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Brian L. Lewis

Member 

Practice Areas:

Legal Assistant:

Managing your real estate transaction from letter of intent to closing.

Brian chairs the firm’s Real Estate, Development & Finance practice group at Ryan Swanson. With more than two decades of commercial real estate experience, he represents developers, institutional investors, lenders, municipalities, homebuilders, and property owners in complex acquisitions, financing, development, leasing, and restructuring transactions throughout the Pacific Northwest.

Brian has served as lead counsel on many significant real estate projects in the Pacific Northwest. His representative work includes advising the City of Seattle on redevelopment of the Mercer Mega Block in South Lake Union, the sale and redevelopment of the former Public Safety Building site at Third & James, the disposition of the Pacific Place Garage, and the redevelopment of former Seattle City Light properties. He represented the developer of the Fifth & Columbia mixed-use tower in downtown Seattle, negotiating the project’s $255 million construction financing and a series of complex development agreements, and has handled financing for landmark residential projects including The Emerald condominium tower. He represented Cornish College of the Arts in its multi-year campus relocation to South Lake Union, including the acquisition, development, financing, and leasing of multiple properties, the negotiation of a 40-year ground lease for the Cornish Commons student housing project, and the college’s eventual asset combination with Seattle University. In addition, he advised on the $60 million redevelopment of The Lodge at Saint Edward State Park through the negotiation of a 62-year ground lease and exchange agreement with the Washington State Parks and Recreation Commission, and served as lender’s counsel for approximately $200 million in financing for the Woodinville Wine Villages mixed-use development.

In addition, Brian is widely recognized for his work in receiverships, creditors’ rights, and real estate insolvency. He was one of the principal drafters of the 2011 amendments to Washington’s Receivership Act and has represented lenders and investors in numerous distressed real estate matters, including major Chapter 11 restructurings, foreclosure proceedings, and deed-in-lieu transactions involving commercial properties throughout the Pacific Northwest.

A Fellow of the American College of Real Estate Lawyers, Brian is a past Chair of the Washington State Bar Association’s Real Property, Probate & Trust Section and a frequent author and speaker on commercial real estate law, financing, condominium development, and all types real estate transactions. Since 2015, he has helped Ryan Swanson clients close more than $1 billion in real estate transactions annually. He earned his J.D. and M.B.A. from the University of Arizona and his bachelor’s degree from the University of Washington.

REPRESENTATIVE EXPERIENCE REPRESENTATIVE EXPERIENCE
  • Represent Cornish College of the Arts in its acquisition, disposition, leasing, development and financing of multiple downtown Seattle properties related to campus relocation from Seattle’s Capitol Hill to the South Lake Union/Denny Triangle neighborhood and eventual campus transfer and asset combination with Seattle University.
  • Represent City of Seattle in negotiation of mixed-use development agreement for former Public Safety Building site located at 3rd & James in downtown Seattle, sale of Pacific Place Garage, sale of former Seattle City Light facilities at 8th & Roy and sale and re-development of Mercer Mega Block in South Lake Union.
  • Serve as lender’s counsel for Seattle based opportunity/hedge fund over ten-year financing plan for provision of approximately $200 million in acquisition, development and bridge financing in connection with development of Woodinville Wine Villages, a mixed-use retail, hospitality and townhome project located in Woodinville, Washington, including intercreditor agreements with sponsor’s C-PACER lender.
  • 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 & Columbia in downtown Seattle.
  • 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) and related HOA formations and governance matters.
  • Represent publicly traded Real Estate Investment Trust in various acquisition, disposition, retail leasing and financing matters for shopping centers located throughout the Puget Sound region, including grocery-anchored mixed use development projects in condominium structure.
  • Represent Canadian based healthcare company on all financings and related real estate matters for multiple senior housing communities and assisted living facilities located throughout the western United States.
  • Represent ground lessee in negotiation of 62-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 State Park in Kenmore, Washington ($60 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 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 purchaser in $46 million acquisition and subsequent leasing of multi-building office park located in Kent, Washington (Centerpointe Corporate Park).
  • 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).

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)

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

  • “Negotiating Real Estate Transactions with Governmental Agencies,” Washington State Bar Association Mid-year Real Property, Probate and Trust Section Conference. Co-presented with Andrew Zellers (June, 2025)
  • Co-Chair, “Introduction: Anatomy of a Purchase & Sale Agreement and Most Common Points of Contention,” Law Seminars International’s 25th 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, 2017)
  • Law Seminars International 22nd Annual Real Estate Purchase & Sales Conference. Co-chair with Jennifer D. Cobb (March, 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)
  • “Condo Project in Trouble,” Washington State Bar Association Fall Real Estate Conference (December, 2008)

Credentials

Education

Admitted to Practice