Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668
Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668

Ryan Swanson & Cleveland, PLLC
401 Union Street, Suite 1500
Seattle, WA 98101-2668

Real Estate, Development & Finance





Ryan Swanson has been helping shape Seattle and the Pacific Northwest since the firm was founded in 1897. Our Seattle real estate attorneys have helped develop—and re-develop—multiple historic properties ranging from iconic Union Station to Starbucks Center, the largest multi-tenant building in Seattle.

Our commercial real estate experience is the foundation of our deep and diverse capabilities, including acquisitions, dispositions, leasing, financing, development, and property management. Our attorneys have worked on commercial 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. We know how to get things done quickly, efficiently, and in line with your strategic goals. We represent clients in a wide variety of commercial real estate matters including:

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 real estate 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 commercial real estate 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 commercial real estate 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.

Commercial Real Estate Development and Construction

We represent public and private property owners, municipalities, 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 commercial 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.

Title Insurance

Our attorneys have a long-standing practice resolving claims throughout the Pacific Northwest on behalf of title insurance companies and their insured lenders and homeowners.  We resolve and litigate a variety of disputes, including, but not limited to:

  • Easements
  • Liens
  • Fraud
  • Defective titles
  • Competing title claims
  • Priority of interests
  • Property access
  • Boundary disputes
  • Subrogation claims

Our practical approach often helps us resolve clients’ claims through negotiated resolutions.  We also handle complex litigation involving multiple parties and millions of dollars.  We have helped our clients reach success at summary judgment, through trial, and on appeal.  Our lawyers are among the most experienced and knowledgeable in this area of law, having worked on these issues for more than 40 years.

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:

  • Construction
  • 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
Retail Real Estate

In the area of retail real estate, our store location work for retail clients has included such matters as sale and leaseback transactions, site leases, shopping center development, and extensive title work related to retail site development. In this regard, we know most documents must be tailored to the specific transaction. However, we also know a comprehensive forms file (which we have and update on a regular basis), is invaluable to an active and responsive retail real estate practice; it also lowers the cost to clients. Our retail real estate documentation includes the following:

  • Leases for all types of tenants and landlords; including shopping center leases (including major tenant, credit tenant, ground leases, sale and leaseback leases, build-to-suit leases and out-parcel tenant leases), office leases and industrial leases.
  • Letters of Intent and Purchase and Sale Agreements for all types of property including shopping centers, office buildings, industrial parks, multi-family projects, urban and suburban parcels.
  • Development Agreements (including for shopping centers, urban and suburban office buildings and industrial parks).
  • Operating Agreements, such as Construction, Operation and Reciprocal Easement Agreements, and Declarations of Easements, Covenants and Restrictions, and similar documents prepared in connection with shopping centers, industrial parks and other commercial and residential developments.
  • Common Area Maintenance Agreements and Property Management Agreements.
  • Loan Documents (including Letters of Credit, Promissory Notes, Deeds of Trust, Assignment of Leases, Security Agreements, and Guarantees).
  • Closing documents (including deeds, escrow agreements, lien releases, mortgages and escrow instructions) and title insurance policies and endorsements.
  • Miscellaneous documents, such as subordination and non-disturbance agreements, estoppels, bills of sale, architect contracts, assignments, assumption agreements, construction contracts, easements, letters of credit, licenses, liens, listing agreements, nominee agreements, options to purchase/lease, partnership, tenancy-in-common and joint venture agreements related to real estate ownership and/or development, party wall agreements, rights of first refusal.

As a result of our substantial work in real estate, we have been retained by local and national title companies in connection with litigation where every one of those clients has prevailed. We also have significant experience with due diligence requirements, experience which has been garnered from its real estate practice as well as other work; including such matters as leveraged buy outs, major loan transactions not related to real estate, and corporate financing and refinancing.

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

Representative Experience

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