When the Deal Falls Apart: Commercial Real Estate Contract Defaults, Deposit Disputes, and Exit Rights

Zachary R. Roth, Managing Shareholder | Ansbacher Law

Zachary R. Roth is the Managing Shareholder of Ansbacher Law, where he represents clients in residential and commercial real estate purchases and sales, real property litigation, construction defect litigation, homeowners’ and condominium association disputes, and corporate transactions and litigation. His practice encompasses both real estate transactions and disputes, providing a perspective on the contractual and legal issues that can arise throughout a real estate deal. He formerly served as City Attorney for the City of Neptune Beach and currently serves as Town Attorney for the Town of Baldwin.

• Education & Credentials

Mr. Roth earned his Juris Doctor from Vanderbilt University and his Bachelor of Arts, cum laude, from Centre College in Danville, Kentucky, in 2010. He is a member of The Florida Bar and is admitted to practice before the U.S. District Court for the Middle District of Florida.

• Recognition & Leadership

Mr. Roth has been recognized in Best Lawyers in America and named a Florida Super Lawyers Rising Star, with both distinctions listed from 2021 to the present in his firm profile. In 2024, he was named a Legal Elite Notable – Managing Partner and included in the Jacksonville Business Journal’s 40 Under 40. At Vanderbilt, he received book awards in Mergers & Acquisitions, Copyright Law, and Sports Law, and was named to the Dean’s List from 2011 to 2013. He also served as Executive Authorities Editor of the Vanderbilt Journal of Transnational Law.

• Professional Involvement

Mr. Roth has been a member of The Florida Bar’s Real Property, Probate and Trust Law Section since 2013. He served on Florida Bar Grievance Committee 4-B from 2023 to 2026 and chaired the committee in 2026. He is also a member of the North Florida Officials Association and previously served on the Gator Bowl Sports Committee. His published work includes “International Student Athletes and NCAA Amateurism: Setting an Equitable Standard for Eligibility after Proposal 2009-22,” published in volume 46 of the Vanderbilt Journal of Transnational Law.

• Experience

As Managing Shareholder, Mr. Roth practices in real estate and title insurance, business, general counsel services, government services, and litigation and dispute resolution. His real estate work includes representing clients in residential and commercial property purchases and sales, as well as real property litigation. His municipal legal experience includes his former role as City Attorney for Neptune Beach and his current role as Town Attorney for Baldwin. He has also presented on property rights and disputes involving land use, including “Trespass, Adverse Possession, and Prescriptive Easements: Rights in the Lands of Another?” at the Florida Easements, Rights-of-Way, and Eminent Domain Seminar in 2021 and 2022.

Daniel Correa, Senior Associate | Ansbacher Law

Daniel Correa is an attorney at Ansbacher Law whose practice includes commercial and residential real estate transactions, corporate structuring, and complex transactional matters. He represents buyers, sellers, landlords, tenants, developers, and investors in real estate acquisitions and dispositions, commercial leasing, construction and development transactions, financing arrangements, joint ventures, and real estate investment structures. His work includes drafting and negotiating purchase and sale agreements, commercial leases, construction contracts, and related transactional documents, as well as conducting due diligence involving title, surveys, zoning, and environmental review.

• Education & Credentials

Mr. Correa earned his Juris Doctor from the University of Miami School of Law and his Bachelor of Science in Business Administration and Management, with honors, from the University of Central Florida. He is admitted to practice in all Florida state courts and is fluent in English and Portuguese.

• Recognition & Leadership

During law school, Mr. Correa served as Executive Editor of the University of Miami Business Law Review. He was also active in the university’s Business, Tax, and Real Estate Law Societies. He graduated with honors from the University of Central Florida.

• Professional Involvement

Mr. Correa is a member of The Florida Bar. His professional and academic involvement in real estate and business law includes his participation in the Business, Tax, and Real Estate Law Societies at the University of Miami School of Law and his editorial service with the University of Miami Business Law Review.

• Experience

Mr. Correa advises clients on real estate acquisitions and dispositions, commercial leasing, development and construction transactions, financing arrangements, and real estate investment structures. He handles multiple stages of real estate due diligence, including title, survey, zoning, and environmental review, and drafts and negotiates purchase and sale agreements, conveyance and curative instruments, leases, construction contracts, and other transactional documents. His broader business practice includes corporate formation and structuring, governance and compliance, securities-related transactions, and the negotiation of operating, shareholder, partnership, and commercial agreements. At Ansbacher Law, his listed practice areas also include real estate litigation, construction defect litigation, and business matters.

SESSION 1 – When a Commercial Real Estate Deal Breaks Down: Defaults, Contingencies, and Termination Rights | Daniel Correa | 12:00pm – 1:00pm

Financing failures, missed deadlines, and disagreements over due diligence or closing obligations can derail a commercial real estate deal. Attorneys will review key purchase agreement obligations and contingencies, distinguish termination rights from unmet conditions and defaults, and apply notice and cure requirements. The session also covers responding to delayed closings and negotiating amendments and extensions while preserving contractual rights.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Earnest Money, Specific Performance, and Remedies When a Deal Fails | Zachary R. Roth | 1:10pm – 2:10pm

When a commercial real estate transaction fails to close, the available remedies shape every next step. Attorneys will examine earnest money and escrow disputes, the enforceability of liquidated damages clauses, and when specific performance is available. The session also covers calculating damages, evaluating mitigation arguments, building the evidentiary record for breach of contract claims, and negotiating settlements while managing litigation risk.