Zeidel & Associates’ Approach Expedites Complex Transaction to Accommodate the Parties’ Tight Schedule

Situation

Zeidel & Associates’ client, a national hospitality company, entered a joint venture with a developer on an uber-luxury residential condominium tower in South Florida with multimillion-dollar units, a top-tier waterfront restaurant, and an anticipated rooftop helipad, pool, tennis courts and other amenities serving the building’s residents. Our client is also the majority owner of the restaurant and is helping design the kitchens in the residential units.

Zeidel & Associates was hired to draft and negotiate the lease and management agreement for the restaurant on behalf of the hospitality company. Complicating matters, however, was that the developer/landlord wore two hats, as both the landlord under the lease and a minority interest holder in the tenant restaurant. Further, the joint venture tenant was hiring the hospitality company to operate the restaurant under the management agreement. This structure required outside-the-box thinking regarding standard tenant/landlord and manager positions on issues because some of the agreed-upon economics could be addressed in the joint venture agreements rather than the lease and management agreement.  

Adding to the complexity, the lease/management documents had to be negotiated and finalized simultaneously, with the joint venture and condominium documents being drafted and negotiated by separate counsel. Delays in receiving the initial draft of the joint venture and condominium documents challenged Zeidel & Associates’ ability to ensure that the various deal documents conformed to protect our client. The parties also had an aggressive schedule for finalizing the documents, which required all to be signed simultaneously for a timely launch of the marketing campaign to sell the luxury residences.

Approach

Zeidel & Associates quickly delivered thoughtful and relevant initial lease comments and the restaurant management agreement for the parties to review prior to the developer/landlord’s counsel distributing the joint venture agreement, initial drafts of the condominium documents and the ancillary agreements. In addition, Zeidel & Associates attorneys’ ability to anticipate important commercial tenants’ leasing and management issues affecting its client, which were likely to arise from the deal structure, before receiving the other deal documents, helped our client resolve such issues earlier and gave the parties lead time to fully negotiate the terms.

Result

Zeidel & Associates’ approach resulted in our client being able to take the lead in directing terms of the joint venture deal, secure important tenant protections in the lease and favorable terms for the restaurant manager. Despite the landlord’s/developer’s condominium counsel initially releasing the condominium documents for review so close to the deal signing deadline, the tenant issues potentially raised by such documents had been mostly resolved in the lease draft. At such a late point in the process, Zeidel & Associates attorneys’ review of the condominium documents was needed merely to ensure that necessary tenant protections raised by the structure were already finalized by the parties and addressed in the lease.

The client and its partners appreciated Zeidel & Associates’ high quality and thorough work product on this fast-paced transaction.