Drafting for Legal Professionals in Real Estate

Bruce E. Ritter | Clark Hill PLC

Bruce Ritter has practiced commercial real estate since 1987, advising clients on leasing, acquisition, development, loan transactions, and real estate workouts throughout New York, New Jersey, and nationally. His clients include commercial landlords and tenants nationwide in retail leases, office leases, “big box,” industrial, and warehouse leases, as well as mixed-use project leases, ground leases, and bondable and other types of financing leases. In addition, he has led brownfield developments, retail developments, and build-to-suit projects.

Clients appreciate his understanding of unique tax incentives and programs in real estate deals, allowing him to assist them in structuring substantial cost savings. Prior to private practice, Bruce worked as an in-house counsel with two national retailers and a national quick service restaurant company in addition to private law firm experience in Manhattan.

Bruce Ritter has extensive experience in industries such as retail and hospitality, construction, insurance and reinsurance, and alternative/renewable energy. His practice areas include real estate, corporate law, and commercial and real estate finance. He earned his J.D., cum laude, from Brooklyn Law School in 1987 and his B.A., with honors, from SUNY at Binghamton in 1983. A member of the New York State Bar Association, the Nassau County Bar Association, and the International Council of Shopping Centers (ICSC), Bruce is licensed to practice law in New York.

Throughout his career, Bruce has spearheaded significant projects, including the acquisition and development of an anchor apparel retailer’s headquarters and warehouse distribution hubs for a major retailer. He has advised anchor retailers on acquisition and leasing in shopping center condominiums and managed ground leasing and sub-ground leasing for complex development transactions. His representation extends to lenders in multi-state extended-stay lodging projects, quick-service restaurant chains in steakhouse and quick-service transactions, and borrowers in refinancing large light industrial, manufacturing, and office developments. Additionally, Bruce has provided legal counsel to a major retail developer in numerous retail and mixed-use projects involving governmental, quasi-governmental, and private entities.

Bruce is also an active speaker, frequently presenting at the International Council of Shopping Centers (ICSC) Law Conference and other notable events. His speaking engagements include workshops and seminars on topics such as indemnification, misunderstood leasing concepts, innovations in grocery store leasing and development, and prohibited uses in retail agreements. Highlights include his presentations “To Indemnify, or Not to Indemnify—that is NOT the Question” (October 2024), “Commonly Misunderstood Leasing Concepts: The Rodney Dangerfield of Lease Clauses That Do Deserve Your Respect” (October 2023), and “Changing Times, Changing Minds: Revisiting Prohibited Uses and Their Enforceability in the New Era of Non-Traditional Retail” (October 2017). He has also coordinated and facilitated workshops and roundtables, sharing his expertise on issues such as subtenant recognition agreements and incentive and fixture financing.

I. The Transaction Parties and Their Relationships | 1:00pm – 1:15pm

• Identifying key players: Buyers, sellers, lenders, and developers
• Understanding roles, interests, and aligning objectives early

II. Drafting Basics: Representations, Warranties, and Covenants | 1:15pm – 1:30pm

• Structuring provisions: Mandatory vs. negotiable vs. prohibited clauses
• Managing risk through tailored representations and warranties

III. Organizing Real Estate Transaction Documents | 1:30pm – 1:45pm

• Methods for arranging concepts logically into actionable documents
• Utilizing drafting checklists for structure and accuracy

IV. Drafting Clarity: Avoiding Ambiguity and Vagueness | 1:45pm – 2:00pm

• Best practices for clear and concise language
• Resolving potential misinterpretations and disputes proactively

Break | 2:00pm – 2:10pm

V. Drafting Across Real Estate Scenarios | 2:10pm – 2:25pm

• Purchase and sale agreements: Essential provisions and pitfalls
• Leases: Structuring short-term and long-term agreements
• Development projects: Addressing unique obligations and risks
• License agreements and occupancy arrangements
  • Structuring short-term leasing for pop-ups and innovative concepts
  • Crafting licensing agreements with franchisees or multi-location programs with franchisors
  • Developing project agreements and satellite licenses for specific scenarios
• Key issues for landlords and tenants in assignments and subletting

VI. Proactive Risk Management in Drafting | 2:25pm – 2:40pm

• Identifying high-risk areas and negotiation points
• Implementing clauses to protect client interests

VII. Proofreading and Precision in Final Documents | 2:40pm – 2:55pm

• Ensuring consistency, accuracy, and clarity across all sections
• Avoiding errors that can lead to disputes or legal challenges

VIII. Moving From Organization to Implementation | 2:55pm – 3:10pm

• Finalizing structured drafts into actionable, client-ready documents
• Bridging client expectations with practical legal deliverables