Developers
We maintain established relationships with governing organizations like the Portland City Council and the Portland City Planning Commission. These relationships strengthen our ability to advocate for all of our clients’ interests.
We’re also skilled in a broad range of practice areas which serve real estate developers, allowing us to offer comprehensive legal services to our clients, including:
- Environmental due diligence and compliance with respect to local, state and federal regulations
- Drafting and reviewing contracts, bidding documents and other agreements
- Land use and zoning
- Partnership and entity formation
- Corporate ownership, control and management
- Development, licensing and co-branding agreements
- Labor and employment matters
- Litigation, arbitration and mediation of disputes
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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 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 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 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 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.
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.
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.
Victory for Eastern Oregon City in Strategic Investment Program Agreement Payment Dispute
Tonkon Torp represented a city in Eastern Oregon in a dispute with its county over payments from a major data center developer who developed several data centers in both the City and the County. The developer, the City, and the County are parties to a Strategic Investment Program Agreement, sponsored by the State of Oregon, which required the developer to make annual payments in lieu of property taxes. Tonkon helped the City resolve that dispute in a pre-litigation settlement with the County that will give the City at least $5 million more over the term of the Agreement than the County was previously willing to provide.
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.
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.
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.
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.
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.
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.
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.
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.
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.
No Further Action Letter
Obtained No Further Action Letter from DEQ for approximately 85 acres of former millsite brownfield property, allowing it to be developed for industrial use.
Claims from Sale of Business
Prepared arbitration claim and strategy on behalf of clients who sold second-generation family business. Clients did not receive the payments they were entitled to under the sale agreement because the buyer disputed the accuracy of the company's financial statements and asserted rights to offset for indemnity claims. Assisted clients in negotiating a favorable payment structure, which resolved the accounting and indemnity disputes.
Real Property Law
Obtained reversal of trial court's decision on one issue (adverse possession) and reversal of Court of Appeals' decision on another issue (accretion) to obtain a complete victory for client real estate investor. This real property dispute involved a significant parcel of land on the Oregon coast. The case turned on complex accretion issues, a 150-year deed record, and alleged adverse possession of vacant land. (Oregon Supreme Court)
In re Total Mechanical, Inc.
(Bankr. D. Or.) - Total Mechanical, Inc. is a design-build mechanical contractor. When a large judgment was entered against it, Total Mechanical turned to Tonkon to file a Chapter 11 case on its behalf. Within 10 weeks of the filing of its bankruptcy case, the judgment was settled, Total Mechanical was recapitalized, and the bankruptcy case was dismissed.
Construction Arbitration
Successful five-day arbitration to recover damages for defective road construction.
Administrative Law/Water Law
Represented a hydroelectric developer in a citizen dispute regarding a proposed hydroelectric project on an existing dam. The Oregon Court of Appeals affirmed the decision of the Water Resources Department, allowing the project to go forward. (Oregon Court of Appeals)
Sale of Randolph Construction Services, Inc.
Represented Randolph Construction Services, Inc., a woman-owned design-build general contractor in its sale to LVI Services Inc.
In re General Auto Building, LLC
(Bankr. D. Or.) - General Auto Building renovated a former industrial building located in Portland's Pearl District into a five-story commercial office building. The renovation was completed in late 2009, at the nadir of the Portland office market and General Auto Building was forced to file a Chapter 11 case in early 2012. Tonkon represented the company in its bankruptcy case. The company's Plan of Reorganization was confirmed over the aggressive and well-financed opposition of a national law firm that represented the fund that purchased the secured debt.
Homeowners Association Representation
Representation of a homeowners association in legal proceedings against its general contractor arising out of a complex and protracted contract close-out process. Settled on favorable terms.
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.
Condemnation Proceeding Representation
Represented the building owner in a condemnation proceeding involving a warehouse in Portland which is in the path of a new light rail line under construction. The client claimed that the condemning authority's offer of $1.2 million for the warehouse undervalued the property. The matter was resolved through a negotiated settlement favorable to our client.
Property Developer Representation - Breach of Commercial Lease
Represented property developer in an action against its anchor tenant, after the tenant defaulted on a substantial lease which has provided the basis for $25 million in building renovation financing. The matter settled shortly before trial for a substantial recovery. In related cases, we defended the owner against numerous construction lien claims and the lender's foreclosure proceeding.
In re Granada Lakes LLC
(Bankr. D. Or.) - Granada Lakes owned an apartment house in Phoenix, Arizona. Tonkon represented the company in its Chapter 11 case that resulted in the apartment house being deeded to the secured lender. All creditors were paid and all guarantors released.
In re Fountain Village Development
(Bankr. D. Or.) - Tonkon represented Fountain Village in its Chapter 11 case that resulted in a successful confirmed Plan of Reorganization. Al Kennedy and Ava Schoen secured a favorable Chapter 11 restructuring for this commercial real estate enterprise with a portfolio of 20 historic properties in downtown Portland.
Building Product Manufacturer Representation
Represented a building product manufacturer for over 20 years, including playing an oversight role in its defense of numerous construction defect claims and related insurance coverage issues arising out of its hardboard siding product.
In re Renaissance Custom Homes LLC
(Bankr. D. Or.) - With the bursting of the real estate bubble in 2008/09, developer Randy Sebastian and Renaissance Homes turned to Al Kennedy and Tim Conway to find a path through bankruptcy. Tonkon represented the company in its Chapter 11 case which resulted in the recapitalization of the company and its continuation as Oregon's premier home builder.
Fraud and Breach of Contract Defense
Defended a real estate developer against claims of fraud and breach of contract arising from a mixed residential-business-church development project. The client sought our help less than two weeks before the scheduled arbitration hearing. We prepared witnesses, including experts, and assembled documentary evidence in time for the hearing, and we succeeded in protecting our client from any personal liability.
Breach of Fiduciary Duty Claims
Successfully defended and resolved claims of breach of ficuciary duty against founder of family business.
Western Datapro v. Molalla Telephone
(Clackamas County Circuit Court) - Successfully assert breach of contract and fiduciary claims brought against a corporate director and public utilities company.