2012 Tennessee Real Estate Law Conference: Materials Only

Held on Friday, October 19, 2012

Highlights included:

• Commercial development and financing
• Foreclosure and loan work-out procedures
• Pre-litigation issues
• Commercial leases
• Curing title defects
• Environmental issues in advanced real estate transactions
• Case law and legislative updates

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Your Outstanding Faculty

Kim Brown is a member of Sherrard & Roe. His practice focuses in the area of commercial transactions, including real estate finance and development, leasing, and public and private finance. He is listed in The Best Lawyers in America. He is a frequent lecturer for professional and industry groups and organizations on issues related to real estate finance and development, public and private finance, and general business transactions.

Josh Denton is a member of the firm’s Litigation Department. He represents clients in complex commercial litigation involving business torts, breach of contract claims, intellectual property, real estate disputes, and land use planning and zoning matters. Josh routinely counsels churches on a variety of subjects, including real estate, church organizational and governance issues. He also handles complex e-discovery, antitrust and trade practices matters, and class action litigation. He has represented clients in jury and bench trials, appeals, arbitrations and mediations.

Johanna L. Jumper is an associate in the Nashville, Tennessee office of Bradley Arant Boult Cummings LLP.  Johanna represents developers, landlords and tenants in all types of real estate transactions including real estate acquisitions, dispositions and refinancings; closing of new loans and loan assumptions; workouts and foreclosures; and retail, office and industrial leasing.  She also has served equity investors in the purchase, reorganization and sale of distressed assets.

David Wilson Long is one of the three founding members of Long, Ragsdale & Waters, in Knoxville, and is the President, a director and a shareholder of the firm. He concentrates his practice in the areas of commercial transactions, real estate development, loan transactions, business entity matters and general business law. Mr. Long is also active in the emerging area of conservation easements, representing several land trusts as well as landowners. He is active in the areas of company finance, traditional loans, bond financing and private equity investments/financing. Mr. Long has been selected to be listed in Woodward/White’s The Best Lawyers of America for over 10 years. He has also been selected for inclusion in the Mid-South Super Lawyers and the Knoxville Cityview Magazine’s Best Lawyers List.

Madison L. Martin, with Stites & Harbison, became an associate in the firm’s Nashville office after practicing law in Delaware for several years with a focus on bankruptcy and general commercial litigation. In 2009, she became Counsel to the firm. She is a member of the Creditors’ Rights & Bankruptcy Service Group. Madison’s experience concentrates on commercial bankruptcy matters, including the representation of secured and unsecured creditors, including but not limited to financial institutions, trade vendors, committees, landlords, defendants in preference actions, and parties involved in out of court restructurings and distressed asset sales. Madison has significant experience representing financial institutions throughout the loan transaction process, including loan documentation and renewals, as well as loan re-works and reorganizations. Madison is a regular author and guest speaker on topics related to bankruptcy, post-judgment collections strategy, foreclosures, ethics, and workouts.

Bill Penny is a member of the firm's Environmental, Natural Resources and Energy Service Group. He has more than 25 years experience in environmental law. His practice concentrates on environmental law, including water quality and stormwater issues, RCRA, CERCLA, Brownfield Redevelopment, water law and low level radioactive waste and environmental litigation.

Peter Sales is a partner on the Litigation team specializing in trial litigation and counseling. He concentrates his practice on complex commercial litigation on behalf of mature companies and emerging businesses; technology companies; and individuals, including broker-deals, directors, officers and physicians. Peter advises clients on disputes relating to commercial contracts; government contracts; Freedom of Information Act requests; covenants not to compete; securities (including class actions); options; antitrust and business torts, including claims such as civil conspiracy, fraud, unfair competition, tortious interference, breach of fiduciary duty, trademark infringement and misappropriation of trade secrets.

K. David Waddell is Of Counsel with the law firm of Baker Donelson, Bearman Caldwell & Berkowitz PC, in the Nashville, Tennessee office. Mr. Waddell concentrates his practice in the areas of creditor’s rights litigation, foreclosures, recovery of personal property, collections, and title curative litigation. He has extensive experience representing clients before regulatory boards and administrative agencies in the areas of food safety, pricing, and licensure.

2012 Tennessee Real Estate Law Conference: Materials Only

Held on Friday, October 19, 2012

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8:00 a.m. to 9:00 a.m.: Commercial Development and Financing
Kim Brown
Sherrard & Roe, PLC

A typical real estate transaction can cover a variety of issues, including site identification and selection; professional representation, including attorneys, professional consultants, and real estate brokers; strategies for tying up a site, including agreement preparation and negotiation, use of letters of intent and options, and negotiation and preparation of purchase and sale agreements; choice of entity for the buyer; tax consequences; due diligence issues; and financing and logistics of closing a transaction. Mr. Brown, a regular presenter at this seminar, touches on many of the aspects of a commercial real estate transaction by looking at resources and samples of documents that help to address the various aspects of the transaction.


9:00 a.m. to 10:00 a.m.: Ethical Considerations in Real Estate Law
David Wilson Long
Long, Ragsdale & Waters, P.C.

• Current “hot topics”
• Tennessee Rules of Professional Conduct
• Legal fees
• Limitation on scope of representation
• Knowledge to handle client representation
• Communication with clients and timely performance
• Confidentiality
• Conflict of interest and multiple client representation

10:00 a.m. to 10:15 a.m.: Morning Break


10:15 a.m. to 11:15 a.m.: Environmental Issues in Advanced Real Estate Transactions
Bill Penny
Stites & Harbison, PLLC

• Issues involved with purchase agreements
• Environmental liability
• Environmental due diligence
• Commercial leases
• Land development process

11:15 a.m. to 12:15 p.m.: Real Estate Law Update: Recent Cases and New Statutes
Joshua R. Denton
Bass, Berry & Sims PLC

Get the latest word in real estate law about what the appellate courts and the legislature have said on restrictive covenants, landlord-tenant law, zoning, foreclosure, nuisance, boundary disputes, surveyor liability, liens, misrepresentation by builders/sellers, and breach of real estate and construction contracts.


12:15 p.m. to 1:30 p.m.: Lunch (on your own)


1:30 p.m. to 2:15 p.m.: Curing Title Defects
David Waddell
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

You may be called upon to represent an insured when there is a claim against insured real property under an owner’s or lender’s policy of title insurance. Title defects may be resolved by executing new documents, correcting existing documents, or obtaining releases. Mr. Waddell gives helpful information that can be used to cure title defects and avoid costly litigation.


2:15 p.m. to 3:15 p.m.: Foreclosure and Loan Work-Out Procedures
Madison L. Martin
Stites & Harbison, PLLC

• The foreclosure process
• Forbearance agreements – structure and important provisions
• Short sale procedures
• Deeds-in-lieu of foreclosure
• Troubled debt restructuring (TDR) transactions
• Loan modifications
• Receivership
• Lender liability issues

3:15 p.m. to 3:30 p.m.: Afternoon Break

3:30 p.m. to 4:30 p.m.: Things I Wish I Had Done/Known Before Litigation
Peter Sales
Bradley Arant Boult Cummings LLP

• Costs of litigation – money and time
• The litigation process
• Attorney fees
• Choice of law – what state law do you want to apply?
• Choice of venue – where do you want to litigate?
• Jurisdiction – state or federal court?
• Mediation/arbitration
• Notice provisions

4:30 p.m. to 5:15 p.m.: Special Considerations in Commercial Leases
Johanna Jumper
Bradley Arant Boult Cummings LLP

• Leasing a building space vs. whole building
• Leasing raw land
• Coordination of lease with franchise agreements
• Removing prior tenants
• Preparing for natural disasters
• Financing building permits
• ADA compliance
• Expansion, renovation, relocation and alterations
• Parking and signage
• LEED and energy issues