Services & Industries
J.D., University of California, Berkeley, School of Law, 1998, Order of the Coif, Recipient, Jamison Award: Excellence in Scholarship and Advocacy
B.A., magna cum laude, Syracuse University, 1991
Bar & Court Admissions
Oregon State Bar
State Bar of California
U.S. District Courts, Central, Eastern, and Northern Districts of California
U.S. Court of Appeals, 9th Circuit
David is Co-Chair of Tonkon Torp’s Business Department and immediate past chair of its Real Estate & Land Use Practice Group. His practice is focused on land use and local government law. David has helped bring a wide range of development projects to fruition, including large-scale residential developments, big-box retail stores, educational and office campuses, mixed-use developments and master planned communities, and other industrial and commercial facilities. He has successfully represented clients before a wide range of permitting bodies including the Oregon Land Use Board of Appeals and many Oregon and California cities and counties.
David has a subspecialty focusing on renewable energy development, having worked with many clients to bring utility-scale wind and solar facilities online in Oregon, California, and elsewhere. David has represented clients before and has served as a hearings officer for the Oregon Energy Facility Siting Council. He is a member of the firm’s Energy Law practice group and often writes on land use topics as they relate to renewable energy.
Beyond land use, David has a robust real estate transactional practice, representing owners and developers in a wide range of title, finance, transactional, leasing, and regulatory matters. He has handled the real estate aspects of several complex mergers, acquisitions and bankruptcies, including the $1.2 billion sale of 146 senior housing facilities arising out of the bankruptcy of Sunwest, at the time the nation’s largest privately-held senior housing provider. He also regularly counsels developers and owners on the intricacies of Oregon law related to owners’ associations and restrictive covenants.
David’s clients repeatedly praise his direct advice, quickness to grasp key issues, and efficiency in completing work on time and under budget. Clients and decision-makers alike compliment his clear, concise, and forthright explanation of complicated issues and presentation of legal arguments.
Prior to law school, David worked as a criminal investigator for the U.S. Department of Agriculture. After law school, he practiced real estate and land use law in the San Francisco area for five years before joining Tonkon Torp in 2003.
David likes gardening, backpacking, fishing, and skiing. He serves as a volunteer advocate for foster kids through Court Appointed Special Advocates (CASA). He is also the voice of the varsity baseball team at Portland’s Ida B. Wells High School and regularly volunteers as a high school football referee and baseball umpire. The things he misses most about his hometown of Buffalo, New York are thunderstorms, fireflies, and truly authentic, extra-spicy chicken wings.
Represented client in the purchase of a 33% membership interest in an LLC that owns a low-income multifamily housing development. This transaction was particularly complicated given the regulatory approvals required from both the State of Oregon (in connection with the low-income housing status) and the U.S. Department of Housing and Urban Development (as the entity had a loan from HUD). This process of seeking approvals, coordinating updated applications, regulatory documents, and loan documents – involving repeated back and forth with the applicable governmental authorities – took over six months.
Sale of Public Park Site and Trail Easement
Represented residential subdivision developer in the sale of a public park site and a trail easement to local parks district. The parties had been unable to agree on a price or reimbursement of development costs, resulting in a complicated and drawn-out arbitration process. Assisted the client in negotiating a final purchase price and other terms to prevent need to complete the arbitration.
Acquisition of Land For Commercial Development
Represented client to negotiate an option to acquire bare land for development as part of a regional commercial center in Lynden, Washington, and to subsequently exercise the option and close on the property. The transaction required amendment of existing CC&Rs and a Development Agreement with the City, as well as negotiation of a complicated consent from an existing anchor tenant.
Acquisition of Property Leased to Restaurant Chain
Represented client in acquisition of commercial property leased to prominent restaurant chain at a premier regional shopping center in Fredericksburg, Virginia.
Site Certificate for Oregon Wind Facility
Represented client to obtain a site certificate from the Oregon Energy Facility Siting Council to construct a 500 MW wind energy facility in Morrow and Umatilla Counties. The project faced stiff opposition from Umatilla County, some local landowners and a local anti-wind coalition. The project presented unique issues related to energy transmission, as the available corridors to connect the project to the interstate transmission grid were constrained and presented considerable development challenges. After a five-year process, including a contested case before an administrative hearings officer that was resolved by a successful motion for summary judgment over the opposition of the Department of Energy, the Council issued a site certificate authorizing construction of the facility.
Purchase of Restaurant Development Site in Shopping Center
Represented client in the purchase of the site of a prominent national chain restaurant under construction in Fresno, California. The property was part of an existing shopping center with an extensive and complicated title history. Tonkon Torp handled real estate evaluation, lease review and resolution of title issues on an expedited basis, as the agreement gave buyer less than three weeks to complete all due diligence.
Land Use Approvals for 187-Unit Subdivision
Represented client in obtaining land use approvals for a 187-unit subdivision near Gresham, followed by the simultaneous acquisition of the land and the sale of the land and the land use approvals to a prominent national developer. The transaction required precise coordination of the two transactions and fast resolution of last-minute title issues in the face of a closing deadline that the seller would not agree to extend.
Acquisition of Nonprofit Religious Corporation
Represented nonprofit religious corporation in acquisition of assets of second nonprofit religious corporation, including church property and charter school lease, and refinancing of existing debt.
1031 Exchange For Estate of Deceased Out-of-State Taxpayer
Represented client and his estate in the sale of investment property and the purchase of new investment property in a 1031 tax deferred exchange. The transaction presented unique tax and real estate issues due to the death of the client during the 1031 exchange period. Also, the new property required evaluation of environmental issues due to its former use as a gas station.
Acquisition of Hickory Spring Foam Manufacturing Facility
Represented FXI, Inc., a manufacturer of innovative foam technology headquartered in Media, Pennsylvania, in its acquisition of the Hickory Spring foam manufacturing facility located in NE Portland.
Coronado California Retail Property Sale
Represented a family trust in the sale of a $5.2 million commercial property, including the historic Village Theater, on the main commercial strip of downtown Coronado, California. The transaction involved the acquisition of fee title to a portion of the property ground leased from another trust, and the subsequent sale of the entire property. The transaction also posed complicated environmental issues due to the property's former use as a dry cleaners, but with Tonkon Torp's help the buyer was persuaded not to reduce its offered price due to environmental issues.
New Corporate Headquarters Campus
Represented Yakima Products, Inc. on all aspects of its purchase of an 89,000 square foot office building and 13-acre campus in Lake Oswego, Oregon for its new corporate headquarters. Advised client regarding potential land use and redevelopment issues. Also negotiated a lease termination agreement with Yakima's prior landlord.
Sale of Historic Building
Represented the owner of an entire block of downtown Portland in the sale of the block as part of a 1031 tax-deferred exchange, thereby facilitating two other purchase transactions in Portland and Salem for the client.
Land Use Appeal
Successfully overturned an Oregon county's approval of a rezoning that would retroactively authorize over 20 years of zoning code violations, to the detriment of neighboring property owners.
Public School Solar Rooftops
Represented public utility in the negotiation of license agreements for the installation of solar facilities on several Portland area school buildings.
Family Real Estate Reorganization
Represented prominent landowning family regarding organization and restructuring of extensive real estate holdings in San Diego area following death of family patriarch.
Native American Senior Living Facility
Represented Oregon tribe in the negotiation of a long-term ground lease of tribe property for operation of senior living facility serving tribal members.
Design of Riverwalk
Negotiated option for easement to Metro to design and possibly construct a "Riverwalk" public access route across PGE's hydroelectric facility to a viewing platform at Willamette Falls. The proposed Riverwalk is part of a redevelopment of Oregon City's industrial waterfront. The option from PGE unlocked significant redevelopment funds to Metro from the state of Oregon.
Hotel Purchase, Sale, Financing, and 1031 Exchange
Represented hotel investor in sale of two Seattle area hotels and acquisition of a replacement hotel in a reverse 1031 exchange while simultaneously refinancing secured debt.
Eastern Oregon Wind Projects and Land Use Appeal
Aided developer in obtaining conditional use permit for a 104 megawatt wind energy facility in eastern Oregon, and successfully defended the permit on appeal. Assisted same developer in obtaining permit from Oregon Energy Facility Siting Council for 500MW wind project.
Land Use Permit for Retail Fueling Stations
Successfully represented big box retailer in obtaining changes to City of Beaverton land use code to permit fueling station at site of existing store, and then obtaining conditional use permit for fueling station under revised regulations. Also obtained approval of fueling station at City of Tigard store over appeal by neighboring gas station owner.
Eastern Oregon Wind Projects Acquisition
Represented private equity firm in $200 million acquisition and development of five utility-scale wind projects in Eastern Oregon for sale of power to prominent Idaho utility.
Sale of 90 Acres of Undeveloped Property in Oceanside, CA
Assisted client to complete the sale of 90 acres of undeveloped real property in Oceanside, CA, the last remaining large undeveloped coastal parcel between Camp Pendleton and the Mexican border. The client's family had tried unsuccessfully to sell the property for over 40 years. The current tenant of the property became obligated to purchase the property but instead filed litigation against the seller to delay the sale or create leverage. After foreclosure of the tenant's interests in the property, a third party buyer ultimately purchased the property for about 97% of the tenant's purchase price while also reimbursing the tenant's lender and funding a nuisance settlement with the tenant.
Development of Massachusetts Senior Living Facilities
Represented seniors housing client in the formation of a joint venture with a Massachusetts developer to acquire a partial interest in a real estate sale agreement, and the acquisition of a portion of the property for the development of two assisted living facilities. The real estate transaction involved the subdivision of the property, creation of easements and other rights to the lots not acquired by the client, and the imposition of historical preservation and affordable housing covenants on the property as a condition of development. Also assisted the joint venture to obtain construction financing.
Acquisition of Organic Herb Farm
Herb Pharm is a grower and producer of organic herbs. The company purchased its original farm, still in operation, from the founders of the company.
Represented Auto Dealer in Simultaneous Property Transactions
Represented auto dealer client in the simultaneous purchase of dealership property, sale of vacant land, and amendment of lease to third property. Transaction also involved the resolution of thorny environmental issues affecting the acquired property with the Alaska Department of Environmental Conservation.
Sale of Adjacent Parcels for Vancouver Business Center Expansion
Represented shopping center developer in the sale of three adjacent parcels for retail development as part of the Birtcher Business Center in Vancouver, Washington. The first transaction closed in 2017 with Goodwill Industries of the Columbia-Willamette, which constructed a Goodwill retail outlet store on the site. The second and third transactions closed in 2018 and 2019 with Hurley Development, which is developing the sites as a retail shopping center adjacent to the nearby Goodwill and Walmart anchor stores.
Acquisition of Shopping Center during COVID Crisis
Represented client in the acquisition of a Willamette Valley shopping center in completion of a 1031 exchange. The coronavirus crisis hit during the due diligence period, resulting in a massive drop-off in tenants' businesses and thereby drastically affecting the transaction pro forma. Assisted buyer to implement creative solutions with the seller to save the transaction by sharing the risk of reduced landlord revenues in the short term after closing.
Real Estate Counsel for Eastern Oregon Wind Projects
Represented client as real estate counsel for funding and construction of 16 wind turbines in eastern Oregon. The project included three rounds of funding from lenders and investors which involved negotiation on the real estate provisions of the various financing agreements. Negotiated the acquisition of appropriate easements from various property owners and advised on real estate and interconnection issues with the buyer of electricity produced by the facilities. Final funding involved coordination of multiple levels of affiliated and unaffiliated companies for running various aspects of the facilities. Funding and construction concluded in December, 2020.
Acquisition of Bare Land for Subdivision Development
Represented client in the acquisition of bare land in Gresham, Oregon for development of a 250 lot subdivision, including negotiation of a secured purchase money loan and take-down agreements to sell the future lots to a residential homebuilder.
Sale of Senior Living Businesses & Property with Added COVID-Related Negotiations
Represented two affiliated senior living facilities in the sale of the businesses and underlying real property. This sale involved a payoff of a Housing and Urban Development (HUD) loan and coordination with the buyer for a replacement HUD loan at closing. In light of reduced occupancy amidst COVID-19, Tonkon Torp assisted the parties in negotiating a purchase price holdback to be released to either buyers or seller over the course of a year based on post-closing occupancy rates.
Represented NW Auto Group in Acquisition of Name Brand Dealerships
Represented prominent Northwest auto group in acquisition of two major name brand dealerships in the I-5 corridor north of Seattle. Transaction included acquisition of franchises, business assets, inventory and real estate. Real estate interests included leases of Indian land thereby implicating complicated title and federal administrative law issues.
Construction Debt Conversion for Solar Energy Facility
Provided local counsel to owner of utility-scale solar energy facility in Southern Oregon to convert construction debt for the facility to an operating term loan.
Seniors Housing Reorganization and Sale
David had primary responsibility for the real estate aspects of the $1.2 billion sale of 146 seniors housing facilities arising out of the collapse and bankruptcy of Sunwest, the nation's largest privately-held seniors housing provider, resulting in sizeable recoveries for Sunwest's creditors and investors.
California Development Lending
Ongoing representation of Canada-based lender in series of development loans for residential and mixed use commercial development in Southern California.
California Habitat Conservation Plan
Representation of landowner's series of agreements to implement the client's federal and state habitat conservation plans for threatened and endangered species.
Eastern Washington Wind Projects
Provided real estate counsel to the developer in the development and sale of over 1,250 MW of wind energy on over 100 parcels in eastern Washington. The operating projects are now a part of the renewable energy portfolio of a major Washington utility.
Oregon Solar Highway
Counseled major Oregon utility on corporate, tax, finance and real estate issues surrounding three pioneering solar energy projects in the greater Portland area, including the first two installments of the Oregon Solar Highway, which seeks to use highway rights-of-way and rest stops for solar energy generation.
Loan Transaction for California Senior Living Refinancing
Represented client in $18.6 million loan transaction with FNMA to refinance independent living seniors housing facility in Novato, California.
Handles Oregon land use matters for Costco, including successful efforts to obtain approval for new Costco warehouses in Roseburg and Central Point, Oregon, and to construct gasoline stations at Costco's existing warehouses in Beaverton and Tigard, Oregon.
Eastern Oregon Wind Projects
Served as Oregon counsel in the acquisition by a private equity firm of five utility-scale wind projects under development, for sale of electricity to a prominent Idaho utility.
Portland Area Apartment Development
Represents the developer of a 132-unit apartment project in Happy Valley, a suburb of Portland, on real estate and land use matters.
Faced with an immovable deadline and less than two weeks to document the transaction, David helped a large grocery store chain obtain $45 million in new financing secured by over 30 owned or leased properties in southern Oregon and northern California. With this financing, the grocer was able to emerge from Chapter 11 bankruptcy in record time and keep its stores open in many small and remote communities with few or no other grocery options.
Seniors Housing Secured Financing
Ongoing representation of several national and regional independent and assisted living owners in complex financing transactions, including securitization and defeasance transactions.
David had primary responsibility for the real estate aspects of the $1.2 billion sale of 146 senior housing facilities to Blackstone Real Estate Advisors, arising out of the collapse and bankruptcy of Sunwest, the nation's largest privately-held senior housing provider. The Sunwest bankruptcy was unprecedented in size, scope, and complexity in the State of Oregon. The real estate sale was a significant factor in obtaining sizeable recoveries for Sunwest's creditors and investors.
Grocery Store Reorganization Financing
Helped a large grocery store chain obtain funds in new financing secured by over 30 owned or leased properties in southern Oregon and northern California.
Oregon Solar Projects
Represented the developer in the development, construction and sale of 7.3 megawatts of solar energy projects in Eastern Oregon, including Oregon's largest operating solar facility, the 5 MW Outback project.
Sale of Eagle Newspapers Publications to Pamplin Media Group
Represented Eagle Newspapers in the sale of six of its weekly newspapers to Pamplin Media Group. The newspapers involved were the Woodburn Independent, Canby Herald, Newberg Graphic, Wilsonville Spokesman, Molalla Pioneer and Madras Pioneer. Eagle Newspapers is owned by former U.S. congressman Denny Smith. Pamplin Media Group is owned by businessman and philanthropist Dr. Robert Pamplin Jr.
Acquisitions of Operating Assets
Represented The Greenbrier Companies, Inc. in connection with acquisitions of operating assets of Rail Car America, Inc. (RCA), its American Hydraulics division, and its wholly-owned subsidiary, Brandon Corp., for $34 million.
Complex Senior Living Transaction
Represented client in transaction to manage and potentially, in the future, acquire existing senior living facilities. The transaction involved complex issues of state licensing and regulatory oversight of facilities that receive state financial assistance.
Senior Living Secured Financing
Ongoing representation of several national and regional independent and assisted living owners in complex financing transactions, including securitization and defeasance transactions.
Tonkon Torp is proud to help Friends of the Children unwrap its transformative $33 million gift from philanthropists Gary and Christine Rood. The Roods, based in Vancouver, WA, presented Friends of the Children with a three-year gift in the form of five debt-free commercial properties that Friends of the Children will resell in phases.
In March, many pending commercial real estate deals were scuttled by COVID-19. But for one deal that was close to the finish line, Tonkon Torp helped implement a simple but unusual solution to overcome the uncertainty caused by rapid market disruption and complete a multi-million dollar deal led by Real Estate & Land Use Practice Group Chair David Petersen.
Tonkon Torp has worked on the project at key stages throughout its lifespan. Led by David Petersen, the firm first helped the original developer obtain land rights and evaluate title issues. In 2013, the developer and Tonkon Torp began a four-year process to secure the project’s site certificate from the Oregon Energy Facility Siting Council.
Tonkon Torp completed a sophisticated, fast-moving real estate transaction for a client that involved a time-sensitive obligation to purchase, a shaky tenant, and pending litigation. The transaction was led by partner David Petersen, who chairs the firm’s Real Estate & Land Use Practice Group.
When Albina Head Start learned it was awarded a Blue Sky Fund grant to install a rooftop solar array on one of its buildings, it turned to its long-time pro bono legal partner, Tonkon Torp. The nonprofit organization knew that it would need legal guidance to ensure that it could meet the terms laid out in the grant’s detailed and binding Memo of Understanding.
After obtaining land rights for a 500 megawatt wind energy facility, Tonkon Torp helped Wheatridge file and process the first wind energy project presented to the Siting Council without a specific transmission corridor identified. Find details and more featured cases here.
Tonkon Torp represented our long-standing client, Obsidian Renewables, in sale of the Black Cap Solar II project to PSEG Solar Source, a New Jersey-based utility. Find details and more featured cases here.
Tonkon Torp represented one of the sellers in the $5.2 million sale of the historic Vintage Village Theatre in Coronado, California. Find details and more featured cases here.
Tonkon Torp’s real estate and land use team completed a time-sensitive transaction that enabled the fast-growing Yakima Products, Inc., to acquire its new corporate headquarters in Lake Oswego, Oregon. Find details and more featured cases here.
Tonkon Torp is proud to have helped Human Solutions navigate a complex financing project to transform a shuttered commercial property into an emergency 24/7 family housing shelter. Find details and more featured cases here.
Tonkon Torp acted as Oregon corporate counsel for its long-term client The Greenbrier Companies, Inc. in finalizing a 50/50 joint venture with Watco Companies, L.L.C. The venture combines the two companies’ railcar repair, refurbishment and maintenance businesses into a new organization, GBW Railcar Services, LLC.
In one of the quickest and most successful conclusions of a grocery chain bankruptcy proceeding, Tonkon Torp secured court approval of a reorganization plan for C&K Market, Inc., to emerge from Chapter 11 bankruptcy just seven months after filing. Find details and more featured cases here.
Attorneys David Petersen, Ted Herzog, and Duncan Delano recently provided the legal horsepower for a new, seven-lot rural residential development to be known as Trillium Estates on Chehalem Mountain. The property originally included one structure, which was slated for removal prior to development of the new parcels. Rather than the mundane bulldozing of the house, the client allowed the Newberg Fire Department to burn it down in a “burn to learn” training exercise.
Tonkon Torp is featured in an article in the April 2011 issue of the ABA Journal. The firm’s work on the Sunwest bankruptcy case is the topic of the story, which discusses our representation of Clyde Hamstreet, the Chief Restructuring Officer for the case. The Sunwest bankruptcy concluded with a $1.2 billion deal, which was the culmination of one of the biggest and most complex bankruptcy cases of its kind ever filed in Oregon.
In August 2010, Blackstone Real Estate Advisors closed a $1.2 billion deal to acquire 134 senior living properties from bankrupt Oregon-based Sunwest Management, formerly the country’s fourth largest (and largest privately-held) senior living operator. Tonkon Torp represented the Chief Restructuring Officer of Sunwest in this deal, which was the culmination of one of the biggest and most complex bankruptcy cases of its kind ever filed in Oregon.
Community Involvement & Activities
Community Services, Inc.
Board of Trustees, Member
Board of Trustees, Former Chairperson
Court Appointed Special Advocates (CASA) for Children of Multnomah, Washington & Columbia Counties
Multnomah Bar Association
Tonkon Torp LLP has appointed partner David Petersen as Co-Chair of its Business Department. “David is a very smart lawyer, with a strategic and technical mind,” said Kurt Ruttum, Managing Partner.
Forty-nine Tonkon Torp lawyers representing 36 practice areas have been selected for inclusion in The Best Lawyers in America® 2024. All of the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
Chambers USA has recognized 26 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2023 Guide.
Tonkon Torp partners David Petersen and Kimberlee Stafford have each been honored by JD Supra’s 2023 Readers’ Choice Awards. Kimberlee earned the #6 spot and David earned the #7 spot in Real Estate for their 2022 content and thought leadership.
Fifty-three Tonkon Torp lawyers representing 37 practice areas have been selected for inclusion in The Best Lawyers in America® 2023. Nearly all the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
By David J. Petersen – On January 31, the Portland City Council passed its Housing Regulatory Relief package. This package, which had been approved by the City Planning Commission on a 7-1 vote in November, follows years of lobbying from the development industry and public testimony on the significant roadblocks to developing new housing in the City.
By David J. Petersen – Last week, after a multi-year battle, the Oregon Energy Facility Siting Council (EFSC) unanimously approved a site certificate for the Nolin Hills renewable energy facility. This decision represents an important milestone in the development of renewable wind energy in our state.
By David J. Petersen – Hydrogen is the most abundant element in the universe. It is also chock full of energy. Approximately one kilogram of hydrogen contains as much energy as one gallon of gasoline. Unlocking that energy for human use is perhaps the Holy Grail of a carbon-free future.
By David J. Petersen – Rising interest rates doomed Silicon Valley Bank (SVB), which was shut down by federal regulators in mid-March after a run on deposits that the bank couldn’t cover. Similar failures followed in other regional banks in New York and San Diego. Commercial real estate relies heavily on the banking industry for capital, with loans and leases on the books of banks reaching $5.31 trillion, an 11.2% increase in the last year.
By David J. Petersen – Across the nation, residential rents continue to outpace wage growth, making housing less affordable for many. In 2022, the national median rent increased by 17%. Oregon is no exception. Oregon renters spend, on average, 25% of their income on rent, the ninth-highest percentage in the nation.
Publications & Presentations
David is the founder of, and a regular contributor to, Tonkon Torp’s Ear to the Ground blog, which provides timely commentary on issues that affect the commercial real estate and development communities in the Pacific Northwest.
“Commercial Leases and COVID-19: Agreements Are Still Feasible,” DJC Oregon, June 2020
Panelist, “A Pandemic Primer for Cannabis Businesses – Unique Challenges for a Unique Industry,” April 2020
“Things to Think About for Commercial Cannabis Leases in Oregon,” Portland Business Journal, September 2019
“USA Regional Real Estate Guide – Oregon,” Chambers and Partners, May 2019
“Cross-Laminated Timber (CLT) – Prospects and Risks,” Business of Portland podcast, Pamplin Media Group, October 2018
“Tax Cuts and Jobs Act – Selected Real Estate Impacts,” June 2018
“Family Shelter – From Vice to Nice: A Case Study,” February 2016
“Requiring Utilities to Buy Solar Power Under PURPA,” Solar Now! University, June 2014
“Title Insurance and Survey Review: What You Need to Know” and “Step-by-Step Through the Purchase Contract,” Handling Real Estate Transactions with Confidence, National Business Institute, December 2013