Real Estate & Land Use Law
Sales & AcquisitionsWe assist our clients with all aspects of purchasing, selling and financing both developed and undeveloped real estate. Particular areas of expertise include negotiations, title, permitting, due diligence, environmental compliance, ownership structures, 1031 exchanges and property tax. We focus on getting the transaction closed on time and on budget while meeting our clients' business objectives.
LeasingOur leasing expertise ranges from modest to multi-million dollar transactions for both landlords and tenants. We have decades of experience with leases in all commercial settings, including industrial parks, office buildings, shopping centers, warehouses, energy projects and special use facilities.
Environmental & Natural ResourcesMany real estate matters involve environmental liability, discharge permits, water rights and other natural resources issues. We advise clients in structuring transactions and managing their property — including a wide variety of commercial, industrial and timberland properties — to address these matters. More information about our environmental law abilities can be found on our Environmental & Natural Resources page.
Land Use & DevelopmentWe help clients successfully navigate Oregon's complex land use laws to secure appropriate zoning entitlements and related permits, and we defend those approvals on appeal. With our help, our clients have developed a wide variety of projects including industrial complexes, retail centers, office buildings, residential subdivisions, apartments, condominiums, energy projects, and special use facilities.
ConstructionWe assist owners and developers of commercial and industrial projects, both large and small, to negotiate and document their architectural services agreements, construction contracts, and financing arrangements. We also help our clients resolve construction-related disputes and to address the wide range of other issues that arise with any complicated development project.
Administrative LawGovernment administrative agencies are crucial but often-overlooked regulators with significant control over our clients’ real estate and development objectives. We help navigate these complexities.
LitigationTonkon Torp litigates real property disputes involving leases, contracts, easements, liens, timber trespass, property taxes, construction, condemnation, environmental liability, and boundary lines. More information can be found on our Real Estate Litigation page.
Workouts and BankruptcyOur real estate expertise includes significant experience in workouts, loan restructuring, lease modifications, foreclosures, and bankruptcies that involve real estate assets.
Read our Ear to the Ground Blog for frequent updates and articles on commercial real estate in the Pacific Northwest and beyond!
Portland’s First Living Building in the Heart of Downtown
On March 31, 2020, Owen Blank and Rachel Atchison helped their client close on the beginning of Portland’s first living building, which will be located at SW 1st Avenue and SW Pine Street. The “Living Building” will meet the world’s most stringent sustainability standards. It will have many amazing attributes, like use of filtered heat recovery ventilation and cross-laminated timber certified by the Forest Stewardship Council.
Tonkon Torp Helps Albina Head Start Purchase Property for Community Cornerstone
Attorneys from Tonkon Torp’s Real Estate & Land Use Practice Group are celebrating a successful real estate purchase for pro bono client Albina Head Start (AHS). For more than 40 years, AHS has leased space at a former church building in NE Portland for its Tina Clegg Center. The Center, a community pillar for one of Portland’s historic communities of color, houses both a Head Start program serving 60 low-income families and AHS administrative offices that coordinate and provide services for numerous additional families.
Tonkon Torp Attorneys Help Secure Portland’s First Five-Star Hotel Project
Tonkon Torp played a foundational role in paving the way for Oregon’s first five-star hotel development, the 35-story Ritz-Carlton hotel in downtown Portland. Attorneys from the Real Estate & Land Use Law Practice Group represented their client, the landowner, in negotiating an agreement to enter into a ground lease (AEGL) with BPM Real Estate Group, a Portland-based developer, assisting with the fulfillment of the AEGL’s conditions, and closing the transaction with the parties entering into the ground lease itself.
Tonkon Torp Guides Unique Renewable Energy Project Through Key Phases
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 Crosses the Finish Line with a Fast Moving Real Estate Transaction
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.
Albina Head Start Turns on First Solar-Powered Building with Assist from Tonkon Torp
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.
Tonkon Helps Tonkin
For decades, Tonkon Torp has been honored and proud to represent the Tonkin family and its businesses. In fact, the relationship dates back to the post-World War II era.
Tonkon Torp Obtains First-of-its-Kind Site Certificate for Oregon Wind Facility
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 Facilitates Sale of Iconic Coronado Theatre
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 in the Driver’s Seat for Fast Dealership Purchase Ride
Auto dealership sales are generally straightforward affairs that frequently involve both business and real estate assets. In 2015, Tonkon Torp got involved in a purchase transaction that took a unique turn. Find details and more featured cases here.
Tonkon Torp Stays the Course in the Mississippi Avenue Lofts Project
The process to acquire, complete and sell the Mississippi Avenue Lofts involved a broad range of legal transactions from Tonkon Torp, including a funding round, multi-party loan and purchasing agreements, litigation and a final sale. Find the details and more featured cases here.
Tonkon Torp Helps Columbia Land Trust Establish Sandhill Crane Habitat Preserve
Attorneys from Tonkon Torp’s real estate and land use, and environmental and natural resources teams represented the Columbia Land Trust in negotiating and completing the transfer of property for a habitat preserve. Find details and more featured cases here.
Yakima Products Acquires New Headquarters Campus with Help from Tonkon Torp
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 Helps Human Solutions Secure New Family Shelter Site
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 Completes Complex Asset Sale for Privately Held Business
In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.
Historic U.S. Bank Block Sale
Tonkon Torp real estate and tax lawyers were instrumental in the complex, $40 million sale of the historic U.S. Bank Block in downtown Portland to real estate investment firm ScanlanKemperBard. Find details and more featured cases here.
United States Bakery
Tonkon Torp has represented United States Bakery (USB), best known for its Franz Family Bakery brands, for more than 40 years. Find details and more featured cases here.
Tonkon Torp Helps Albina Head Start Stabilize Finances for Enhanced Programming
Albina Head Start, Inc. (AHS), which serves more than 1,000 low-income children and their families in North, Northeast and Southeast Portland, faces the future in a stronger financial position thanks to a significant pro bono effort by Tonkon Torp. Find details and more featured cases here.
Tonkon Torp Helps Commercial Real Estate Owner With Critical Sale Hurdle Through Defeasance
Tonkon Torp’s timely and experienced loan defeasance work permitted a shopping center owner to realize the profitable sale of that real estate in a transaction that initially appeared to be financially infeasible. Find details and more featured cases here.
Tonkon Torp Finds Solution to Property Purchase Dilemma
Tonkon Torp attorneys Owen Blank and Max Miller represented the buyer in a recent purchase of Portland area property that was previously the site of a gas station and had contaminated soil that presented potential liability and development risk issues.
"Burn To Learn" Training Clears the Way for Residential Development
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.
Sale of High Profile Downtown Portland Mixed-Use Property
Represented client members of the seller in the sale of a 17-story high profile downtown Portland mixed-use property that includes ZGF's world headquarters, luxury apartments, and ground floor retail.
Acquisition of Cross-Dock Terminal
Represented the purchasers in their acquisition of a 176 door cross-dock terminal located on 24 acres in north Portland.
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.
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.
Acquisition of Office Buildings
Represented the purchaser in its acquisition of two office buildings in Suntech Corporate Park, in Hillsboro, Oregon. Sale price: $22,000,000.
Acquisition of Organic Herb Farm
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.
Acquisition of Suburban Business Center
Represented the purchaser in its acquisition of a 170,000 square foot business center in Hillsboro, Oregon. Purchase price: $19,000,000.
Advising National Seniors Housing Clients
Ongoing representations of major retirement residence companies in their real estate transactions, business sales and acquisitions, and construction and loan transactions, including Fannie Mae and Freddie Mac loans, throughout the United States. Recent projects included sales of independent living facilities in California and purchase of others in Louisiana, and numerous construction and permanent loan transactions nationally.
- Represented sellers in the sale of six affordable housing projects across the state of Oregon. Total sale price: $18,000,000.
- Represented the seller of an 89 unit high rise affordable housing project in downtown Portland. Sale price: $12,400,000.
Agreement with Portland Community College
Negotiated and documented a unique agreement with Portland Community College to provide on-campus Head Start Program.
Build to Suit Manufacturing Facility in Nebraska
Negotiated and drafted a design-build construction contract for a manufacturing facility in North Platte, Nebraska.
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.
Commercial Lease in Corvallis, Oregon
Represented the owner of a retail mall in Corvallis, Oregon in negotiating a new lease with the anchor tenant.
Complex Real Estate Reorganization
Completed the acquisition of six tenancy-in-common and 10 LLC interests in a complex series of transactions which effectuated the separation of multiple owners from other multiple owners. Required a combination of real estate and LLC reorganization transactions.
Condominium Project Representation
Represented the purchaser of a troubled green condominium project in North Portland. This Multnomah County Circuit Court case involved over 20 parties, including the architect, general contractor, subcontractors and suppliers. The building, although brand new, experienced significant construction defects, including a prematurely failed roof and acoustic separation issues. The case was ultimately settled following a series of joint expert investigations and a comprehensive mediation process.
Coordinated Legal and Political Resolution of Condemnation Threat
Negotiated master lease and right of entry to protect primary place of business under threat of condemnation, while reserving future claims. Involved coordinated strategy with an outside government relations group.
Defeasance of Portland Hotel Loan
Advised Portland hotel owner on defeasance and simultaneous new loan transaction secured by hotel real estate.
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.
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.
Downtown Portland Land Use and Redevelopment
Ongoing counsel to owner of Portland central city retail center regarding land use and redevelopment issues.
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.
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.
Formation of Qualified Opportunity Fund
Formed and organized a Qualified Opportunity Fund, Qualified Opportunity Zone Business, and Fund Manager for purposes of investing in real estate located in an opportunity zone in Portland, Oregon.
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.
On behalf of The Greenbrier Companies, negotiated and prepared a Lease Amendment for their headquarters space which extended the lease term for eight more years and expanded the leased premises from 37,700 square feet to 58,000 square feet.
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.
Idaho Timberlands Purchase
Represented major forest products company in purchase of 17,000 acres of Idaho timberlands, including associated agreements and acquisition of ancillary property rights.
In re Stayton SW Assisted Living, L.L.C. (the Consolidated Sunwest Related Entities)
(Bankr. D. Or.) - Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 seniors housing facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.
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.
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.
Lease of Athletic Club
Represented the owner of a downtown athletic club facility which involved termination of the defaulting tenant, repossession of the facility and consummation of a long term lease with a new tenant.
Long Term Lease of Office Building with Option to Purchase
Represented the owner of a vacant headquarters office building in negotiating a long term build to suit lease with a state agency which provides for an option to purchase following occupancy by the tenant.
Milwaukie Light Rail Condemnations
Represented various owners in connection with condemnations resulting from the Milwaukie Light Rail extension.
Multi-State Real Estate Holdings
Represented complex limited partnership, with multi-state real estate holdings, in connection with separation from corporate general and limited partner and governance issues.
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.
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.
Portland Warehouse Acquisition with SBA Financing
Represented the buyer of a Portland warehouse with SBA financing. Issues included purchase and sale negotiations, title, survey, environmental, property inspection, other due diligence review, negotiation of a short term lease back to the seller, and forming a new entity to take title.
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.
Purchase of Inner-Eastside Retail Center
Represented purchaser in acquiring inner-eastside retail center.
Purchase of Partially Completed Mixed Use Development
Assisted investor in purchase of partially completed mixed use development project in Portland, including assignment and assumption of related financing and construction agreements, followed by construction defect litigation and then refinancing of the completed project.
Purchase of Portland Property
Represented purchaser in acquiring half-block of downtown Portland property with known environmental issues for future development.
Purchase of Williams Sonoma's Signature Building
Represented purchaser in acquiring Williams Sonoma's signature building on NW 23rd Avenue.
Refinancing of Big Box Facilities
Represented the owner in refinancing three big box facilities in Tualatin, Gresham and Salem, Oregon that are leased to Dick's Sporting Goods. Total loan amount: $18,000,000
Refinancing of Mixed Use Project
Represented one of the owners in the refinancing of a large mixed use project in downtown Portland.
Refinancing of Office / RD Project
Represented the owner in refinancing an office / RD project in Hillsboro, Oregon. Loan Amount: $16,000,000
Refinancing of Retail Facility
Represented the owner in refinancing a 65,000 square foot retail facility in Beaverton, Oregon anchored by Nordstrom Rack. Loan amount: $7,250,000
Relocation of Headquarters
Represented Banfield Pet Hospital in the negation of a long-term lease and development agreement in connection with the relocation of Banfield's corporate headquarters to Vancouver, Washington. The transaction involved the construction of a new 206,000 square foot office building and related amenities.
Removal of Historic Designation
Represented a non-profit entity in the removal of a historic designation from the primary portion of its campus in Lake Oswego.
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.
Represented Land Owner with Joint Venture Development
Represented land owner in connection with a joint venture development of a multi-story retail, office, apartment complex in downtown Portland.
Negotiated the lease for a Hawaiian-Time Restaurant in Springfield, Oregon.
Retail Lease in Longview-Kelso, Washington
Represented the owner of the Twin City Shopping Center in Longview-Kelso, Washington in negotiating and consummating a new lease with Harbor Freight Tools, USA, Inc. The leased premises contain 14,200 square feet.
Road Construction Project
Represented a company with its corporate headquarters in Wilsonville, Oregon in consummating a Development Agreement with the City of Wilsonville pursuant to which the city and the company shared the cost of constructing a major street project.
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.
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.
Sale of College Campus Facilities
Represented the seller in the $26,120,000 sale of the former InFocus office building to the Oregon Institute of Technology. The property consists of a 220,000 square foot office building constructed on seven acres that was redeveloped by our client as the Portland area campus for the Oregon Institute of Technology prior to the sale.
Sale of Downtown Portland Office Building
Represented the seller in the sale of a downtown office building to Portland State University. Required significant negotiations with sophisticated tenants modifying or terminating leases, and navigation of applicable state oversight rules. Sale price: $24,000,000
Sale of Farm Land to Metro
On behalf of three family members, negotiated the sale of eighty acres of farmland to Metro as part of Metro's Greenspaces program.
Sale of Forest Land
Represented the owners in selling approximately 7,150 acres of forest land located in Union County, Oregon.
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.
Sale of Industrial Equipment Manufacturer Assets and Real Property
Represented a heavy equipment manufacturer in the sale of its business assets and real property which involved debt payoff, real property sale and leasing, and product manufacturing issues.
Sale of Kent, Washington Manufacturing Facility
Represented the seller in the sale of a 125,000 square foot manufacturing facility located in Kent, Washington.
Sale of Linn County Tree Farm
Represented the seller of a Linn County, Oregon tree farm that had been family-owned for some 60 years.
Sale of Regional Shopping Mall
Assisted the owner of Lloyd Center Mall in dividing the Mall into two parcels which were then sold to different purchasers. This representation included drafting amendments to reciprocal easement agreements which will govern operation and management of the two parcels and obtaining approvals from the City of Portland providing for the separation of sewer, water and fire and life safety systems. Total sale price: $188,250,000
Sale of Shopping Mall - Corvallis, Oregon
Represented the seller on the sale of the Cannery Mall Shopping Center in Corvallis, Oregon. Sale price $7,900,000.
Sale of Southwest Portland Office Building
Represented the seller in the sale of a 38,000 square foot office building in Southwest Portland.
Sale of Wilsonville Distribution Center
Represented the seller in the sale of the former G.I. Joe's headquarters / distribution center in Wilsonville to Southern Wine & Spirits of America. The property consists of a 300,000 square foot warehouse facility, with 60,000 additional square feet of office space, constructed on 25 acres. Sale price: $17,850,000
Sale to Wal-Mart
Represented the owner of a vacant big box facility in Milwaukie, Oregon in a sale to Wal-Mart. Sale price: $5,500,000
Sale-Leaseback of Fast Food Restaurant
Negotiated the sale and long-term leaseback of two locations of a prominent fast food franchise in Oregon.
Senior Housing Loan
Negotiated and closed a $16.7 million permanent loan with local counsel based in Camp Hill, Pennsylvania for an independent living facility in Bethlehem, Pennsylvania.
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.
Yakima, Washington Apartment Purchases
Represented the purchaser of two apartment complexes in Yakima, Washington. Handled the negotiation and closing of acquisition loan as well as title review, title clearing, and due diligence for client.