VOLUME I

CHAPTER 1
Introduction
Purpose; Format; The Role of the Attorney in Commercial Real Estate Transactions; The Purchase and Sale Process; Forms
– Angela M. Christy

CHAPTER 2
Brokers and Agents
Licensing Requirements; Continuing Education and License Renewal Requirements; The Agency Relationship and Dual Agency; Listing Agreements; Buyer/Broker Agreements; Facilitator Agreement; Disclosure Requirements; Override Clauses and Protective Lists; Broker Price Opinions; Trust Accounts; Real Estate Education, Research, and Recovery Fund; Commission Actions; Fraudulent, Deceptive, and Dishonest Practices; Statutory Requirements and Prohibitions
– Lynn M. Leegard & Marvin A. Liszt

CHAPTER 3
Purchase Agreements and Contingencies
Introduction; Formation; Enforceability; Warranties; Doctrine of Merger; Risk of Loss; Assignment; Special Residential Issues; Special Commercial Issues; Appendix A – Commercial Purchase Agreement
– Mark E. Hamel & Eric Goodemote

CHAPTER 4
Covenants, Representations Warranties, and Indemnification in Commercial Transactions
Introduction; Special Covenants; Representations; Statutory Disclosure Requirements; Warranties; Indemnification; “As Is” Clauses
– Daniel J. Cole, Jr. & Thomas L. Bray

CHAPTER 5
Income Tax Considerations
Introduction; Income Tax Basics; Installment Sales of Real Estate/Contracts for Deed; Residential Real Estate – Special Issues
– Lloyd G. Kepple & Andrew G. Seifert

CHAPTER 6
Cancellations of Purchase Agreements
Introduction; Cancellation of Purchase Agreements Under Minnesota Statutes Section 559.21; Cancellation of Residential Purchase Agreements Under Minnesota Statutes Section 559.217; Injunctions Against Cancellation; Consensual Cancellation
– Larry M. Wertheim

CHAPTER 7
Due Diligence in Commercial Transactions
Introduction; Document Review; Physical Condition; Appendix A – Due Diligence in Commercial Transactions Checklist
– Paul B. Kilgore

CHAPTER 8
Disclosures and Due Diligence in Residential Transactions
Introduction; Seller Disclosures; Licensee Disclosures; Due Diligence: Financing; Due Diligence: Condition of the Property; Due Diligence: Title; Due Diligence: The Closing Process; Appendix A – Summary of Required Disclosures
– Scott M. Lucas & Shaun D. Redford

CHAPTER 9
Title Issues and Title Insurance
Introduction; Examination of Title; Title Clearance; Title Insurance
– Barbara Buhr Gillmore

CHAPTER 10
Legal Description, Survey, and Subdivision Issues
Legal Descriptions; Survey Requirements; Survey Issues; Subdivision Requirements
– James M. Neilson

CHAPTER 11
Property Tax Considerations
Overview; Real Property; Property Classifications; Value for Tax Purposes; Assessments; Other Issues Relating to Sale and Purchase of Real Estate on Property Tax; Due Dates for Property Taxes
– Angela M. Christy & Crystal A. Thorpe

CHAPTER 12
Closings and Closing Documents
Introduction; Closing Checklist and Closing Timetable; Standard Documents; Commercial Closings; Residential Closings; Miscellaneous Items; After the Closing; Appendix A – Closing Checklist; Appendix B – Closing Timetable; Appendix C – Purchaser Closing Instruction Letter; Appendix D – Tenant Estoppel Certificate
– Tammy J. Schemmel

CHAPTER 13
Recording Documents
Abstract and Torrens Property; Recording Requirements; Deed Tax; Mortgage Registration Tax Issues; Electronic Recording; Practical Advice; Appendix A – Minnesota Department of Revenue Form DT1; Appendix B – Minnesota Department of Revenue Form DT2; Appendix C – Minnesota Department of Revenue Form MRT1; Appendix D – Recording Checklist; Appendix E – Uniform Conveyancing Blanks; Appendix F – Statewide Recording Fees; Appendix G – eCRV Questions/Information Required
– Nancy K. Landmark

CHAPTER 14
Defaults and Remedies
Introduction; Election and Limitation of Remedies; Abandonment and Cancellation; Rescission; Damages; Specific Performance; Fraud and Misrepresentation; Merger Doctrine; Alternative Dispute Resolution; Title Defect Remedies; Right to Possession; Statutes of Limitation; Interstate Land Sales Full Disclosure Act and Minnesota Subdivided Land Sales Practices Act; Securities Laws
– Lica Tomizuka

VOLUME II

CHAPTER 15
Letters of Intent
Introduction; Definition and Elements; Enforceability; Other Considerations; Summary; Appendix A – Form of Letter of Intent
– Rachel H. Pollock & Lica Tomizuka

CHAPTER 16
Options, Rights of First Refusal and Rights of First Offer
Introduction; Options; Right of First Refusal; Right of First Offer; Enforcement; Bankruptcy Concerns
– Rachel H. Pollock & Lica Tomizuka

CHAPTER 17
Special Issues in New Construction
Introduction; A Checklist Approach; The Impact of New Construction on the Commercial Purchase Agreement; The Impact of New Construction on the Loan Transaction; Residential New Construction; Minnesota’s Mechanic’s Lien Law; Appendix A – Minnesota State Bar Association Standard Residential Purchase Agreement and Contract for New Construction; Appendix B – Minnesota Association of REALTORS® Purchase Agreement: New Construction
– Stephen E. Yoch

CHAPTER 18
Special Issues for Common Interest Communities
Introduction; Definitions; Applicability; Other Unique Characteristics; Purchase Agreements: Unique Features; Disclosure to Purchasers; Purchaser’s Cancellation Rights; Closing Matters; Appendix A – Checklist for Conveying CIC Property
– Mark S. Radke

CHAPTER 19
Special Issues for Residential Lake Property
Introduction; Applicable Laws and Permits; Inspections and Due Diligence; Shoreland Descriptions; Discussion of Riparian Issues; Encroachments/Boundary Lines; Access to the Property
– Charles A. Andresen & Samuel D. Felix

CHAPTER 20
Special Issues for Retail/Office Property
Introduction; Due Diligence Topics that are Common to Retail and Office Projects; Due Diligence Activities that are Common to Retail and Office Projects; Due Diligence Topics that are Unique To Retail Projects; Due Diligence Topics that are Unique to Office Projects; Appendix A – Tenant Estoppel Certificate
– Gary C. Eidson

CHAPTER 21
Special Issues When Purchasing Property for Development
Introduction; Understand the Proposed Development Before Drafting the Purchase Agreement; Investigate Project Design Requirements Before Drafting the Purchase Agreement; Land Use Controls of Cities, Towns, and Counties; Development Agreements; Time for Minnesota Agencies to Act: The 60-Day Rule; Applying the Doctrine of Estoppel to Government Action; Other Land Use Controls that Apply to Development of Property; Additional Purchase Agreement Considerations When Purchasing Land for Development; Appendix A – Initial Questions for Client; Appendix B – Initial Inquiries of Local Government; Appendix C – Form Zoning Letter
– Patrick B. Steinhoff

CHAPTER 22
Special Issues for Distressed Property
Introduction; Managing Client Expectations; Recognizing Distressed Property; First Steps; Purchasing Distressed Property that is Not in Foreclosure; Purchasing Distressed Property in Foreclosure; Negotiating with the Lender; Other Considerations When Buying from a Lender; Title Insurance; Purchase of Property in Bankruptcy; Appendix A – Purchase Agreement Drafting Considerations
– David W. Kelley & Paul C. Rachie

CHAPTER 23
1031 Exchanges
General; Property Qualifying for I.R.C. § 1031 Treatment; Nonqualifying Property Given and Received; Basis in Property Received; Multi-Party Exchanges; Deferred Exchanges; Reverse Exchanges; Replacement Property to be Built; Exchanges Involving Partners and Partnerships; Tenancy in Common Interests; Select Issues Regarding Debt in Exchange Transactions; Special Purpose Entities and Delaware Statutory Trusts; Related-Party Exchanges; Special Issues; Exchanges and Other Internal Revenue Code Sections
– Jeffrey R. Peterson

CHAPTER 24
Environmental Issues
Introduction; Environmental Disclosures; Environmental Due Diligence; Addressing Environmental Contamination; Appendix A – Owner’s Notification Requirements in Minnesota Statutes Section 116.48; Appendix B – Form of Underground Storage Tank Affidavit; Appendix C – Form of MPCA Change of Ownership Notice; Appendix D – MPCA Form of Environmental Covenant Under UECA
– Paul S. Moe & Allen Wheeler

CHAPTER 25
Contracts for Deed
Introduction; Drafting; Modifications and Extensions of Contracts for Deed; Assignments of Contracts for Deed; Remedies; Statutory Cancellation Pursuant to Minnesota Statutes Section 559.21; Miscellaneous Issues
– John H. Brennan

CHAPTER 26
Financing Documents
Introduction; Differences Between Residential and Commercial Financing; Loan Agreement; Commitment; Promissory Note; Mortgage; Assignment of Leases and Rents; Guaranties; Security Agreement; Financing Statement; Subordination, Nondisturbance, and Attornment Agreement; Environmental Indemnity; Disbursing Agreement; Opinion of Counsel
– John M. Koneck

Table of Authorities
Subject Index

• Checklist for Conveying CIC Property  (Chapter 18)
• Closing Checklist (Chapter 12)
• Closing Timetable (Chapter 12)
• Commercial Purchase Agreement  (Chapter 3)
• Due Diligence in Commercial Transactions Checklist (Chapter 7)
• Form Letter of Intent (Chapter 15)
• Minnesota Association of REALTORS® Purchase Agreement (Appendix B)
• Minnesota Association of REALTORS® Purchase Agreement: New Construction (Chapter 17)
• Minnesota Department of Revenue Form DT1 (Chapter 13)
• Minnesota Department of Revenue Form DT2 (Chapter 13)
• Minnesota Department of Revenue Form MRT1 (Chapter 13)
• Minnesota State Bar Association New Construction Purchase Agreement (Chapter 17)
• Minnesota State Bar Association Standard Purchase Agreement  (Appendix A)
• MPCA Change of Ownership Notice  (Chapter 24)
• MPCA Environmental Covenant Under UECA (Chapter 24)
• Purchaser Closing Instruction Letter (Chapter 12)
• Recording Checklist (Chapter 13)
• Tenant Estoppel Certificate  (Chapters 12 and 20)
• Underground Storage Tank Affidavit  (Chapter 24)
• Zoning Letter (Chapter 21)

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