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Retail and Shopping Center Acquisitions: Negotiating the Purchase and Sales Agreement, Conducting Legal Due Diligence

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, March 31, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will prepare real estate counsel to negotiate and document the acquisition of retail-based commercial assets. The program will discuss key legal issues involved in purchasing and selling a retail or shopping center, taking into account the unique issues in this asset class. The program will focus on seller representations, warranties, and critical contract contingencies in the purchase and sale agreement.


Purchasing a retail or shopping center is fraught with complex issues to resolve in a relatively short due diligence period. The seller's reps and warranties for the property become critical to the buyer. The buyer must ensure that the purchase and sale agreement enables the buyer to terminate the agreement in the event of the seller's breach or the seller's inability to satisfy the closing conditions.

Critical due diligence measures include lease reviews, tenant estoppel certificates, service contracts and warranties, reciprocal easement agreements, declarations of covenants, conditions and restrictions, and zoning requirements if the center will be redeveloped.

Listen as our authoritative panel of real estate practitioners provides strategies for buyers' and sellers' counsel negotiating retail or shopping center purchase and sales transactions. The panel will then discuss how to draft key provisions of the purchase and sale agreement, including representations and warranties, conditions precedent, closing conditions, defaults, and remedies.



  1. Market trends for retail/shopping center purchase and sales transactions
  2. Critical purchase and sales agreement provisions: buyer and seller perspective
    1. Due diligence: rights and timing and scope of review
    2. Title, survey, and CCR and declaration review
    3. Lease abstracting, CAM, and exclusive use conditions
    4. Dealing with anchors and other 800 pound gorillas
    5. Estoppels and tenant interviews
    6. Seller representations and warranties
    7. Conditions precedent
    8. Buyer's lender demand for SNDA and other lender concerns
    9. Closing contingencies
    10. Defaults and remedies
    11. Post-closing issues and true-ups for taxes and operating expenses


The panel will review these and other key issues:

  • What are current market conditions that affect the terms of real estate purchase agreements, particularly seller representations and warranties?
  • What are the common legal issues retail center purchasers should consider when conducting due diligence before closing a deal?
  • What are the most commonly disputed issues during retail center purchase negotiations, and what are some practical approaches for resolving them?


Kakstys, Clint
Clint Kakstys

Sills Cummis & Gross

Mr. Kakstys’ practice focuses on the acquisition, disposition and financing of commercial properties. He...  |  Read More

Spendlove, Gretta
Gretta C. Spendlove

Shareholder, Board of Directors
Dentons Durham Jones Pinegar

Ms. Spendlove is on the Board of Directors of Dentons Durham Jones Pinegar and practices in the Real Estate Section,...  |  Read More

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