If you’re planning a commercial real estate transaction – buying, selling, or investing – this guide walks you through the legal steps, common pitfalls, and smart strategies to protect your deal. We’ll cover the Purchase and Sale Agreement (PSA), due diligence, contingencies, title and survey issues, financing, closing mechanics, and post-closing matters, with simple explanations and real-world tips.
Why the Purchase and Sale Agreement (PSA) Is the Deal’s Backbone
Think of the PSA as the rulebook for your transaction. It sets out price, timelines, responsibilities, and remedies. A clear PSA avoids confusion and helps both sides move efficiently from signing to closing.
Key PSA Components to Get Right
Property description and exhibits, Price and deposits, Due diligence period, Contingencies, Representations and warranties, Closing conditions, Default and remedies.
Due Diligence That Actually Reduces Risk
Due diligence is more than a box-check. It’s a structured process to confirm what you think you’re buying. Review title, survey, leases, environmental, zoning, physical condition, and financials.
Contingencies: Your Safety Net
Contingencies protect you from closing a deal you can’t finance, use, or operate the way you intended. Common contingencies include financing, zoning/use, environmental, and title/survey.
Title, Survey, and Insurance: Clearing the Path to Closing
Demand a current title commitment, order an ALTA survey, and coordinate insurance early to meet lender requirements.
Financing: Align the Legal Documents Early
If debt is part of your capital stack, bring the lender into the rhythm of the deal early. Align term sheets, collateral, covenants, and intercreditor agreements.
Closing Mechanics: No Surprises on Closing Day
Prepare documents, funds flow, and confirm digital execution requirements. Build a closing checklist and assign responsibilities.
Post-Closing: Integration Is Where Value Is Realized
Plan for tenant communications, vendor transitions, compliance calendars, and asset management.
Common Pitfalls (and Simple Ways to Avoid Them)
Avoid vague PSA language, ignoring local requirements, underestimating costs, skipping estoppels, and lacking a timeline owner.
Trends to Watch in 2026
AI-assisted diligence, ESG and resiliency, digital closings, and adaptive reuse projects are shaping the market.
How Our Law Firm Helps You Close With Confidence
We guide buyers, sellers, and investors through each stage – from negotiating clear PSAs to coordinating lenders and title companies, managing diligence and contingencies, and running a clean closing.
At Joseph & Joseph & Hanna, our experienced attorneys guide buyers, sellers, and investors through each stage – from negotiating clear PSAs to coordinating lenders and title companies, managing diligence and contingencies, and running a clean closing. Reach out today!