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

Retail & Manufacturing


As the Pacific Northwest has grown, we have been a principal law firm for many retailers and manufacturers in the area, some of which have expanded operations nationally and internationally. Our representation for both retailers and manufacturers spans a variety of industries, including sportswear, aerospace, food service, housing, industrial, automotive, electronics, health and beauty and many others. Our representative work for both is as broad as our client base:

  • Formation and Acquisition of Operating Subsidiaries
  • Financing (revolving credit and term loans, letters of credit, credit card agreements)
  • Bankruptcy, restructuring, receiverships and other insolvency matters
  • Product Liability
  • Immigration
  • Equipment Leasing and Acquisition
  • Import/Export
  • Trademarks, Trade Name and False Advertising
  • Contracts
  • Wrongful Discharge
  • Premises Liability
  • Loss Prevention and Retailer Related Litigation
  • Insurance Coverage Issues
  • Real Estate Purchase, Sale and Leasing
  • Construction
  • Employment Contracts and Executive Compensation
  • Workers’ Compensation and Employment Security
  • Incorporation, Partnerships and Franchising
  • Store Level and Institutional Litigation Management

Retail Real Estate

Since the early 1900s, our attorneys have played an instrumental role in developing downtown Seattle. 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 buyouts, major loan transactions not related to real estate, and corporate financing and refinancing.

Representative Retail Clients

The first significant retail representation by Ryan Swanson commenced in 1947 with the formation of Pay’n Save Corporation, a company which at one point was the largest drugstore chain in the Northwest. Additional retail clients of Ryan Swanson have included:

  • Albertson’s, Inc.
  • SuperValu
  • C.C. Filson Company
  • Edo Japan
  • Paragon Films
  • Home Shopping Network
  • Chatter’s Hair Salons
  • Vera’s Burger Shack
  • Blazing Onion Burgers
  • Fine Designs
  • Gourmet Mixes
  • Irish Foundry
  • Pickle-ball

Our experience has also included representation of Chubby and Tubby, Lamonts Apparel, Inc., Mervyn’s of California, Schucks/Checker/Kragen, The Good Guys, Pay’n Save Drugs, Ernst Home Centers, Pawn X-Change, Sportswest, Tradewell grocery stores, Von Tobels home center stores, Price Savers warehouse stores, Extraspace, The Bi-Mart Company, Kits Cameras, Novus, Speedy Auto Glass, and many smaller retailers and restaurants.

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