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.

For more than a decade, we have served as trusted counsel to a leading senior living provider, supporting its growth and financial stability nationwide. Our work includes guiding the company through complex corporate credit matters — most recently the successful closing of a multibillion-dollar syndicated credit facility — and providing ongoing representation on real estate development needs across the country. We assist with construction financing, land acquisitions, and other development projects that help the client expand its senior living communities and better serve residents.

Represented a Maryland-based CCRC in a refinancing of existing tax-exempt bonds utilizing a bank-placed tax-exempt loan during a period in which the CCRC was divesting itself of two facilities. This process involved colleagues from corporate mergers and acquisitions, healthcare, environmental and real estate (zoning) practices to facilitate the transition of a longstanding banking and lending relationship to a new banking partner.

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 a specialized investment banking firm as underwriters' counsel in connection with nearly $240 million in tax-exempt and taxable bond financing for the development and expansion of three senior living communities. The complex transaction involved navigating dual bond issuers and both senior and subordinate bonds across two states, covering both existing facilities and undeveloped sites. The innovative financing structure enables nonprofit and for-profit sponsors to collaborate effectively, providing access to more affordable tax-exempt financing methods for senior living development.

Assisted a major corporate client seeking a variance to develop an office property near a residential area. Our advice to emphasize the company’s importance as an employer was crucial in securing backing for the change.

Served as counsel to a company that owns, manages, and develops commercial, residential and mixed-use real estate throughout the country. Our representation consisted of handling TIF work for the master developer and majority land owner for the Downtown Columbia master plan and in connection with its redevelopment of a major shopping mall in Alexandria, Virginia.

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. 

Served as counsel on the development and financing of National Harbor, a 7,000,000-square-foot, mixed-used community along the Potomac River;

Served as counsel on the development and $171 million bond financing of a 400-room hotel, golf course, spa and resort in Cambridge, Maryland, by Hyatt Hotels Corporation.

Provided real estate, finance and bond counsel legal services for the Union Station Redevelopment Corporation (USRC). The vision for the next century of Union Station is to restore and modernize the station itself; develop more than three million square feet of office, residential, retail and hotel space in the air rights above the existing train yard into a world-class intermodal transportation hub; and create a new urban neighborhood that will bridge growing neighborhoods now separated by train tracks.

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.

Miles & Stockbridge’s Senior Living Services team was instrumental in representing underwriter HJ Sims in an approximately $473 million multi-tranche financing for the development of a rental senior living community in Irvine, California, the largest-ever single-site senior living bond issuance. The transaction involved senior municipal bonds offered publicly to accredited investors and qualified institutional buyers that were tax-exempt and federally taxable as well as two separate tranches of directly placed tax-exempt subordinate capital appreciation municipal bonds. JLL’s Capital Markets group arranged the deal for developer Harbert Bay South Partners; owner, P3 Foundation; and property manager, Momentum Senior Living. The community will include independent, assisted living and memory care units, multiple dining rooms, indoor pool and spa and therapy rooms, among other luxury amenities.

Maryland counsel to numerous real estate investment trusts (REITs), business development companies (BDCs) and closed-end funds in response to activist stockholders, contested election matters, proxy contests and bet-the-company litigation. Maryland counsel to BDC attendant to multiparty transaction involving sale of investment portfolio followed by strategic stock sale and investment management agreement with new investment advisor. Maryland counsel to private equity buyer of publicly-traded REITs, non-traded REITs and other Maryland corporations. Maryland counsel to private credit fund attendant to conversion to BDC. Maryland counsel to multiple publicly-traded Maryland corporations and their special committees in connection with strategic transactions. Counsel to external advisor to Maryland REIT. Maryland counsel to multiple REITs and BDCs in connection with follow-on offerings.

Miles & Stockbridge assisted executive leadership of a construction products manufacturer in establishing response to COVID related issues, including reopening of operations nationwide, response to outbreaks and setting up stringent health and safety protocols. Potential damages would have been several million dollars, if we been unable to get operations up and running.

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 a municipal authority in connection with the Maryland Chapter 11 filing of one of its commercial customers. We obtained orders on two emergency motions, requiring the debtor to provide adequate assurance pursuant to Section 366 of the Bankruptcy Code and for relief from stay to permit certain state court litigation to proceed in order to perfect municipal liens. We also advised and assisted our client in efforts to collect water and sewer payments directly from the debtor’s tenants and handled disputes with a Chapter 7 trustee over collection of those amounts.

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 a lender in connection with a workout involving a cooperative that owned an apartment building.  The apartment building converted to a condominium regime, and the workout involved complex issues involving real estate law, including rent control and tenant rights under local law.  We subsequently represented our client in negotiating and closing on a note sale, under which our client received a significant recovery of its outstanding debt.  

Represent the borrower in a workout of a bond financed graduate student housing project in a major metropolitan area. The project has not been able to meet the necessary occupancy levels in order for the project to generate sufficient revenue to cover operating expenses and debt service. We are in the process of negotiating a restructure of the bond debt outside of Chapter 11, and are also working with our client and the bondholders to secure alternative funding sources, including possible funding from quasi-governmental entities. The case is complicated due to the debt structure, which includes tax- exempt bond financing.  We also represented our client in obtaining a secured line of credit from one of the bondholders, to ensure an appropriate level of operating capital during the restructuring process.

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

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.

Served as counsel to Official Committee of Unsecured Creditors of one of the largest real estate mortgage fraud and Ponzi scheme cases in the region.

Obtained dismissal of fraud claim against real estate developer.

Obtained summary judgement dismissing breach of contract, fraud and consumer fraud claims against real estate developer.

Obtained summary judgment dismissing title claim against real estate developer.

Obtained summary judgment in Eastern District of Virginia in favor of commercial landlord against former tenant alleging landlord failed to mitigate damages.

Provide “outside general counsel” service to various privately-held real estate firms.

Regularly represent developers, owners, commercial landlords and tenants, REITs, private equity and venture capital groups, builders and management companies in commercial disputes throughout the D.C. metropolitan region.

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

Represented borrowers of all sizes, including desert franchisee, real estate developers, health care company and broadcasting network, in loan restructures and out-of-court workouts.

Represented commercial landlord and largest unsecured creditor of restaurant group in mid-Atlantic region.

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 numerous property owners in title disputes in Washington, D.C. and 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 court-appointed receiver in various commercial, industrial and residential properties, including a multifamily project in the capital region currently undergoing significant physical and operational rehabilitation.

Served as substitute trustee in numerous matters, including the foreclosure of a sprawling farm with complex title issues proposed for residential development and a large estate property on the Chesapeake Bay.

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.

Successfully represented a land owner of multi-million dollar property adjacent to a public transit station in declaratory judgment and breach of contract arbitration involving ground lease disputes.

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.