Real Estate

Represented a data center operator before the Frederick County (VA) Board of Zoning Appeals in connection with a successful variance request allowing the installation of additional backup generator and uninterruptible power supply equipment. The variance, which modified front yard setback requirements, enabled the expansion of critical backup power infrastructure despite site constraints created by adjacent interstate frontage and existing utility easements. The approval supports the client’s ability to scale data center operations to meet growing customer demand while maintaining the redundancy and reliability required for mission-critical digital infrastructure.

Advised on land use and development matters in Loudoun County, Virginia, home to the world’s largest concentration of data centers, and served as local counsel on more than $975 million in construction financing for a data center campus in Frederick, Maryland.

Served as lead counsel to a regional skilled nursing facility owner and operator for nearly a decade, advising on the full lifecycle of its portfolio — from initial growth through strategic divestiture. Our representation began when the client owned approximately four facilities and expanded to include a 22-facility portfolio across three states. Notable transactions included: (1) The stand-alone acquisition of a 450+ bed skilled nursing facility, which also included a limited number of state-licensed CCRC and assisted living units; (2) A five-facility portfolio transaction involving a strategic partnership with a REIT. The REIT acquired the real estate, while our client entered into a long-term, multi-site ground lease and continued to manage and operate the facilities; (3) A separate five-facility acquisition, financed through a Canadian private equity investor, featuring a complex preferred equity structure with management kick-out rights, liquidation preferences, and other negotiated protections; and (4) The sale of the entire 22-facility portfolio through four distinct transactions: a 14-facility owned portfolio sale, a five-facility leasehold portfolio transaction, and three individual facility sales. In addition to our role as transactional counsel in the deals above, we acted as outside general counsel to the client, advising on employment matters, executive compensation, debt and equity financings, union negotiations, and contract matters, while overseeing local regulatory specialists in multiple jurisdictions.

Represented a homebuyer in recovering compensatory damages and attorneys' fees in litigation against sellers who concealed a significant rodent infestation during the property transaction. Success at trial required overcoming the burden of proving the sellers' actual knowledge of material defects, which was accomplished through key testimony from a former tenant who had reported the infestation to the sellers prior to the sale.

Represented the seller of a 650-unit apartment complex, closing the sale in just 45 days well before a year-end tax-driven deadline. During that time, we assisted in successfully identifying a buyer and helped secure both financing and all necessary governmental approvals — an achievement facilitated by the reputation and relationships we earned as bond counsel to the jurisdiction within which the property is situated. 

Represented a data center infrastructure development company as local Maryland counsel in a deal to secure over $975 million in construction financing for the first phase of a major data center campus. The multi-phase development project involves the conversion of a former industrial site into a modern complex that will ultimately provide 2 gigawatts of power capacity. Our ongoing representation includes advising on additional financing arrangements for subsequent development phases.

The firm has assisted a Maryland-based cannabis company on multiple employment law matters, including policy development, training and employee relations and labor issues. The firm also has represented the company in its acquisition of two dispensaries, certain financing matters, various real estate leasing matters and litigation.

Miles & Stockbridge Principals Andrew Skopp and Joe Ward recently represented client Ernst Valery and SAA | EVI in closing $5 million in financing from the Reinvestment Fund and Columbia, Maryland-based Enterprise Community Loan Fund for its newly-created Aequo Fund, which is providing capital, access and support to the underrepresented real estate community in Baltimore, Richmond, Buffalo, Philadelphia and Portland, Maine. The Aequo Fund is investing in Black, Brown, Women and Immigrant real estate developers, enabling them to launch their first project or expand their portfolios, with a focus on projects that promote affordable homeownership in urban communities. The related Aequo Foundation also has established the Aequo Scholarship Program, which will provide financial support to individuals who are pursuing a Master's degree in Real Estate Development. By reducing the financial strain of pursuing higher education, The Aequo Foundation will make the field more accessible to developers from all backgrounds. These students also will have the opportunity to partner with Ernst Valery through the Fund to develop housing in the cities mentioned above.

Represented lender in connection with a $7 million source loan to a leveraged lender in a new market tax credit transaction involving the renovation and construction of a public market in a major metropolitan area.

Represented lender in the documentation of construction loans for the construction of mixed-use projects including commercial and affordable housing units.

Represented lender in the documentation of various warehouse lines of credit used by CDFI’s to fund real estate loans.

Represented private equity fund in acquisition and redevelopment of $38 million multifamily property in Florida.

Advise borrowers and property owners on purchase and sale agreements, loan documents, leases, property management agreements and a wide range of other real estate contracts.

Obtained summary judgment dismissing lien priority action filed against a real estate developer and noteholder.

Obtained summary judgment dismissing title claim against real estate developer.

Represent borrowers, developers, commercial landlords and tenants, institutional investors, joint ventures and other parties in complex real estate transactions.

Represented private developer in connection with purchase of note and subsequent acquisition and rehabilitation of office building in Maryland.

Represented real estate developer in connection with the purchase of a $45 million note and subsequent acquisition and redevelopment of distressed commercial real estate project.

Represented equity investor and debt purchaser in multiphase townhome/retirement community development in Maryland.

Represented numerous property owners in title disputes in Washington, D.C. and Maryland.

Represented owner in $30 million finance of multifamily project in Maryland.

Represented private real estate owner in the $55 million refinancing of a mixed-use (multifamily and retail) property in Maryland.

Served as counsel to private equity fund in acquisition of $10 million multifamily property in Georgia.

Obtained complete defense judgment in favor of client in real estate litigation involving home owner’s association easement dispute in Fairfax County Circuit Court. Successfully defended on appeal to the Virginia Supreme Court.

Obtained significant monetary judgment, and preliminary and permanent injunctive relief for our title insurer client in defalcation lawsuit in Virginia Beach Circuit Court.

Represent a non-profit owner and developer of a commercial project in Frederick County, Maryland that will provide a full service recreational facility and programs. We have represented the client in all phases of the project, from the property acquisition, title work, zoning, negotiation of memoranda of understanding with the County and County agencies, and represented the owner/developer in the bond and construction financing, totaling $21 million. The property has been vacant for many years and is now being transformed into a vibrant community resource for recreational, educational and wellness programs that will benefit and serve the residents of Frederick County.

Successfully represented a non-profit property owner in connection with its opposition to an application by the City of Frederick, Maryland for a zoning map amendment to place a historic preservation overlay (HPO) zone on its entire 40+ acre property. The owner was opposed to the City’s placement and designation of an HPO zone on the property because it would have greatly restricted the future use and development of the property and would have substantially increased the costs to maintain and operate the property. In addition, the placement of the HPO on the property would have had a substantial negative impact on the value of the property, which would have resulted in a negative impact in the non-profit’s borrowing capabilities and its continued ability to operate its programs on the property.   We successfully opposed the proposed HPO before the Historic Preservation Commission, the Planning Commission and the Mayor and Board of Aldermen, resulting in the proposed HPO being denied.

Defend and prosecute actions involving title disputes with respect to real property located in Washington D.C. and Maryland including issues relating to ownership, lien validity and priority, including cases involving forged deeds, challenges to foreclosure proceedings, easements, improper lis pendens filings, as well as suits to correct deeds and other land records.

Successfully obtained summary judgment in the District of Columbia in favor of lender against the holder of a foreign judgment which claimed that its foreign judgment had priority over the lender’s deed of trust, which would have effectively nullified the lender’s interest in the real property at issue.  The case involved the issue of whether or not the lender was a bona fide purchaser for value or had actual or constructive knowledge of the foreign judgment prior to the loan transaction at issue.  The Court ultimately held that the lender was a bona fide purchaser for value and held no such knowledge of the foreign judgment which would have defeated its bona fide purchaser status.

Successfully defended a lender in Anne Arundel County Circuit Court and on appeal against multiple challenges to the validity of the lender’s right to foreclose on real property. The case involved the issue of whether the lender could properly foreclose under a deed of trust which it had acquired by way of assignment from an originating lender. Challenges to the validity of the assignment were raised by way of exceptions to the foreclosure sale filed by a subsequent lender and a straw purchaser of the property--likely involved in a foreclosure rescue scheme. The Circuit Court rejected those challenges and entered a final order of ratification. A subsequent declaratory judgment action brought by the losing parties in their attempt to raise the same challenges to the lender’s right to foreclose was later dismissed based upon principles of res judicata. The judgments entered in both the foreclosure action and the declaratory judgment action were affirmed by the Court of Special Appeals.

Successfully defended a property owner in a dispute in Queen Anne’s County Circuit Court against multiple neighbors claiming easement rights over client’s property to access beach area on the eastern shore of the Chesapeake Bay.  The case raised the novel issue of whether the neighbors had an implied easement based on a Subdivision Plat recorded in 1952, which the Court ultimately rejected.  The Court also rejected alternative claims made by the neighbors that they held prescriptive easements based upon their prior alleged use of the property at issue.

Represented a lender to develop a set of loan documents, which protect our client’s interests in both the stream of income derived from borrower’s contracts with the building owners as well as the energy-related equipment installed at the buildings. The borrower is a Philadelphia-based, energy efficiency services and equipment provider. Using the loan documents we developed, our client is able to obtain a security interest when funding the borrower who is entering into contracts with large-scale building owners to provide equipment and services to significantly reduce the energy consumption of the buildings.

Represented national bank in connection with a $26 million construction loan to an affiliate of a real estate developer for construction of an apartment project secured by real property in Washington, D.C. This is a complex transaction subject to ground lease, bridge financing and federal historic tax credits.

Represent a real estate developer in connection with tax credit investments of nearly $8 million, $14 million in construction financing, and another $3 million in historic tax credits. The project included working with the Maryland Historical Trust and the National Park Service on the transformation of a historic building into affordable housing and a brew pub. Because the location was listed on the National Register of Historic Places and the inclusion of a historic tax credit this project required an extra level of scrutiny of designs and plans.

Representing a luxury resort and casino in negotiations for a multi-level parking garage lease. This is an expansion of existing space under a long-term lease and will allow the tenant to provide its visitors with safe and convenient access to the hotel and casino building.

Represented a multinational investment bank and financial services company in hundreds of ATM location leases across the United States. Work included the preparation and negotiation of office, branch and ATM leases; post-lease execution facilitation of documentation and other delivery items, and resolution of tenant improvement issues; interfacing with client representatives and brokers, in addition to landlord’s counsel and business representatives; the review of covenants, easements and third-party ground leases; and the coordination of ancillary documents including commencement agreements, recognition agreements and subordination attornment and non-disturbance agreements. We provide similar services for other financial institutions, primarily in the mid-Atlantic region.

Represent a retail company and its affiliated entities as their North America leasing counsel. Our representation includes review and negotiation of pad site and in-line leases for retail, office, and warehouse/distribution facilities. Work include the preparation and negotiation of leases; post-lease execution facilitation of documentation and other delivery items, and resolution of tenant improvement issues; interfacing with client representatives and brokers, in addition to landlord’s counsel and business representatives; the review of covenants, easements and third-party ground leases; and the coordination of ancillary documents including commencement agreements, recognition agreements, lien waivers benefiting the client’s lenders, and subordination attornment and non-disturbance agreements. Our representation included the recent sale/leaseback component and lease assumption component of multi-property asset acquisitions in the Southeast and Southwest regions. We continue to represent this retail company in transactions elsewhere in the United States.

Represented a mid-Atlantic retailer, in the renegotiation of an existing lease. The developer was significantly delayed in its construction of the shopping center, preventing the client from completing its build out of its store and forcing the client into a holdover situation at its existing location. The original lease terms provided very limited recourse in connection with the landlord delay. We negotiated a revised construction schedule that provided more definitive completion requirements and robust penalties for continuing delays, in additional to certain financial concessions.

Represented a retail company in the sale of its corporate headquarters (85,000 square feet) and contemporaneous leaseback of the entire property. We handled all aspects of the contract and lease drafting and negotiations. We also assisted in the review and handling of related due diligence issues. The client was selling the majority interest in the company at the same time and worked with the client’s corporate counsel in connection with this related transaction.

Advised real estate investment trust on the installation of roof-top solar systems, including drafting rooftop solar leases, negotiating power purchase agreements with tenants and engineering, procurement, and construction contracts with vendors.

Successful representation of corporations and private equity sponsors in stockholder actions challenging multimillion and multibillion dollar transactions.

Successfully represented a major corporation in a construction dispute involving subsurface obstructions at a U.S. Department of Energy nuclear facility. The case settled to the client’s satisfaction following a mediation.

Successfully represented a subcontractor under a U.S. Army prime contract in a dispute with the prime contractor concerning differing site conditions encountered at a military facility in Germany.

Obtained multiple judgments, following trial or motion, on behalf of national, regional and local real estate developers in commercial lease matters.

Sale of Kenseal Construction Products, a leading east coast distributor of waterproofing, sealants and related construction products, to A.H. Harris, a portfolio company of Frontenac.