Our Services

The Firm's extensive real estate practice handles a wide variety of work. Our real estate attorneys have experience with the following:

  • Lease negotiations in commercial and industrial markets
  • All stages of development including contract negotiations, construction contracts, agreements, and financing
  • Complex acquisition matters including contract provisions, acquisitions of individual commercial properties, and substantial multiple property transactions
  • Construction, interim, and long-term financing
  • Redevelopment work including government-sponsored development incentives and entitlements, such as tax increment financing and Missouri's Chapter 353 "private condemnation" provisions
  • Joint venture issues including the drafting and negotiation of a wide variety of partnership agreements
  • Real estate transaction taxation, such as pass-through entities and tax aspects of such an investment
  • Environmental matters including distressed projects, wetlands, and cleanups
  • Real estate litigation
  • All phases of loan workouts and restructuring
  • Land use, zoning, and appearing before governmental authorities
  • Mining transactions


We tailor form leases to meet our clients' needs, and it is our goal to negotiate well-written leases to reduce the potential for disagreements. We strive to keep the often complex lease negotiations moving forward so that a lease can be signed as soon as possible.

We have in-depth knowledge regarding:

  • Issues particular to retail, theater, office, medical office, or industrial leasing, with attorneys sensitive to the bargaining power that a tenant anchoring a retail or office development brings to a transaction
  • Ground leases and subleases
  • Ancillary lease documents such as letters of intent, guaranties, subordination, non-disturbance and attornment agreements, estoppel certificates, and work letters


Our attorneys have extensive development experience and are particularly adept in the negotiation of:

  • Land acquisition contracts
  • Design and construction contracts including conventional, design/build, fast track, and construction management
  • Governmental entitlements, development incentives, and assessment districts
  • Agreements concerning development, management, leases, joint ventures, and complex reciprocal easement
  • Construction and permanent financing documents

Acquisition & Sales

We routinely handle complex acquisitions of individual commercial properties, and increasingly we have been called upon to represent clients in substantial transactions involving multiple properties. Our development experience gives us an awareness of the entire scope of due diligence and contract provisions necessary when acquiring an interest in real estate.

We have represented clients throughout the country in the acquisition and/or sale of all sizes and forms of real estate projects. Our representation varies from deal to deal as desired by the client, but will typically include:

  • Negotiation of the acquisition contract
  • Review of title and survey matters as well as zoning and governmental compliance
  • Drafting of transfer documents
  • Coordination of closing matters

Financing Transactions

The real estate finance and lending practice at Lewis Rice is broad in scope and supports every aspect of our real estate practice. We represent borrowers and lenders in a wide variety of real estate financing transactions including:

  • Participating mortgages and equity kickers of all kinds
  • Junior and convertible mortgages
  • Leasehold mortgages
  • Sale-leaseback transactions
  • Mortgages secured not only by realty but by franchise rights, warrants, operating licenses, and other unconventional collateral
  • Permanent and mezzanine financings involving virtually every type of property use: land acquisition, multi-family, condominium, hotel, office, and retail space
  • Participation, multiple-lender, and intercreditor agreements

Tax Credits & Economic Development Incentives

A significant part of our Firm's real estate practice is devoted to development and redevelopment projects including mixed use projects, regional malls, other shopping centers, industrial parks, parking garages, hotels, apartment complexes, residential subdivisions, condominiums, and office buildings.

Increasingly, projects like these are eligible for economic development incentives or other governmental benefits and incentives, and we help our clients discover and employ such incentives.

We have extensive experience representing clients in numerous states, including Kansas, Missouri, and Illinois, on projects that utilize a variety of public sector development incentives. Such experience includes:

  • Traditional, state-authorized tax increment financing (TIF)
  • Alternative TIF agreements with cities to annually appropriate incremental taxes to pay development costs
  • Tax abatement and various state and federal tax credit programs
  • Formation and implementation of special benefit districts, community improvement districts, neighborhood improvement districts, and transportation development districts, among others

Joint Ventures

Our real estate practice works closely with our tax attorneys in utilizing joint ventures and strategic alliances to design and implement the appropriate property ownership structure to achieve the client's business objectives. Whether using a single member "special purpose" entity or a complex, multi-tiered ownership structure, our Firm is well versed in structuring property ownership to tailor and allocate ownership benefits and burdens.

Our experience in this area has involved the negotiation and drafting of a wide variety of joint venture agreements for single and multiple property transactions, many of which contain sophisticated provisions that address:

  • Preferred returns, priority distributions, and the allocations of profits and losses‎
  • Specially tailored decision-making arrangements
  • Puts, calls, and other buyout rights

Real Estate Taxation

Our practice involves the constant use of partnerships, limited liability companies, and other pass-through entities to best serve our clients' interests. We have intimate familiarity with the tax aspects of such investment vehicles, and the complex rules governing special allocations and loss limitations. We also provide counsel regarding:

  • Unrelated business taxable income
  • Tax-exempt entity leasing
  • Original issue discount
  • Simultaneous and deferred like-kind exchanges (including multi-party exchanges)
  • Installment sales
  • Shared appreciation mortgages
  • Mergers of partnerships owning multiple properties

Loan Workouts & Restructuring

Sometimes, transactions that were entered into with great hope just do not meet expectations, and the lender and borrower desire to resolve the situation in a less drastic manner than a foreclosure. We have handled many such workout and restructuring projects involving regional malls, shopping centers, office buildings, apartments, and virtually all types of commercial real estate, including large portfolios of properties. In many cases, we have been able to help our clients restructure their loans by negotiating (and documenting) reduced interest rates, some forgiveness or deferment of principal, longer loan terms, interest only periods, changes in the collateral, and other solutions.

Our extensive experience in lending and finance work and our knowledge of the bankruptcy and tax issues involved all contribute to our ability to suggest and implement creative and advantageous solutions. If these situations reach the point where receiverships, bankruptcy proceedings, or litigation is necessary or desirable, we have the experience to effectively represent our clients through such deals.

Real Estate Litigation

Our real estate litigation attorneys have broad experience in representing all parties involved in commercial real estate endeavors, including owners, developers, lenders, landlords, tenants, brokers, title companies, contractors, engineers, and architects. Our real estate litigation practice includes:

  • Commercial lease disputes (such as disputes related to common area maintenance and similar charges)
  • Lawsuits between purchasers and sellers of real estate
  • Disputes between joint venture parties
  • Complex construction litigation on behalf of owners, lenders, or developers
  • Environmental matters related to the ownership and transfer of real property
  • Eminent domain proceedings
  • Zoning and entitlement disputes
  • Claims against title companies
  • Property and liability insurance claims
  • Lender liability issues
  • Other complex real estate disputes