Book Details

The ACREL Papers--Spring 2014

By ACREL Faculty Members


Purchasers get FREE online access to the entire book, including editable forms.


SPECIAL PRICE for ACREL members—$99! See below.



The ACREL Papers—Spring 2014 covers these immediate issues:

The Challenges of Senior Housing Acquisitions and Finance. Addresses the issues encountered when juggling the varying interests of the buyer/borrower, term and revolving credit lenders, operator and manager


Getting Along or Going to War: Analyzing the Fault Lines in Hotel Owner, Manager and Lender Relationships. Analyzes stressed assets dispositions with or without managers and SNDA issues; and don’t forget those pitfalls in management agreements and loan agreements for hotel owners, managers and lenders


Come Hell or High Water - It Can Happen To You (Or Worse – Your Client): Lease Clauses and Insurance Claims in the Wake of Large Catastrophes. Outside experts experienced in insurance underwriting and real estate casualty claims show where standard documents can and cannot help solve issues created by major catastrophes


Have You Been Napping? 2013 Ethics Update. Get a good look at the new model rules that the ABA House of Delegates adopted at its August 2012 and February 2013 meetings, and how these new rules and opinions will affect transactional lawyers


Stealing Your Property or Paying You for Obeying the Law? Takings Exactions after Koontz v. St. Johns River Water Management District. A clear review of the US Supreme Court’s takings exaction cases since 1987, and its most recent attempt to resolve this contentious issue in Koontz.


Crack the Code: Sustainable Development Through Form-Based Code. Learn to use form-based codes to develop community design and spatial planning.


Marital Counseling and Divorce in Ground Leases: Dealing with Thorny Issues Arising Out of Arrangements that Last a Lifetime (or More). Explores ways ground rent can be reset for the long term so neither party is a loser, while dealing with the interests of multiple third parties in a long-term ground leased project such as sublessees and lenders.


The TIC Bankruptcy Case: Reality or Myth? Can This Really Happen? Find out what the hot button issues are in the TIC bankruptcy case


Banks’ And Borrowers’ Kumbaya: How The Uniform Home Foreclosure Procedures Act [Will][May][Could] Improve Relationships Between Investors, Banks And Borrowers. Get the latest on the major proposals in the UHFPA that would: (i) change the ‘holder in due course’ rules that currently insulate the secondary market from most lender liability; (ii) require third party ‘mediation’ before a foreclosure becomes final; (iii) expedite foreclosures for abandoned property and following deed in lieu negotiations; and (iv) clarify several outstanding issues in foreclosure litigation.



The ACREL Papers—Spring 2014 contains 21 forms and provisions, all available online as editable Word documents:

Excerpts from Purchase and Sale Agreement for Entity Sale

Excerpts from Purchase and Sale Agreement for Asset Sale

A Healthcare Purchase And Sale Agreement: Annotated Provisions.

An Operations and Transfer Agreement: Annotated Provisions.

A Healthcare Master Lease: Annotated Provisions.

A Loan Agreement: Identification of Major Mezzanine Loan Issues and Annotated Loan Agreement Provisions.

Term Loan Closing Checklist

Revolving Credit Loan Closing Checklist

Due Diligence Closing Checklist

Sample Lease Clauses dealing with damage to the property and insurance

Sample Ground Lease Provisions Allowing Assignments, Subleases, and Leasehold Mortgages and Other Leasehold Mortgagee Protection Provisions (Lessor Oriented)

Minimum Leasehold Mortgagee Protections

Model Leasehold Mortgagee Protections (Medium)

Model Leasehold Mortgagee Protections (Maximum)

Form of Construction Leasehold Mortgagee Agreement (For Multi-Building Project on a Ground Leasehold Estate)

Sample Ground Lease Occupancy Tenant Non-Disturbance Agreement Provisions

Sample Ground Lease and Condominium Declaration Provisions for Ground Rent Assessments and Reserves for Payment of Ground Rent by Association (Illinois Leasehold Condominium Projects)

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About the Author


The American College of Real Estate Lawyers is the premier organization of U.S. real estate lawyers. Admission is by invitation only after a rigorous screening process. ACREL's distinguished, nationally-known lawyers have been elected to fellowship for their outstanding legal ability, experience and high standards of professional and ethical conduct in the practice of real estate law.

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Delivered in a fresh, energetic style, The ACREL Papers—Spring 2014, will give you the advice you need in way that is interesting and informative. Here is an example from our lead chapter, “Top Ten Reasons for Getting a Real Estate Lawyer Involved Early in Non-Real Estate Transactions”:


10. An early introduction provides ample time to understand the transaction and to identify and resolve issues.


9. An early introduction offers access and an opportunity to draft/revise the governing document to include relative terms/protections (to avoid “You repped to WHAT?”).


8. An early introduction permits you to ask for directions before you are lost in real estate Hades.


7. At the outset, understand the import of the real property associated with the transaction and act accordingly--you can avoid eating crow for dinner: “The real property is not really essential to the deal [oops]…..”


6. Title insurance, surveys and timing really do matter.


5. You can impress clients with YOUR knowledge of relevant real property issues—or know when to keep your mouth closed….


4. Even if the real property is not “material,” clients can be exposed to significant, unplanned for liability.


3. Real estate lawyers will prepare or review/revise governing documents, real property conveyance documents, title commitments and policies and due diligence—oh, my!


2. Real property is a unique asset – real estate lawyers use appropriate due diligence to discover the true value.


And the #1 reason for getting a real estate lawyer involved early in non-real estate transactions….

1. We help make the firm good!


ACREL members are eligible to receive The ACREL Papers - Spring 2014 for only $99 
(a savings of $60)!

If you are a member of ACREL
purchase the online version for $99     ADD TO CART





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Table of Contents

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Abbreviated Table of Contents

Real Estate Lawyers in Non-Real Estate Transactions (with Sample Forms)
Sheila Nolan Gartland, Vorys, Sater, Seymour and Pease, LLP
Sanford A. Weiner, Vinson & Elkins, L.L.P.
Robert P. Wright, Baker Botts, L.L.P.


A Primer on the Purchase of a Healthcare Facility (with Sample Forms)
Matthew J. Comisky, Blank Rome LLP
Stephen K. Cassidy, Hanson Bridgett LLP
Michael A. Barrett, Perkins Coie LLP


Fault Lines in Hotel Owner, Manager and Lender Relations
William A Weber, Hughes Hubbard & Reed LLP


Fault Lines in Hotels: Financing the Hotel
Charles L. Menges, McGuireWoods LLP


My Hotel Deserves a Brand, But What if I Want to Terminate the Brand?
Raymond S. Iwamoto, Schlack Ito, LLC


Come Hell or High Water - It Can Happen To You (Or Worse – Your Client): Lease Clauses and Insurance Claims in the Wake of Large Catastrophes (with Sample Forms)
Elwood F. Cahill, Jr., Sher Garner Cahill Richter Klein & Hilbert, L.L.C.
Neil C. Kahn, Goodman-Gable-Gould Company/Adjusters International
Rocco Sansone, Marsh USA, Inc.
Leopold Z. Sher, Sher Garner Cahill Richter Klein & Hilbert, L.L.C.


Ethics and the Gatekeeper Initiative: What are My Obligations?
Kevin L. Shepherd, Venable LLP


Ruminations on Ethics
R. Marshall Grodner, McGlinchey Stafford, PLLC


Stealing Your Property or Paying You for Obeying the Law? Takings Exactions after Koontz v. St. Johns River Water Management District
Gregory M. Stein, University of Tennessee College of Law
David L. Callies, Wm. S. Richardson School of Law
Brian C. Rider, Forestar (USA) Real Estate Group, Inc.


Understanding the Legality, Process and Contents of Form-Based Codes
Mark L. Gillem, The Urban Collaborative, LLC
Barry I. Gordon, The Urban Collaborative, LLC


Ground Leases 2014 – An Update
Robert J. Shansky, Scarola Malone & Zubatov LLP


The Most Important Issue in Every Ground Lease
Joshua Stein, Joshua Stein PLLC


It Seemed Like a Really Good Idea at the Time: Rights of First Offer and First Refusal
Joshua Stein, Joshua Stein PLLC


Staying Alive! How New Lease and Other Leasehold Mortgagee Protection Provisions Really Work When the Ground Lessee Defaults (with Sample Forms)
Janet M. Johnson, Schiff Hardin LLP


How to Avoid Eroding the Return on Investment in Ground Lease Rents – Unrelated Business Income Tax Issues for Real Estate Leasing by 501(c)(3) and Other Tax-Exempt Organizations and Real Estate Investment Trusts (REITs)
Janet M. Johnson, Schiff Hardin LLP
Michael J. Huft, Schiff Hardin LLP


Two State Specific Issues that can Affect the Economics or Feasibility of a Project on a Leasehold Estate: Transfer Taxes and the Right to Develop Condominiums
Janet M. Johnson, Schiff Hardin LLP
Brian Spangler, Schiff Hardin LLP


The Life and Death of a TIC Bankruptcy Case: Issues, Defenses and Concerns
David R. Kuney, Sidley Austin, LLP


The Uniform Home Foreclosure Procedures Act (‘Uhfpa’ or ‘You-Huff-Pa’) - No One Seems to Love It (Yet)
William R. Breetz, Connecticut Urban Legal Initiative, Inc.
Barry Nekritz, Faegre Baker Daniels LLP


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