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Important Points to Know Before Buying Commercial Property in Florida

Introduction

This article addresses some salient facts you should know before buying commercial property in Florida. It is important to recognize that each situation is factually distinct, thus the best recommendation is to consult with a qualified Florida-licensed attorney in the preliminary stages of any contemplated transaction.

Commercial versus Residential

The most striking contrast between commercial and residential real estate transactions in Florida is that the landmark 1985 Florida Supreme Court decision of Johnson versus Davis does not apply to commercial real estate transactions. In other words, the concept of caveat emptor or buyer beware is alive and well in non-residential real estate transactions in Florida. This is so because purchasers of commercial property are deemed and looked upon as sophisticated investors, capable of and knowledgeable about performing substantial due diligence.

Pre-Closing Due Diligence is a Must

The legal burdens placed on commercial property buyers to compile information they deem relevant and important and the rising cost of litigation in these transactions highlight the importance of substantial and thorough pre-closing due diligence. Part of this due diligence should be the thorough documentation of the transaction. Maintaining proper and complete documentation of communications and information provided by the seller and to third-parties can alleviate confusion in the transaction and potentially reduce the discovery necessary in subsequent litigation to reduce some of the costs and expenses associated therewith.

Issues in Commercial Real Estate Litigation

In residential transactions much of the post-closing litigation focuses on the failure of a seller to disclose material, unobservable defects that were actually known to the seller. In commercial transactions, however, litigation can address a broader range of representations upon which the buyer relied as well as performance failures in the transaction. These performance failures may include contractual obligations and title issues, as well as the extent, operation, and impact of contractual waiver provisions.