underwriter and Manager with Stewart Title Guaranty Company.

Brad Marten, chairman of Marten Law PLLC, past President of the American College of Environmental Lawyers, is ranked as one of the nation's top environmental lawyers. His NRD experience includes representing both Responsible Parties and Trustee parties.

Keith E. Moxon, partner, Van Ness Feldman LLP, specializes in estate transactions, due diligence investigations, insurance coverage claims, regulatory agency negotiations, and liability allocations under Washington's Model Toxics Control Act ("MTCA") and federal "Superfund" law (CERCLA).

Richard A. Peterson, SIOR, Principal and founder of NAI Puget Sound Properties, specializes in acquisition, sales and leasing, tenant representation and new development consulting. Currently he serves on the Board of Directors for the Commercial Brokers Association.

Jason M. Rosauer, Senior Vice President and Partner of Kidder Mathews, is a "Top 10 Producer". He focuses on investment real estate sales in five sectors on the West Coast

John Schalka, MAI, CRE, McKee & Schalka, has appraised properties involving all major commercial property types including office, retail, industrial, residential, open space, and special purpose. He has been awarded the Counselors of Real Estate (CRE) designation.

Douglas J. Smart, shareholder, Graham & Dunn PC, is a member of the Financial Institutions and Real Estate Industry teams. He has experience in litigation, Chapter 11 bankruptcies, real estate transactions, lending, corporate planning and banking.

Joseph D. Weinstein, partner, Davis Wright Tremaine LLP, is a business transactions lawyer with an emphasis on mergers and acquisitions. He is named as one of "Best Lawyers in America".

Steven L. Wood, Managing Director and Founder of Century Pacific, LLLP, has structured and negotiated transactions throughout the United States, including acquisitions, dispositions, joint ventures, leases, and developments.