California Real Estate Closings Nuts and Bolts

Todd Gee
Spencer Eldred
Victor L. Wolf
Todd Gee | Best Best & Krieger LLP
Spencer Eldred | Ballard Spahr LLP
Victor L. Wolf | Best Best & Krieger LLP

On-Demand: February 23, 2022

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Program Summary

Session I – Pre-Contract Due Diligence – Todd Gee

The presentation will discuss legal issues arising during due diligence and which investigations should be conducted before waiving contingencies. We will discuss title review including endorsements, coverage types, and removing exceptions. We will also discuss what types of third party reports will be needed including Phase I environmental assessments, Phase II’s, ALTA surveys, zoning letters, and other site inspections.

Key topics to be discussed:

  • Legal issues arising during Due Diligence
  • Review endorsements, coverage types and removing exceptions
  • Types of third party reports

Session II – Loans and Loan Opinions – Todd Gee

The presentation will discuss loan negotiation, deed of trust review, and local counsel legal opinions. We will discuss lender protections such as the one action rule, CA’s anti-deficiency statutes, and distinctions between protections for borrowers as opposed to guarantors. We will also discuss how to negotiate, prepare and properly qualify a deed of trust enforceability opinion if local counsel is required to provide one.

Key topics to be discussed:

  • Loan negotiation, deed of trust review, and local counsel legal opinions
  • Lender protections
  • How to negotiate, prepare and qualify a deed of trust?

Session III – Transfer Taxes, Closing Documentation, and Closing the Deal – Todd Gee

The presentation will discuss how to prepare for closing, including listing documents that are generally required to be delivered into escrow, reviewing the pro forma policy, reviewing the closing statement and closing day mechanics. We will also touch on Documentary Transfer Tax, city transfer taxes, and who is generally responsible to pay such taxes.

Key topics to be discussed:

  • Documentary Transfer Tax, city transfer taxes
  • How to prepare for closing?
  • Reviewing the closing statement and closing day mechanics

Session IV – Title Issues – Spencer Eldred

Spencer will present on insuring construction loans. He will broadly cover why lenders obtain title insurance. Mistakes in the public records, including descriptions of property that appear accurate, but contain mistakes. He will discuss issues related to ownership issues, unreleased mortgages, liens, outstanding claims, mineral rights, and other title-related issues from the lender's perspective. He will also discuss construction-related mechanic’s liens and issues related to broken priority.

Key topics to be discussed:

  • Why do lenders get title insurance
  • Standard versus extended coverage
  • Mechanics’ Liens in construction coverage

Session V – Post-Closing Procedures: Tying Up Loose Ends – Victor Wolf

We will be exploring the attorney’s role in structuring and coordinating the closing process, and issues that are typically addressed after closing, including receipt and review of the title policy and another losing documents, and monitoring post-closing activities.

Key topics to be discussed:

  • The role of an attorney generally in a real estate transaction, and more specifically in structuring and coordinating the closing process.
  • The types of issues and activities that an attorney may need to address and/or monitor after closing.
  • Identifying post-closing disputes that often arise.

Session VI – Ethics in Real Estate Closings – Victor Wolf

We will be examining the application of the rules of professional responsibility generally to real estate transactions, and ethical issues that often arise, including defining the engagement, conflicts, and financial interests, and dealing with property of clients and others.

Key topics to be discussed:

  • The application of the rules of professional conduct and the general standard of performance of an attorney providing services in connection with a real estate transaction.
  • Circumstances that often arise in a real estate transaction which can run afoul of the rules of professional conduct and an attorney’s ethical obligations to the client.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Expanded protections and heightened damages on whistleblower claims
  • Pay transparency and pay history obligations
  • Conducting pay audits and establishing a defense to a disparate pay claim
  • Increased benefits available for temporary caregiver leave

Date / Time: February 23, 2022

  • 1:00 pm – 5:30 pm Eastern
  • 12:00 pm – 4:30 pm Central
  • 11:00 am – 3:30 pm Mountain
  • 10:00 am – 2:30 pm Pacific

Choose a format:

Live Video Broadcast/Re-Broadcast: Watch Program "live" in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for "live" CLE credit.

On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 5 business days after the original recording date and are viewable for up to one year.

Closed-captioning available

Speakers

Todd Gee_myLawCLETodd Gee | Best Best & Krieger LLP

Todd M. Gee works with public agencies and private companies on a variety of transactional and governance matters.

A member of the Business practice group at Best Best & Krieger LLP, Todd’s practice centers on real estate, finance, and business transactions. Todd advises and assists public entities and private companies in all phases of real estate transactions including acquisition and disposition transactions; ground, retail, office and industrial leasing; secured financing and loan opinions; and easements and licenses.

Todd also advises and assists private companies in:

  • Manufacturing and vendor contracts;
  • Asset purchase transactions;
  • Stock, membership interest and partnership interest agreements and
  • Business succession planning.

Todd received his law degree from the Sandra Day O’Connor College of Law at Arizona State University. Todd also spent one year attending University of California, Davis School of Law as a visiting student. During law school, Todd was a member of the Corporate & Business Law Society and was president of the student chapter and served on the national board for the J. Reuben Clark Law Society.

Todd is an active member of Urban Land Institute, the Sacramento Metro Chamber and Metro Edge.

Todd is an avid golfer and enjoys running, snowboarding and spending time outdoors with his wife and children. Todd is an Eagle Scout and speaks fluent Spanish.

 

Spencer Eldred_myLawCLESpencer Eldred | Ballard Spahr LLP

Spencer Eldred is an associate in the firm’s Real Estate Department, focusing his practice on real estate development and transactional matters. He has experience representing developers, agencies, and other parties in a full range of land use and zoning matters, including due diligence, processing entitlements, CEQA review (including streamlining), the Surplus Land Act, and litigation. Spencer negotiates and drafts development agreements, real estate covenants, and related easements.

Spencer also has experience working on matters that involve complex title issues, mitigation banks, wetlands, endangered species,
California Coastal Commission jurisdiction, affordable housing, the Subdivision Map Act, air resources issues, conservation easements, and the Williamson Act. Prior to Ballard Spahr, Spencer worked in the nonprofit sector, in government, and in private practice.

Education
The University of Chicago Law School (J.D. 2014)
Ellman Scholarship

Duke University (B.A., cum laude, 2010)
University Scholars Program

Victor L. Wolf_myLawCLEVictor L. Wolf | Best Best & Krieger LLP

Victor L. Wolf joined Best Best & Krieger LLP in 1983 and has been a litigation partner with the firm since 1990. Victor has significant experience both at the trial and appellate levels, representing private and public clients. He handles a wide variety of matters including disputes involving contracts, title, real property, residential and commercial development, shareholder and partnership rights, partnership dissolution, special taxes and assessments, homeowner associations and construction. In addition, Victor established and is responsible for the special tax/assessment foreclosure team, and is also experienced in representing creditors in bankruptcy proceedings.

Construction law is a major area of emphasis for Victor, who has represented developers, owners, contractors and others in major contract disputes, as well as defect cases. Victor has presented at a number of construction-related seminars given to both the general public, as well as public entities.

Victor has served as a mediator for the Court of Appeal, Fourth District, Division Two, as well as both an arbitrator and mediator for the Riverside County Superior Court. He also served on the Design Review Board for the City of Riverside from 1989 through 1997.

Victor has served as an office managing partner and a practice group leader. He has also been actively involved in recruitment and associate training. Victor has taught courses and lectured on a number of topics, including construction litigation, appellate procedure, law and motion practice, trial practice, effective research and writing, and developing and maintaining client relationships. Over the last 15 years, Victor has served as the head coach of two Riverside high school mock trial teams. During that time, his teams have won two Riverside County championships, and have competed for the state championship on three occasions.

Agenda

Session I – Pre-Contract Due Diligence | 1:00 pm – 1:30 pm

1. Legal issues arising during Due Diligence | 1:00 pm – 1:10 pm
2. Review endorsements, coverage types and removing exceptions | 1:10 pm – 1:20 pm
3. Types of third party reports | 1:20 pm – 1:30 pm

Session II – Loans and Loan Opinions | 1:30 pm – 2:00 pm

1. Loan negotiation, deed of trust review, and local counsel legal opinions | 1:30 pm – 1:40 pm
2. Lender protections | 1:40 pm – 1:50 pm
3. How to negotiate, prepare and qualify a deed of trust? | 1:50 pm – 2:00 pm

Break | 2:00 pm – 2:10 pm

Session III – Transfer Taxes, Closing Documentation, and Closing the Deal | 2:10 pm – 2:40 pm

1. Documentary Transfer Tax, city transfer taxes | 2:10 pm – 2:20 pm
2. How to prepare for closing? | 2:20 pm – 2:30 pm
3. Reviewing the closing statement and closing day mechanics | 2:30 pm – 2:40 pm

Session IV – Title Issues | 2:40 pm – 3:50 pm

1. What is title insurance | 2:40 pm – 2:50 pm
2. Why would a lender obtain title insurance | 2:50 pm – 3:00 pm
3. Standard versus extended coverage | 3:00 pm – 3:10 pm

Break | 3:10 pm – 3:20 pm

4. Priority issues | 3:20 pm – 3:35 pm
5. Mechanic’s lien law and issues | 3:35 pm – 3:50 pm

Session V – Post-Closing Procedures: Tying Up Loose Ends | 3:50 pm – 4:20 pm

1. The role of an attorney generally in a real estate transaction, and more specifically in structuring and coordinating the closing process. | 3:50 pm – 4:00 pm
2. The types of issues and activities that an attorney may need to address and/or monitor after closing. | 4:00 pm – 4:10 pm
3. Identifying post-closing disputes that often arise | 4:10 pm – 4:20 pm

Break | 4:20 pm – 4:30 pm

Session VI – Ethics in Real Estate Closings | 4:30 pm – 5:30 pm

1. The application of the rules of professional conduct and the general standard of performance of an attorney providing services in connection with a real estate transaction. | 4:30 pm – 4:50 pm
2. Circumstances that often arise in a real estate transaction which can run afoul of the rules of professional conduct and an attorney’s ethical obligations to the client. | 4:50 pm – 5:10 pm
3. Steps for avoiding a potential breach of an attorney’s ethical responsibilities in a real estate transaction | 5:10 pm – 5:30 pm