Legal Guidance for Commercial Purchase and Sale Agreements
Commercial real estate transactions demand precision. Whether you’re buying your first property or selling part of a growing portfolio, the purchase and sale agreement (PSA) is where deals succeed or unravel. At Next Era Legal, we draft, review, and negotiate commercial PSAs with the strategic foresight that protects your investment and supports your long-term goals.
Our attorneys serve real estate investors, business owners, and developers across Chicago, San Diego, Detroit, and Los Angeles. We don’t just get deals done, we make sure they’re done right.
The Purchase and Sale Agreement Is the Heart of the Deal
While much of the spotlight in commercial real estate falls on price and location, the legal framework behind the transaction is what actually moves the deal forward. The PSA outlines every material term, from due diligence periods to environmental risk to remedies if something goes wrong.
Without experienced legal guidance, buyers and sellers risk entering into contracts that:
- Create unclear timelines or responsibilities
- Offer inadequate protection during escrow or inspections
- Fail to properly allocate tax burdens or title risks
- Leave gaps in representations, warranties, or indemnities
At Next Era Legal, we bring a proactive, business-forward approach to commercial PSAs, ensuring that your interests are clearly defined and fully protected.
Who We Represent in Commercial Real Estate Transactions
We advise and represent a diverse client base on the buy and sell side of commercial property transactions.
Our Clients Include:
- Real estate investment firms and private equity groups
- Business owners purchasing owner-occupied commercial space
- Developers acquiring land or redevelopment sites
- Companies divesting real estate assets as part of M&A
- Franchisees and multi-unit operators expanding into new markets
- Institutional buyers and sellers of office, retail, or industrial portfolios
We tailor our legal services to the complexity and scale of your transaction, from single-unit sales to multi-property portfolios.
Core Elements of a Commercial Purchase and Sale Agreement
Every PSA is a negotiation, and every term has real financial and legal implications. Our attorneys help you understand and refine the elements that matter most.
Price and Payment Terms
We help structure clear pricing mechanisms, including:
- Base price and deposit schedule
- Escrow and title arrangements
- Earnest money conditions
- Seller financing or holdbacks, where applicable
Due Diligence and Inspection Periods
Thorough due diligence protects both parties. We help define:
- Scope and timing of inspections (structural, environmental, zoning)
- Access rights and document requests
- Deadlines for objection or cancellation
- Seller’s duty to disclose known defects
Title and Survey
We coordinate with title companies and surveyors to review:
- Title commitments and exceptions
- Easements, encroachments, and restrictions
- Boundary disputes or access concerns
- Title insurance coverage and endorsements
Representations and Warranties
We help negotiate appropriate representations, including:
- Seller assurances regarding condition, compliance, and authority
- Lease summaries and rent rolls (for income-producing property)
- Tax and zoning status
- Environmental representations and disclosures
Contingencies and Conditions
Our legal team advises on common deal contingencies, including:
- Financing approvals
- Regulatory or zoning approvals
- Third-party lease consents or estoppels
- Appraisal minimums or inspection satisfaction
Closing and Post-Closing
We prepare or review all closing documentation, ensuring that:
- Deeds, assignments, and affidavits are correctly executed
- Adjustments for taxes, rent, or utilities are accurately calculated
- Possession transfers smoothly with minimal disruption
- Post-closing indemnity and survival clauses are enforceable
Tailored Legal Strategy for Buyers
For commercial buyers, the purchase agreement is your first line of defense. We help you identify hidden liabilities, negotiate appropriate safeguards, and create a clear path to closing.
Buyer-Focused Services:
- Drafting or reviewing PSAs
- Title and survey review
- Zoning and land use analysis
- Financing and lender coordination
- Entity structuring and tax planning
- Lease audits (for multi-tenant properties)
- Environmental due diligence support
Whether you’re purchasing property for your business or as an investment, we ensure you walk into closing with your eyes open and your risks mitigated.
Strategic Counsel for Sellers
Selling commercial real estate is about more than signing a deed; it’s about protecting your upside and limiting your exposure. Our commercial real estate lawyers help sellers structure transactions that minimize post-closing disputes and preserve value.
Seller-Focused Services:
- Negotiating and drafting PSAs
- Reviewing due diligence requests and disclosures
- Coordinating estoppel certificates and third-party consents
- Structuring earnouts, holdbacks, or seller financing terms
- Navigating tax deferral options like 1031 exchanges
- Managing environmental disclosure obligations
We’ll help you complete your sale cleanly and on your terms.
Purchase Agreements for Different Property Types
Commercial PSAs vary widely depending on the asset class. We tailor each agreement to reflect the specific challenges and industry standards relevant to the property.
Property Types We Handle:
- Office buildings and medical plazas
- Retail centers, restaurants, and pad sites
- Industrial, logistics, and warehouse facilities
- Mixed-use and redevelopment projects
- Hospitality and short-term rental properties
- Raw land and infill development sites
Our attorneys understand how different asset types require different legal considerations, and we write your PSA accordingly.
Serving Investors Across Chicago, San Diego, Detroit & Los Angeles
With offices in four high-growth real estate markets, we offer location-specific insight while maintaining a consistent standard of legal excellence across jurisdictions.
Chicago
In the Midwest’s largest commercial hub, we represent local developers, corporate buyers, and institutional investors in complex acquisitions and dispositions across the metro region.
San Diego
We provide real estate counsel to tech companies, retail operators, and real estate funds navigating the fast-paced and regulated Southern California property market.
Detroit
As Detroit’s commercial real estate sector continues to evolve, we support investors and developers looking to participate in urban revitalization and industrial redevelopment.
Los Angeles
From multi-family to commercial mixed-use, our Los Angeles office advises clients on transactions across one of the most competitive and complex real estate markets in the country.
How We Guide You Through the Transaction
Whether you’re buying or selling, our approach is hands-on, responsive, and aligned with your goals at every step.
Step 1: Strategy and Risk Assessment
We begin with a conversation about your objectives and the deal structure. We evaluate potential risks and advise on negotiation posture, timeline, and key documents.
Step 2: PSA Drafting or Review
Our attorneys draft or redline the purchase and sale agreement, ensuring that it reflects your position, complies with legal requirements, and anticipates potential challenges.
Step 3: Due Diligence Oversight
We support your due diligence process, coordinating with inspectors, title agents, surveyors, lenders, and other professionals to keep the transaction moving and ensure compliance.
Step 4: Closing Preparation
From closing statements to deed execution, we handle the final legal steps to ensure a clean, timely, and secure transfer of ownership, with all terms documented and enforceable.
When to Call a Commercial Real Estate Attorney
You should engage legal counsel as early as possible, ideally before the LOI is signed. We can help you:
- Draft or review letters of intent
- Evaluate early-stage legal risks
- Negotiate favorable PSA terms
- Avoid costly mistakes during diligence or closing
- Structure deals for tax or liability efficiency
- Ensure all documents are legally enforceable and professionally executed
Even small missteps in the PSA can lead to big problems down the line. We help you avoid them.
Let’s Structure Your Deal for Long-Term Success
At Next Era Legal, our attorneys combine legal acumen with real-world business sense. We understand the financial and operational stakes of commercial real estate transactions, and we make sure your PSA reflects the full value of the deal.
Schedule a Consultation
Whether you're purchasing or selling, we’ll walk you through the legal essentials of your deal.
Need Help Before You Sign?
Send us your draft PSA or LOI, we’ll review and provide a strategic assessment before you commit.
Offices in Chicago, San Diego, Detroit, and Los Angeles
Local experience. National perspective. Legal partners who understand the full picture.