Brian L. Lewis

Brian is the chair of Ryan Swanson’s Real Estate, Development & Finance Group. He focuses his practice on commercial real estate transactions and debtor/creditor relations. Brian has drafted, negotiated and reviewed purchase and sale agreements, leases, loan documents and development agreements on behalf of lenders, borrowers, real estate developers and institutional property owners for all types of real estate projects. He also has extensive experience in drafting condominium documents for residential, commercial and mixed-use new construction and condominium conversion projects.  He has worked on a number of large scale projects throughout the City of Seattle and the greater Puget Sound area and has helped Ryan Swanson’s clients close over $1 billion of real estate transactions every year since 2015.  Brian is a member of the American College of Real Estate Lawyers and presently serves as the Chair of the Washington State Bar Association’s Real Property, Probate & Trust Section (RPPT).   In 2011, Brian was one of the primary contributing drafters of the 2011 legislative amendments to the Washington State Receivership Act and has handled dozens of real estate transactions arising from state and federal insolvency proceedings.

Representative Experience

• Represent Cornish College of the Arts in its acquisition, disposition, leasing, development and financing of multiple downtown Seattle properties related to its campus relocation from Seattle’s Capitol Hill to the South Lake Union/Denny Triangle neighborhood.
• Represent City of Seattle in negotiation of mixed-use development agreement for Seattle Civic Square located at 3rd and James in downtown Seattle, sale of Pacific Place Garage and sale and re-development of Mercer Mega Block in South Lake Union.
• Represent one the nation’s fastest growing publicly traded homebuilders in over $300 million of land acquisitions in Washington and Oregon for development into single-family common interest communities under the Uniform Common Interest Ownership Act (UCIOA)
• Represent publicly traded Real Estate Investment Trust in various acquisition, disposition and financing matters for shopping centers located throughout the Puget Sound region, including grocery-anchored mixed use development projects in condominium structure.
• Serve as lender’s counsel for Seattle based opportunity/hedge fund in connection with $31 million bridge financing for development of Woodinville Wine Villages retail and hospitality project in Woodinville, Washington.
• Representation of ground lessee in negotiation of sixty-two year ground lease and exchange agreement with Washington State Parks and Recreation Commission for conversion of historic seminary building into lodge and hospitality venue at Saint Edward Park in Kenmore, Washington ($55 million total project cost)
• Serve as borrower’s counsel for negotiation of $65 million construction loan coupled with simultaneous $90 million mezzanine loan under inter-creditor agreement for development of 266 unit condominium project in downtown Seattle (the “Emerald”) ($217 million total project costs).
• Represent developer/borrower in connection with $255 million construction financing and negotiation of development agreement with adjacent property owner (Rainier Club) for mixed-use tower project at Fifth and Columbia in downtown Seattle.
• Represent Australian investment bank in negotiation and closing of $30 million deed-in-lieu of foreclosure transaction and its subsequent ownership, management and liquidation of 182 unit condominium development located in Seattle, Washington.
• Represent developer/borrower in connection with acquisition and planned redevelopment of historical restaurant/warehouse building on Seattle waterfront.
• Represent purchaser in $46 million acquisition and subsequent leasing of multi-building office park located in Kent, Washington.
• Represent seller of multi-property assisted living and senior housing apartment portfolio for combined $36 million sales price.
• Represent publicly traded community bank in receivership, bankruptcy, and foreclosure proceedings, and its subsequent ownership, management, leasing and resale of $22 million loan portfolio secured by commercial property located in greater Seattle area (In Re Michael R. Mastro).
• Represent senior secured creditor and loan servicer in negotiation and confirmation of $38 million Chapter 11 plan involving multi-tiered loan facility secured by office buildings located throughout Washington (In Re CDC Properties I).

Publications

• Real Property Legislative Update, Washington State Bar Association Real Property, Probate and Trust Section Quarterly Newsletter, Spring 2018
• Turn Out the Lights, the Party’s Over: Advising Borrowers, Tenants, Subordinate Lienholders and Guarantors After Foreclosure, Washington State Bar Association Real Property, Probate and Trust Quarterly Newsletter, Spring 2013
• Recourse Carve-Out Liability for Borrowers and Guarantors, Washington State Bar Association Creditor Debtor Rights Quarterly Newsletter, Summer 2012
• Navigating the Foreclosure Process: Here Are Some Tips That Could Help Protect Lenders Faced With Foreclosing on Condominium Projects, Mortgage Banking, April 2009
• New Washington State Law That Was Intended to Protect Home Buyers Also Covers Other Types of Property, Puget Sound Business Journal, March 2008

Speaking Engagements

• Co-Chair, “Introduction: Anatomy of a Purchase & Sale Agreement and Most Common Points of Contention,” Law Seminars International’s 25^th Annual Advanced Conference on Commercial Real Estate Purchases & Sales (April, 2019)
• “The Washington Uniform Common Interest Ownership Act and its Impacts on Real Property Law,” Washington State Bar Association Real Property, Probate and Trust Section. Co-presented with Clay M. Gatens and Devin McComb, December 2018
• Law Seminars International 23rd Annual Commercial Real Estate Purchase and Sale Transactions Conference. Co-chair with Jennifer D. Cobb, April 13-14, 2017
• Law Seminars International 22nd Annual Real Estate Purchase & Sales Conference. Co-chair with Jennifer D. Cobb, March 21-22, 2016
• “Case law and Statutory Update,” Washington State Bar Association Mid-year Real Property, Probate and Trust Section Conference. Co-presented with Scott B. Osborne, June 2012
• “Case law and Statutory Update,” Washington State Bar Association Mid-year Real Property, Probate and Trust Section Conference. Co-presented with Charles H. Royce, June 2011
• K&L Gates Distressed Real Estate Finance Series: Condominium and Planned Unit Development Considerations,” continuing legal education program, July 2010
• “Condo Project in Trouble,” Washington State Bar Association Fall Real Estate Conference, December 2008

Professional Activities

• Fellow, American College of Real Estate Lawyers (2020-present)
• Member, Ryan Swanson’s Executive Committee (2019-2022)
• Member, Executive Committee of the WSBA Real Property Probate and Trust Section (Chair, 2020-2021)
• Member, Editorial Board of the WSBA Real Property Probate and Trust Quarterly Newsletter (regular author of state-wide real property case law update, (2014-2017)
• Member, University of Washington Estate and Gift Planning Council (advisory council to UW Office of Planned Giving)
• Member, Eller College Associates, advisory committee to the University of Arizona College of Business and Public Administration