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Edited by Angela M. Christy, Mark E. Hamel, Timothy J. Hassett & Stephen E. Yoch
Minnesota CLE is proud to publish this Deskbook that helps make your real estate practice better and more efficient than ever. Many of the best real estate attorneys in Minnesota have authored a thorough text filled with practice tips, sample language, and forms. The Minnesota Real Estate Purchase and Sale Deskbook walks you through the entire process of purchasing and selling both residential and commercial real estate. Everything you need to know about purchase agreements, the major players in the transaction, income and property taxes, title issues, closings, special issues that may arise with various types of properties, and much more! Order yours today!
2022 UPDATE
The 2022 Update brings your Minnesota Real Estate Purchase and Sale Deskbook up to date, including the latest case law and statutory changes, and a fully updated Table of Authorities. Twenty-two chapters have been updated, including helpful sample forms. The Deskbook also contains copies of and references to the latest Purchase Agreements from the Minnesota State Bar Association and the Minnesota Association of REALTORS® – both of which were updated in 2021 – helping you more simply analyze your clients’ transactions.
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CHAPTER 1
Introduction
Purpose; Format; The Role of the Attorney in Commercial Real Estate Transactions; The Purchase and Sale Process; Forms
– Angela M. Christy
CHAPTER 2
Brokers and Agents
Licensing Requirements; Continuing Education and License Renewal Requirements; The Agency Relationship and Dual Agency; Listing Agreements; Buyer/Broker Agreements; Facilitator Agreement; Disclosure Requirements; Override Clauses and Protective Lists; Broker Price Opinions; Trust Accounts; Real Estate Education, Research, and Recovery Fund; Commission Actions; Fraudulent, Deceptive, and Dishonest Practices; Statutory Requirements and Prohibitions
– Lynn M. Leegard & Marvin A. Liszt
CHAPTER 3
Purchase Agreements and Contingencies
Introduction; Formation; Enforceability; Warranties; Doctrine of Merger; Risk of Loss; Assignment; Special Residential Issues; Special Commercial Issues; Appendix A – Commercial Purchase Agreement
– Mark E. Hamel & Eric Goodemote
CHAPTER 4
Covenants, Representations Warranties, and Indemnification in Commercial Transactions
Introduction; Special Covenants; Representations; Statutory Disclosure Requirements; Warranties; Indemnification; “As Is” Clauses
– Daniel J. Cole, Jr. & Thomas L. Bray
CHAPTER 5
Income Tax Considerations
Introduction; Income Tax Basics; Installment Sales of Real Estate/Contracts for Deed; Residential Real Estate – Special Issues
– Lloyd G. Kepple & Andrew G. Seifert
CHAPTER 6
Cancellations of Purchase Agreements
Introduction; Cancellation of Purchase Agreements Under Minnesota Statutes Section 559.21; Cancellation of Residential Purchase Agreements Under Minnesota Statutes Section 559.217; Injunctions Against Cancellation; Consensual Cancellation
– Larry M. Wertheim
CHAPTER 7
Due Diligence in Commercial Transactions
Introduction; Document Review; Physical Condition; Appendix A – Due Diligence in Commercial Transactions Checklist
– Paul B. Kilgore
CHAPTER 8
Disclosures and Due Diligence in Residential Transactions
Introduction; Seller Disclosures; Licensee Disclosures; Due Diligence: Financing; Due Diligence: Condition of the Property; Due Diligence: Title; Due Diligence: The Closing Process; Appendix A – Summary of Required Disclosures
– Scott M. Lucas & Shaun D. Redford
CHAPTER 9
Title Issues and Title Insurance
Introduction; Examination of Title; Title Clearance; Title Insurance
– Barbara Buhr Gillmore
CHAPTER 10
Legal Description, Survey, and Subdivision Issues
Legal Descriptions; Survey Requirements; Survey Issues; Subdivision Requirements
– James M. Neilson
CHAPTER 11
Property Tax Considerations
Overview; Real Property; Property Classifications; Value for Tax Purposes; Assessments; Other Issues Relating to Sale and Purchase of Real Estate on Property Tax; Due Dates for Property Taxes
– Angela M. Christy & Crystal A. Thorpe
CHAPTER 12
Closings and Closing Documents
Introduction; Closing Checklist and Closing Timetable; Standard Documents; Commercial Closings; Residential Closings; Miscellaneous Items; After the Closing; Appendix A – Closing Checklist; Appendix B – Closing Timetable; Appendix C – Purchaser Closing Instruction Letter; Appendix D – Tenant Estoppel Certificate
– Tammy J. Schemmel
CHAPTER 13
Recording Documents
Abstract and Torrens Property; Recording Requirements; Deed Tax; Mortgage Registration Tax Issues; Electronic Recording; Practical Advice; Appendix A – Minnesota Department of Revenue Form DT1; Appendix B – Minnesota Department of Revenue Form DT2; Appendix C – Minnesota Department of Revenue Form MRT1; Appendix D – Recording Checklist; Appendix E – Uniform Conveyancing Blanks; Appendix F – Statewide Recording Fees; Appendix G – eCRV Questions/Information Required
– Nancy K. Landmark
CHAPTER 14
Defaults and Remedies
Introduction; Election and Limitation of Remedies; Abandonment and Cancellation; Rescission; Damages; Specific Performance; Fraud and Misrepresentation; Merger Doctrine; Alternative Dispute Resolution; Title Defect Remedies; Right to Possession; Statutes of Limitation; Interstate Land Sales Full Disclosure Act and Minnesota Subdivided Land Sales Practices Act; Securities Laws
– Lica Tomizuka
CHAPTER 15
Letters of Intent
Introduction; Definition and Elements; Enforceability; Other Considerations; Summary; Appendix A – Form of Letter of Intent
– Rachel H. Pollock & Lica Tomizuka
CHAPTER 16
Options, Rights of First Refusal and Rights of First Offer
Introduction; Options; Right of First Refusal; Right of First Offer; Enforcement; Bankruptcy Concerns
– Rachel H. Pollock & Lica Tomizuka
CHAPTER 17
Special Issues in New Construction
Introduction; A Checklist Approach; The Impact of New Construction on the Commercial Purchase Agreement; The Impact of New Construction on the Loan Transaction; Residential New Construction; Minnesota’s Mechanic’s Lien Law; Appendix A – Minnesota State Bar Association Standard Residential Purchase Agreement and Contract for New Construction; Appendix B – Minnesota Association of REALTORS® Purchase Agreement: New Construction
– Stephen E. Yoch
CHAPTER 18
Special Issues for Common Interest Communities
Introduction; Definitions; Applicability; Other Unique Characteristics; Purchase Agreements: Unique Features; Disclosure to Purchasers; Purchaser’s Cancellation Rights; Closing Matters; Appendix A – Checklist for Conveying CIC Property
– Mark S. Radke
CHAPTER 19
Special Issues for Residential Lake Property
Introduction; Applicable Laws and Permits; Inspections and Due Diligence; Shoreland Descriptions; Discussion of Riparian Issues; Encroachments/Boundary Lines; Access to the Property
– Charles A. Andresen & Samuel D. Felix
CHAPTER 20
Special Issues for Retail/Office Property
Introduction; Due Diligence Topics that are Common to Retail and Office Projects; Due Diligence Activities that are Common to Retail and Office Projects; Due Diligence Topics that are Unique To Retail Projects; Due Diligence Topics that are Unique to Office Projects; Appendix A – Tenant Estoppel Certificate
– Gary C. Eidson
CHAPTER 21
Special Issues When Purchasing Property for Development
Introduction; Understand the Proposed Development Before Drafting the Purchase Agreement; Investigate Project Design Requirements Before Drafting the Purchase Agreement; Land Use Controls of Cities, Towns, and Counties; Development Agreements; Time for Minnesota Agencies to Act: The 60-Day Rule; Applying the Doctrine of Estoppel to Government Action; Other Land Use Controls that Apply to Development of Property; Additional Purchase Agreement Considerations When Purchasing Land for Development; Appendix A – Initial Questions for Client; Appendix B – Initial Inquiries of Local Government; Appendix C – Form Zoning Letter
– Patrick B. Steinhoff
CHAPTER 22
Special Issues for Distressed Property
Introduction; Managing Client Expectations; Recognizing Distressed Property; First Steps; Purchasing Distressed Property that is Not in Foreclosure; Purchasing Distressed Property in Foreclosure; Negotiating with the Lender; Other Considerations When Buying from a Lender; Title Insurance; Purchase of Property in Bankruptcy; Appendix A – Purchase Agreement Drafting Considerations
– David W. Kelley & Paul C. Rachie
CHAPTER 23
1031 Exchanges
General; Property Qualifying for I.R.C. § 1031 Treatment; Nonqualifying Property Given and Received; Basis in Property Received; Multi-Party Exchanges; Deferred Exchanges; Reverse Exchanges; Replacement Property to be Built; Exchanges Involving Partners and Partnerships; Tenancy in Common Interests; Select Issues Regarding Debt in Exchange Transactions; Special Purpose Entities and Delaware Statutory Trusts; Related-Party Exchanges; Special Issues; Exchanges and Other Internal Revenue Code Sections
– Jeffrey R. Peterson
CHAPTER 24
Environmental Issues
Introduction; Environmental Disclosures; Environmental Due Diligence; Addressing Environmental Contamination; Appendix A – Owner’s Notification Requirements in Minnesota Statutes Section 116.48; Appendix B – Form of Underground Storage Tank Affidavit; Appendix C – Form of MPCA Change of Ownership Notice; Appendix D – MPCA Form of Environmental Covenant Under UECA
– Paul S. Moe & Allen Wheeler
CHAPTER 25
Contracts for Deed
Introduction; Drafting; Modifications and Extensions of Contracts for Deed; Assignments of Contracts for Deed; Remedies; Statutory Cancellation Pursuant to Minnesota Statutes Section 559.21; Miscellaneous Issues
– John H. Brennan
CHAPTER 26
Financing Documents
Introduction; Differences Between Residential and Commercial Financing; Loan Agreement; Commitment; Promissory Note; Mortgage; Assignment of Leases and Rents; Guaranties; Security Agreement; Financing Statement; Subordination, Nondisturbance, and Attornment Agreement; Environmental Indemnity; Disbursing Agreement; Opinion of Counsel
– John M. Koneck
Table of Authorities
Subject Index