Seattle Commercial Real Estate Attorney

Dickson Frohlich Phillips Burgess represents businesses, investors, landlords, and developers in Washington commercial property transactions and disputes. When a deal stalls or a lease creates unexpected exposure, the legal issues that follow require counsel who works in this area regularly.

We represent clients from the earliest stages of a transaction through closing and, when necessary, through litigation. To discuss a matter, call us at (206) 621-1110.

Key Takeaways About Commercial Real Estate Transactions in Seattle

• Washington commercial leases are governed by RCW Title 62A and carry none of the consumer protections that apply to residential tenancies. Terms are negotiable and binding as written.
• Commercial real estate disputes in Washington are subject to a six-year statute of limitations for written contract claims under RCW 4.16.040. Verify current deadlines before relying on this figure.
• King County zoning designations, permitting requirements, and transfer rules apply separately from state law and can materially affect transaction timelines.
• Seattle’s commercial tenant protections differ from state defaults. Lease terms that appear standard elsewhere may trigger local obligations requiring review before execution.
• Title defects and boundary encroachments discovered post-closing can expose buyers to significant liability if not addressed before the transaction closes.

What a Seattle Commercial Real Estate Attorney Actually Does

Commercial property work covers a wide range of matters with one common thread: decisions made at the document stage determine the outcome of nearly every dispute that follows. Courts enforce commercial contracts as written, and what looks like standard language often allocates significant risk to one party.

We represent buyers, sellers, landlords, tenants, lenders, and developers across King County and the broader Puget Sound region. The work differs depending on which side of a transaction a client is on, as a landlord drafting a lease has different priorities than a tenant reviewing one.

Commercial Real Estate Attorney Services in Seattle

The scope of commercial real estate law is wider than many clients expect. A transaction may involve any combination of the following:

• Purchase and sale agreement drafting and negotiation for office, retail, industrial, and mixed-use properties
• Commercial lease drafting and review, including ground leases, triple-net, modified gross, and percentage rent structures
• Due diligence coordination: title review, survey analysis, zoning verification, and environmental report assessment
• 1031 exchange structuring in coordination with a client’s tax counsel
• Easement, CC&R, and reciprocal easement agreement review and negotiation
• Real estate entity formation, such as LLCs, limited partnerships, tenancy-in-common structures, and joint ventures
• Landlord-tenant dispute resolution and commercial unlawful detainer proceedings
• Construction contract review and mechanic’s lien claims and defenses

Letters of intent are where many clients first benefit from legal review. LOIs often contain binding exclusivity and no-shop provisions with real consequences. Many claimants find it helpful to have counsel involved before an LOI is signed. Contact

Seattle Commercial Real Estate Transactions: What Buyers and Sellers Should Know

Washington follows a buyer-beware framework for commercial property. Sellers carry limited disclosure obligations, which means buyers cannot rely on a disclosure form to surface every material issue. The due diligence window is where legal counsel earns its value.

Most commercial purchase agreements in King County include a feasibility contingency of 30 to 60 days. Whether a buyer closes with a clear title, with negotiated protections, or exercises the right to terminate depends on what is discovered and addressed during that period.

Due Diligence Review for Seattle Commercial Buyers

A thorough legal review during due diligence covers more than the physical condition of the property. Consider what typically falls within the scope of our review:

• Title commitment review: identifying encumbrances, easements, covenants, and restrictions that affect current or intended use
• Survey analysis: confirming boundary lines, access points, improvement setbacks, and encroachments
• Zoning verification: confirming the Seattle or King County designation matches the intended use and whether nonconforming use protections apply
• Environmental documentation: Phase I and Phase II reports reviewed in the context of intended development or operations
• Existing lease analysis: rent rolls, expirations, tenant defaults, and renewal options that survive the sale
• Review of pending permits, code enforcement actions, or unresolved violations that transfer with the property

Commercial Real Estate Closings in Washington

Washington is an escrow state. Most commercial closings run through a licensed escrow company, which handles document execution, fund transfer, and title recording. That process is administrative. It does not substitute for independent legal review of the closing documents.

The Washington State Department of Revenue administers the real estate excise tax applicable to most commercial transfers. Rate structure, exemptions, and controlling interest transfer rules can affect how a transaction is structured. You should verify current rates with a real estate attorney before closing on the transaction.

Seller-Side Representation in Washington Commercial Transactions

Selling commercial property in Washington creates legal exposure that does not end at closing. Representations and warranties in the purchase agreement survive the transaction, and what a seller discloses or fails to disclose determines liability for months or years afterward. 

Engaging counsel before a buyer submits an offer puts sellers in a materially stronger negotiating position than responding to a fully drafted agreement without independent review. We work with sellers on purchase agreement negotiation, warranty carve-outs, escrow holdback terms, and assignment of existing contracts and leases.

Commercial Lease Attorney in Seattle: Landlord and Tenant Representation

A commercial lease is a long-term financial obligation. It can often be for five, ten, or twenty years. That operates almost entirely outside the protections Washington extends to residential tenants. Courts enforce commercial leases as written, and what a lease does not say is frequently what the dispute is about.

We represent both landlords and tenants in Seattle commercial lease matters. The representation is not interchangeable. A landlord drafting an office lease has priorities that differ sharply from a retail tenant evaluating a percentage-rent structure. When you have a lot at risk, it is time to focus on solutions. Call our Seattle office at (206) 621-1110.

What Seattle Commercial Tenants Should Review Before Signing

The lease terms that produce the most litigation are rarely the base rent figure. Consider what legal review typically focuses on before a tenant executes:

• CAM charge structure and caps: Triple-net leases can expose tenants to operating cost escalation that outpaces base rent
• Personal guarantee provisions: Whether a business owner’s personal assets secure the lease obligation
• Assignment and subletting rights: Critical for exits, acquisitions, and franchise arrangements
• Permitted use clauses: Overly narrow definitions can restrict operations without constituting a formal breach
• Tenant improvement allowance terms: Disbursement conditions, ownership of improvements at expiration
• Early termination rights: What triggers them, required notice, and the cost of exercising them
• Renewal option terms: Whether personal to the original tenant, how rent resets, and notice windows

What Seattle Commercial Landlords Should Address in Lease Drafting

Landlord-side lease work focuses on protecting asset value and reducing exposure to tenant default. Standard form leases, even well-known industry forms, frequently leave gaps that become expensive disputes. You should always work through them with an attorney and consider addressing:

• Default and cure provisions: precise notice requirements and conditions before pursuing eviction or damages
• Co-tenancy clauses in retail settings, which can allow tenants to reduce rent or terminate if occupancy drops
• Holdover rent terms, including applicable rate, duration, and whether holdover converts to month-to-month
• Insurance requirements, additional insured endorsements, and indemnification structure
• Assignment consent standards that detail what a landlord can reasonably withhold and what triggers automatic transfer

For lease disputes that have escalated, Washington’s commercial unlawful detainer process moves on a compressed statutory timeline. The Washington Courts publish procedural forms, but notice content, service method, and grounds for possession differ substantially from residential eviction and require precise compliance. Reviewing a lease before signing is far less expensive than litigating its terms after a dispute arises.

Commercial Real Estate Disputes and Litigation in Seattle

Commercial real estate disputes in King County turn on documentation. What the contract says, what was disclosed, and what was put in writing before a problem surfaced determines which party has leverage and which does not. When negotiation has stalled or a dispute has escalated, we represent clients in King County Superior Court across the full range of commercial property litigation.

Our work in this area includes earnest money forfeiture, breach of purchase agreements, title insurance claims, boundary and easement disputes, post-closing indemnification claims, and commercial landlord-tenant litigation.

Common Commercial Property Disputes in King County

The disputes we see most frequently in the Seattle market include:

• Seller misrepresentation or active concealment of material property defects
• Failure to close: buyer or seller breach of purchase and sale agreement, including earnest money forfeiture
• Boundary encroachment disputes between adjoining commercial property owners
• Easement interference, prescriptive easement claims, and easement extinguishment disputes
• Landlord-tenant disputes over CAM reconciliation, lease termination, and build-out obligations
• Mechanic’s lien claims and priority disputes from commercial construction projects
• Breach of representations and warranties following closing

Washington Mechanic’s Lien Law and Commercial Property

Washington’s mechanic’s lien statute, which is codified at RCW 60.04, gives contractors, subcontractors, and suppliers the right to record a lien against commercial property for unpaid work or materials. The statute imposes strict deadlines for recording and for filing suit. Make sure to confirm current timelines with counsel before taking action.

A recorded lien clouds title and can delay refinancing or sale. Options for property owners include obtaining a lien release bond, challenging the validity through a show-cause proceeding, or negotiating a release in exchange for payment to escrow. Commercial property disputes rarely improve with time. The earlier that a matter is evaluated, the more options remain available.

Title and Boundary Disputes in Washington Commercial Property

Title defects and boundary disputes require different strategies depending on when they surface. A defect found during due diligence gives a buyer leverage to renegotiate or terminate. One discovered after closing narrows the options to what the purchase agreement allows, what title insurance covers, and what the statute of limitations still permits.

Boundary disputes between adjoining commercial owners frequently involve survey conflicts and historical deed descriptions that predate modern surveys. These disputes can affect financing and development plans, and they do not resolve without legal process or a negotiated boundary line agreement.

Ask Dickson Frohlich Phillips Burgess

How long does a commercial real estate transaction typically take in Seattle?

A cash purchase of a stabilized property might close in 45 to 60 days. Transactions involving construction financing, environmental remediation, or rezoning often take six months or longer. Timeline depends heavily on what surfaces during due diligence and how quickly title and zoning issues are resolved.

Do you represent both buyers and sellers, or only one side?

We represent buyers, sellers, landlords, tenants, developers, and lenders. In any individual transaction, we represent one party. Dual representation is not appropriate. If both sides of a transaction contact our office, we take one and can refer the other.

What does a commercial real estate attorney cost, and how does billing work?

Most matters are billed hourly or, in some transactional contexts, on a flat fee. Scope and billing structure are confirmed before work begins. There is no free initial consultation, but an initial call can clarify whether the matter is one our firm handles.

What happens if environmental contamination is discovered during due diligence?

Options include renegotiating the purchase price, requiring seller cleanup before closing, obtaining an environmental indemnification, or terminating under the feasibility contingency. Washington’s Model Toxics Control Act, administered by the Department of Ecology, can impose liability on current owners regardless of who caused the contamination.

Can I use a standard form lease for my Seattle commercial property?

National form leases rarely account for Seattle-specific requirements or Washington law nuances. Errors in a landlord-drafted lease frequently benefit the tenant in a dispute. Ambiguous language is often construed against the drafter. A lease review costs far less than a lease dispute.

Your Next Transaction Deserves a Clear Read Before You Sign

Commercial property decisions carry long-term consequences that are difficult to undo. Whether you are entering a lease, acquiring a building, or working through a dispute that has already surfaced, we can tell you what the documents actually say and what they mean for your position going forward.

Dickson Frohlich Phillips Burgess serves clients across Seattle, King County, and the broader Puget Sound region. Reach our office at (206) 621-1110.

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Dickson Frohlich Phillips Burgess – Seattle Office

1420 5th Ave, Suite 2000 Seattle, WA 98101
(206) 621-1110