Ryan Swanson & Cleveland, PLLC
1201 Third Avenue, Suite 3400
Seattle, WA 98101-3034
Ryan Swanson & Cleveland, PLLC
1201 Third Avenue, Suite 3400
Seattle, WA 98101-3034

Ryan Swanson & Cleveland, PLLC
1201 Third Avenue, Suite 3400
Seattle, WA 98101-3034

Real Estate, Development & Finance

Real estate and development matters have been a significant part of Ryan Swanson’s practice since the firm’s founding in 1897. In the 1900s, the firm was involved in the development and re-development of several historical buildings in downtown Seattle including Union Station, the Lyon Building, Starbucks Center (the largest multi-tenant building in Seattle), the Park Place Building and, most recently, Stadium Place apartments. Over several decades, we have expanded our real estate services and today we represent clients in a wide variety of commercial real estate matters including acquisitions, dispositions, leasing, financing, development and property management. Our attorneys have worked on real estate projects including shopping centers, office towers, mixed-use developments, industrial parks, corporate parks, hospitals and clinical health care facilities, apartments, condominiums and student housing.

Acquisitions and Dispositions

We often advise our clients on complex real estate acquisitions and dispositions involving all types of property. Our services include negotiating letters of intent, drafting purchase and sale agreements and option agreements, performing title and survey review, resolving title defects, structuring the client’s title insurance policy, negotiating construction and long term financing, preparing closing documents and post-closing agreements and generally overseeing transactions from letter of intent through closing. When handling your transaction, we work closely with a broad network of brokers, title companies, escrows agents and lenders towards a successful closing.

Easements, Covenants, Licenses, and CC&Rs

Our attorneys have drafted numerous covenants, easements, and CC&Rs for both residential and commercial projects. We have also negotiated and drafted licenses for many unique property types including parking garages, public and private docks and marinas.

Some of our more interesting projects in this area include negotiating a protective view covenant preserving the northerly view from the home stadium of the Seattle Seahawks, shoring easements and crane swing licenses for large scale commercial and residential tower developments in downtown Seattle, affordable housing covenants and advising clients on the sale of easements and licenses for cellular towers and related telecommunications equipment.

Commercial Leasing and Ground Leases

Our attorneys represent both landlords and tenants in commercial leasing matters for office, retail, industrial, medical and a variety of other property types. In addition to frequently handling the more typical office and retail leasing for our clients, we have negotiated leases and subleases for many of Seattle’s best known restaurants and prominent arts institutions including The Frye Art Museum and Cornish Playhouse at Seattle Center.

We have also represented landowners in negotiating and documenting several complex Ground Lease arrangements for development projects involving automobile dealerships, shopping centers and off- campus student housing.

Joint Ventures

We represent many clients who partner with capital and development partners in the formation of real estate investment and development entities including limited liability companies, limited partnerships and tenant-in-common arrangements. Examples of our work in this area include advising a multi-member limited liability company on its acquisition, management and leasing of a portfolio of office buildings located in Seattle’s Fremont neighborhood and representing the development partner in a high rise multi-family project recently built in Seattle’s rapidly growing Stadium District.

Development and Construction

We represent public and private property owners, developers, design professionals and contractors in all aspects of real estate development. In doing so, we pride ourselves in anticipating issues before they arise and providing creative solutions to problems common in both new construction and renovation. Our range of development and construction services includes:

  • Providing advice during project planning, schematic design and development phases
  • Preparing Owner/Design Professional and Owner/Contractor agreements
  • Preparing bidding documents
  • Assisting clients with change order analysis and project close-out issues
  • Analyzing and resolving claims through mediation, arbitration or litigation
  • Lien preparation, filing and defense
Condominium Formation and Governance

We have represented our clients in the formation, documentation and management of residential, commercial and mixed-use condominium projects under the Washington Condominium Act and its predecessor statute, the Horizontal Property Regimes Act. In Washington, condominiums are an important from of property ownership allowing developers to create separately transferrable property interests (units) without the formalities, complexities and administrative burdens inherent in the subdivision and platting processes.

We represent developers, buyers and sellers of entire projects and individual condominium units in a vast array of property types including high-end residential development, apartment to condominium conversions, condominium retail shopping centers, work/live mixed-use spaces and waterfront marinas.

Real Estate Finance

We represent lenders and borrowers in mortgage financing transactions by providing advice on the structuring and documentation of commercial loan transactions involving real property collateral. Our experience includes negotiating both construction and permanent financing documents, advising on refinances, conduit lending, and other security arrangements. We have also acted as both borrower’s and lender’s counsel on a variety of bond financing and loan sale transactions.

In consultation with our litigation and creditors’ rights practices, we also advise clients on deed of trust and mortgage remedies and enforcement alternatives including judicial and non-judicial foreclosure, deeds-in-lieu of foreclosure, petitioning for custodial and general receivership and litigation including prosecution and defense of actions to recover post-foreclosure deficiencies.

Real Estate Litigation

Our real estate litigation team is well known for its breadth of experience and depth of knowledge. Our lawyers have handled complex litigation matters involving virtually all aspects of real estate including:

  • Commercial Lease Disputes
  • Partnership Disputes
  • Broker Commission Disputes
  • Adverse Possession Claims
  • Specific Performance
  • Title Insurance Claims
  • Eminent Domain and Condemnation
  • Environmental Remediation and Cost Recovery
  • Insurance Coverage (property, liability, environmental and title)
  • Foreclosure and other realization proceedings

Our attorneys have been counsel of record in the following high profile matters, all of which have resulted in published opinions favorable to our clients:

  • Ernst Home Ctr. Inc., v. Sato, 80 Wn. App. 475 (1996), the seminal case in Washington governing a commercial tenant’s right to assign its leasehold estate where the landlord has agreed to act reasonably in granting or withholding consent to proposed assignments
  • Park Avenue Condo Owners Assn. v. Buchan Devs., LLC, 117 Wn. App. 369 (2003), one of the early cases establishing the standards for liability under the Washington Condominium Act’s implied warranties of quality
  • Mukilteo Retirement Apartments, LLC v. Mukilteo Investors, L.P., 176 Wn. App. 244 (2013), a case involving enforcement of a tenant’s right to purchase property under an option agreement and the appropriate measure of damages for breach of the option agreement
Other Transactional Matters

Additional transactional real estate matters in which we have been involved include:

  • Land Swaps
  • Boundary Line Adjustments and Boundary Line Agreements
  • Certification and Sale of Transferrable Development Rights (TDR) under the Seattle Municipal Code
  • Tenancy In Common (TIC) Agreements, including TIC arrangements qualifying for treatment under Section 1031 of the Internal Revenue Code
  • Sales and leasing to Native American tribes
  • Representing franchisees in commercial leasing