Practices
Real Estate

Real Estate

Shipman has extensive, diverse experience in real estate law, with more than twenty-five lawyers in our Hartford, Stamford, Manhattan, New Haven and Greenwich offices. The real estate practice at Shipman has been ranked in Band 1 by Chambers USA America’s Leading Lawyers for Business 2022, the nation’s preeminent guide to law firms and individual lawyers.

The Shipman real estate team possesses sophisticated knowledge, skill and experience in large, multi-jurisdictional, multi-party, structured transactions across the commercial real estate spectrum, including:

acquisition and disposition
condominium
construction
debt and equity financing (including preferred equity)
development
energy
environmental
federal and state-based financing
joint ventures
land use
leasing
low-income housing tax credits
zoning

Additionally, Shipman provides clients with complete coverage in matters ancillary to commercial real estate, such as tax, litigation, bankruptcy and employment.

Shipman partners with real estate clients located in markets across the country, from New York’s tri-state area to the West coast, including private developers/sponsors, institutional owners, banks, REITs, national lessees, health care facilities, hospitals, insurance companies, educational institutions, investment and sovereign wealth funds, governmental entities and individuals. The Shipman real estate team handles matters concerning every asset class, including multi-family, student housing, affordable and supportive housing, industrial, technology/data centers, office, warehouse, medical, hospitality and retail.

Detailed descriptions of Shipman’s real estate practices in various sectors are set forth below.

Common Interest Ownership

Shipman's common interest ownership representation includes extensive experience in residential and commercial, and financing condominium developments, representing lenders, developers and unit owner associations. Since 1998, Shipman has represented the largest and most valuable homeowners association in the State of Connecticut, covering more than 1400 acres and having an assessed value in excess of $1 billion. The team includes Barry Hawkins, one of the co-authors of the Connecticut Condominium Manual, the definitive source of the most widely used documents and commentary for common interest community development.

Commercial Leasing

Shipman leasing lawyers have extensive experience in all types of commercial leasing, including shopping centers, office buildings, medical facilities, industrial and technology parks, parking garages, restaurants, commercial airports, apartments and condominiums, and collateral issues such as environmental due diligence and compliance, assignments, subleasing, brokerage agreements and subordination and non-disturbance issues. Shipman’s leasing team also has in-depth experience with ground and air-rights leasing and sale-leaseback transactions. Clients include landlords and tenants throughout Connecticut, the northeast region and nationally.

Construction

Shipman’s team of construction lawyers is invested in the success of our clients and committed to helping them achieve their goals with respect to each construction project they undertake. We assist clients during all phases of a construction project from project conception to closeout. We provide guidance in the selection of a project delivery method, bidding and procurement of design professionals and contractors, contract preparation and negotiation, and avoidance and resolution of construction related disputes.

Development

Shipman has been involved in every aspect of large-scale, public and private deals, including the development of parks and stadiums (including naming rights), housing, retail and entertainment centers, and parking facilities. In addition to assisting clients with rating agency and bond insurance requirements and procedures, Shipman has experience drafting and negotiating development agreements, leases and management agreements for various state and quasi-governmental agencies. Additionally, Shipman has served as underwriter’s counsel in the construction of a privately funded stadium.

The Shipman environmental law team provides guidance for the environmental issues that inevitably arise in development projects, and regularly works with clients to design and implement specialized environmental insurance.

Shipman has negotiated and drafted, among other things:

General Obligation Bonds
Revenue Bonds and Notes
Indentures
Loan Agreements
Lease-Purchase Agreements
Mortgages
Bond Purchase Agreements
Ground Lease Agreements
Security Agreements
Guarantees
Swap Agreements
Letters of Credit
Reimbursement agreements
Stadium Development Agreements
Lease and Management Agreements
Environmental Risk Management Insurance Plans

Environmental

Virtually all companies in all industry sectors are faced with myriad of federal, state and local laws and regulations related to environmental, health and safety (EHS) matters. Shipman’s multidisciplinary environmental team advises clients on not only existing EHS requirements, but also industry standards, and emerging developments with respect to environmental legislation, regulation, policy, and management on a national, regional and local level.

Land Use

Our experience in land use encompasses eminent domain, inverse condemnation, exactions and other constitutional property rights claims, affordable housing, fair housing, drafting and enforcement of regulations, historic preservation, mineral rights and earth materials, specific performance, landlord and tenant, common interest ownership communities, quiet title, tax appeals, and foreclosures. We represent clients before state and local agencies in administrative proceedings, and in civil actions in the state and federal trial and appellate courts, involving permitting, injunctions, compensation and damages, and enforcement. We represent businesses, associations, individuals, non-profits and government agencies in these matters.

Lease Restructuring

As a result of the COVID-19 crisis, both landlords and tenants are struggling to deal with the myriad issues arising under their leases, not least the uncertainty surrounding how businesses will use space following the crisis. Shipman’s cross-disciplinary team addresses all forms of leasehold obligations, including rent reduction, lease renewal, assignment/sublease, premises contraction and expansion, and lease termination. Our practice spans multiple asset classes, including retail, office, industrial, medical facilities, hotel, technology parks, and commercial airports, among others. Our team’s knowledge draws from lawyers across the firm, with practitioners from our real estate, litigation, restructuring, employment, insurance and tax practices working together to provide companies with sound business-focused legal advice.

Opportunity Zones

Shipman’s multidisciplinary Opportunity Zones Team includes Tax, Business and Finance and Real Estate lawyers experienced in advising clients on the federal Qualified Opportunity Zones program. The program, included in the Tax Cuts and Jobs Act of 2017, offers significant tax incentives to investors in specific investment vehicles formed to attract funding for projects and businesses.

Public and Private Partnerships

As a Connecticut-based firm, we are particularly proud of our Connecticut presence, and the firm has regularly represented many agencies and departments of state government for more than 30 years. These include the Office of the Governor, the Office of the Treasurer, the Office of Policy and Management (OPM), the Department of Construction Services, the Department of Transportation (DOT), the University of Connecticut (UConn), the Office of Legislative Management and others. The firm has also represented quasi-public agencies as either general counsel or special counsel, including the Connecticut Housing Finance Authority (CHFA); the Connecticut Health and Educational Facilities Authority (CHEFA); Connecticut Innovations, Incorporated (CI); the Connecticut Green Bank (CGB); the Capital Region Development Authority (CRDA); the Connecticut Health Insurance Exchange (CHIE); and the Connecticut Port Authority (CPA).

Real Estate Finance

Shipman represents both lender and borrower clients in a variety of financing arrangements including first mortgage financing, mezzanine financing, intercreditor and co-lender arrangements, CMBS, revenue bond and other tax-exempt financing, equity investment, including preferred equity, and secondary market transactions.

In addition to helping clients secure and originate financing, Shipman provides guidance when such financing requires modification, working out and enforcement.

Real Estate and Land Use Litigation

Our experience in real estate and land use litigation encompasses eminent domain, inverse condemnation, exactions and other constitutional property rights claims, affordable housing, fair housing, drafting and enforcement of regulations, historic preservation, mineral rights and earth materials, specific performance, landlord and tenant, common interest ownership communities, quiet title, tax appeals, and foreclosures.

Transactions

Our firm has a deep and varied team of experienced lawyers and paraprofessionals who devote their full time to complex real estate transactional matters, including:

Commercial acquisitions, dispositions and other transactions
Commercial financing backed by real estate
Commercial leasing (including ground leasing and turn-key construction)
Condominiums and other common interest ownership communities
Conversion of underutilized real estate for last mile purposes
Data centers and colocation facilities
Development of affordable housing and supportive housing
Easements, restrictive covenants, licenses and other interests in real property
Eminent domain
Environmental due diligence and risk management
Foreclosure
Historic preservation
Historic Rehabilitation Tax Credit transactions
Hotel and hospitality
Low-Income Housing Tax Credit transactions
New Markets Tax Credit transactions
Opportunity Zones
Property tax appeals
Public/private redevelopment projects
Title matters
Syndications
1031 Like-Kind Exchanges

Experience

Commercial real estate

Multi-Year Development of Major Manhattan Mixed-Use Properties

Affiliates of Ceruzzi Holdings

Represent affiliates of Ceruzzi Holdings in connection with a multi-year development of major mixed-use properties located at 86th Street and Lexington Avenue and 50th Street and Lexington Avenue. Our representation has included advice in connection with complex land use and air rights matters, condominium, ground lease, multi-tier debt and equity structuring as well as leasing, construction and development matters.

Provided Counsel in $200 Million Financing of NYC Paramount Building

Provided counsel to the ownership of the iconic Paramount Building in Times Square in the negotiation of a $200 million commercial mortgage-backed security (CMBS) loan.

Land use approvals and litigation

Secured Approvals and Purchase of Commercial Property for Multifamily Redevelopment Project

32-36 Iron Horse LLC

Represented developer in the purchase of a construction company’s storage yard for use in a planned residential redevelopment a block from the main commercial artery through Simsbury, CT. The project is a 175-unit multifamily development with 10 percent of the units designated for affordable rents, with walking trails connecting to the Rails to Trails Greenway path on town-owned land. The firm provided end-to-end support on the transaction beginning with the execution of a purchase contract, followed by oversight of environmental investigation and remediation work and a Transfer Act evaluation. The team also helped obtain a wetlands permit and zoning special exception for the new development from town land use boards. The culmination of the matter resulted in the successful closing of the contract.

Zoning Approval for 114 Market and Affordable Apartments

In 2020, we helped obtain approvals by both the Cheshire Planning and Zoning Commission and Inland Wetlands Commission for our client, Lamp Realty, LLC, to build 114 new apartments on the site of an abandoned nursing home. A quarter of the units will have affordable rents for moderate income tenants, such as police officers and teachers. The Commission had adopted its own regulation to promote affordable housing and ours was the first proposal filed under the new regulation. The Shipman-led team was able to overcome substantial opposition and convince the Commission that there was a substantial need for moderately-priced affordable housing in Cheshire and that the proposed development plan was a solid one that complied with all regulatory standards.

Represented Toll Brothers, Inc. in Acquisition of Property for Large Mixed Use Developments in Stamford and Norwalk

Toll Brothers, Inc.

Represented this leading national developer in the acquisition of four parcels along Summer Street, Bedford Street and North Street in Stamford, Connecticut, which will be developed into a new, seven-story, mixed-use development with ground-floor retail, parking garage and several-hundred apartments with related amenity space. Our team assisted with several aspects of the transaction, including reviewing and confirming land use approvals, examining and advising on title matters, advising on environmental matters, and preparing and negotiating closing documents and agreements.

Real estate

University of New Haven Purchase of 130,000 square-foot Building and 12-Acre Lot

Represented the University of New Haven in the closing of its purchase of the “Railroad Salvage” building and land adjacent to the University. This long-awaited purchase furthers their strategic vision and mission of building a new Research and Development Center which will provide students with a hands-on opportunity in advanced manufacturing industries and be the key intersection of university research, innovation, and workforce development. Learn more about the transaction here.

Representation of National Recreational Sports Company in Real Estate Matters across the US

Represent national recreational sports company in all real estate matters involving their locations across the United States, including New York City, Orlando, Chicago and Los Angeles. The company is currently focused on acquiring properties, and our team negotiates all leases and acquisition agreements for the company’s sports facilities as well as related concessions, merchandising and other associated businesses.

Represented Developer in Lease Negotiation with National Retailer

Represented a Long Island developer in negotiating a 45,000 square foot lease with a national retailer in East Meadow, New York. It was essential to maintaining the value of the client’s ongoing investment in this center that all processes in the development cycle were coordinated in this lease, including: ensuring that the tenant’s demands for broad exclusive uses and the need for parking and event areas were consistent with the dense existing retail uses and zoning requirements; coordinating tight construction time lines with supply chain and labor shortages; and satisfying financing and investor requirements.

Chirisa Capital $5.5 million Purchase of 71,000-square-foot Property

Represented Chirisa Capital, a real estate investment company that focuses on data centers and tech parks, in its purchase of a 71,000-square-foot property in Freeport, Pennsylvania for $5.5 million from BNY Mellon. Chirisa plans to repurpose the existing structure for housing critical infrastructure and data storage. The 37-acre site includes 175 parking spots and a one-story building set up for data-hosting services, which was vacant at the time of sale. The building formerly housed data-hosting services for BNY Mellon.

Real estate litigation

Acquisition of Properties by Eminent Domain

Represented a municipal housing authority in southern Connecticut in using eminent domain to acquire property that was planned to be redeveloped into a mixed income, mixed use development as part of a health and wellness district. After unsuccessful attempts to negotiate a purchase of two properties in the redevelopment area, the firm guided the housing authority through all of the legal steps necessary to acquire them by eminent domain.

Defended and Resolved RLUIPA Lawsuit over Denial of Zoning Permit for Mosque

Defended the City of Norwalk in an action brought in federal court under RLUIPA/First Amendment as a result of the denial of a special permit for a new mosque facility by the Zoning Commission. After extensive discovery the case was mediated to settlement. Also negotiated a resolution of a U.S. Department of Justice investigation for the city.

Prevailed for Developer in Injunction Action Seeking to Enforce Unsigned Property Sale Contract

Represented the Cappelli Organization, a successful commercial real estate developer based in White Plains, NY which had built a shopping center in Milford, CT. Cappelli was negotiating a lease for one of the pad sites with an affiliate of ConnectiCare, Inc., which wanted to build out a walk-in retail insurance center. The negotiations broke down and Cappelli declined to sign the lease. ConnectiCare sued the Cappelli affiliate in New Britain Superior Court seeking specific performance of the unsigned lease on the grounds that it had spent money on preparations during the negotiations and the Cappelli site was the only property that met its site criteria.

General

Secured a $102 Million Construction Loan

Represented real estate developer in securing a $102 million construction loan for a multi-building, mixed-use office, retail and residential project in Connecticut. The transaction also included $56 million in CPACE financing, which is the largest in Connecticut to date.

Assist Multi-Family Residential Developer Client in Connection with Agency-Requested PFAS Sampling

We represent a real estate development company in connection with the financing, environmental due diligence and remediation and redevelopment of various multi-family residential development projects in Connecticut and Massachusetts. Our representation includes negotiating the environmental provisions of the Purchase and Sale Agreements, advising on the application for a Flood Management Certificate, managing the design and implementation of dedicated environmental insurance coverage as well as navigating RCRA, state brownfield program and CT Transfer Act environmental investigation/remediation obligations. We also counsel the client in connection with its response to a multi-agency request to perform PFAS sampling in connection with the private and public financing of a development. We work closely with the client’s environmental consultant to prepare and implement an investigation and sampling plan and coordinate with the private/public lenders and DEEP to address PFAS concerns.

Represented LEGO Group in the Closing of a Commercial Lease Agreement for New Headquarters

Represented Danish toymaker, LEGO Group, in the negotiation of a 130,000 square foot commercial lease agreement for LEGO’s new American headquarters located in Boston, Massachusetts. The site was an under-construction, air-rights project that bridged the Back Bay and Fenway neighborhoods in Boston.

Shipman & Goodwin Helps Protect Homeowners From Expansion of Race Track

Lime Rock

Secured a victory for our client, the Lime Rock Citizens Council, a neighborhood group of more than 500 residents of the area around Lime Rock Racetrack in Salisbury, Connecticut, a victory in the Connecticut Supreme Court in the case of Lime Rock Park vs Salisbury Planning and Zoning Commission et al.. At issue was the right of the Salisbury Planning and Zoning Commission to adopt revised zoning regulations to control the proposed expansion of the Race Track from a regional, auto-club-based operation into a NASCAR-type national facility capable of hosting multi-day races. Such expansion would require racing on Sundays, which has been banned at Lime Rock since the late 1950’s by a court order in a noise nuisance case brought by neighbors of the Track.

The trial court had ruled in 2018 that a state statute as amended in 1998 prohibited local zoning regulation from banning auto racing on Sundays. This ruling generated enormous pressure to prevail in this appeal, to protect the quality of life and property values of our hundreds of clients. The Supreme Court delivered a victory when it reversed the trial court, holding that the 1998 amendment to the state statute had rendered the law ambiguous as to Sunday racing, but the legislative history showed that the General Assembly could not have intended in 1998 to create a statewide right to conduct racing on Sundays, regardless of local regulations banning it.

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