Purchase and Sale Agreements

Commercial real estate transactions in California require precision, timing, and a well-structured legal framework. A purchase and sale agreement (PSA) is more than a contract; it defines how a transaction progresses from initial intent to closing. At Buckner, Robinson & Mirkovich, we prepare, review, and negotiate PSAs that protect our clients’ interests, ensure compliance with California law, and anticipate the practical realities of today’s property markets.


Our attorneys guide clients through each stage of the transaction from preliminary letters of intent to closing and post-sale matters, ensuring that all legal, financial, and procedural steps align. We work closely with brokers, lenders, and opposing counsel to keep deals efficient, compliant, and enforceable.

Risk Mitigation

A well-drafted agreement should minimize uncertainty. We structure representations, warranties, and indemnities that clearly allocate risk and prevent costly disputes. Each PSA we draft is tailored to reflect the asset, the parties’ business objectives, and the unique requirements of California’s commercial real estate market. By addressing issues such as title encumbrances, environmental reports, and disclosure obligations upfront, we help clients move toward closing with confidence and predictability.

Transaction Speed

Timing is central to a successful transaction. Our firm establishes realistic diligence periods that allow for comprehensive review while maintaining the momentum necessary for closing. We clearly define cure rights and notice procedures so that any issues identified during diligence can be resolved within the contract’s framework reducing the likelihood of default or delay. This disciplined approach allows our clients to proceed through financing, title review, and escrow without unnecessary interruption.

Market Alignment

Commercial real estate transactions in Southern California are shaped by evolving market practices and the participation of institutional investors, REITs, and private developers. We ensure each agreement reflects these dynamics by aligning deal terms with current regional trends and industry standards. Whether representing a developer acquiring a multi-tenant retail center in Orange County or an investor divesting a single-tenant property in Los Angeles, we draft agreements that meet both legal and market expectations.

Confidence & Focus

Legal language should never obscure a client’s understanding. We draft PSAs in clear, precise terms so that developers, property owners, and investors can make informed decisions about contingencies, closing mechanics, and risk allocation. Our goal is to translate complex legal obligations into practical business insight, allowing clients to act with clarity throughout the transaction.

Experience You Can Trust

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Reach Out To Us

Phone:   714-432-0990

Email: info@bamlaw.net
Address: 3146 Red Hill Avenue, STE 200, Costa Mesa, California 92626, United States

THE PURCHASE AND SALE AGREEMENT PROCESS

Commercial real estate transactions in California demand discipline, precision, and practical oversight. A purchase and sale agreement (PSA) serves as the blueprint for the transaction. Setting forth how a deal will progress from negotiation to closing. The process typically begins with a letter of intent or term sheet and evolves into a formal agreement that defines due diligence timelines, representations and warranties, indemnities, financing contingencies, and closing mechanics.


At Buckner, Robinson & Mirkovich, our attorneys ensure each stage unfolds in the proper order, protecting our clients’ investments while maintaining compliance with California law. We manage the transaction from initial negotiation through closing, coordinating every moving part (title and survey review, environmental analysis, lender communication, and resolution of disputes involving CC&Rs, easements, or restrictive covenants).


We take complex legal requirements and translate them into practical guidance. Whether our clients are developers acquiring multi-tenant commercial properties or investors divesting single-tenant assets, we help them understand both the legal and financial implications of every decision.


Expertise in California Law

Our firm’s real estate practice is grounded in decades of experience representing property owners, investors, and developers throughout Southern California and across the United States. We do more than prepare purchase and sale agreements; we adapt them to California’s unique legal framework, where disclosure requirements, environmental regulations, and local zoning codes often determine a deal’s success.


Our attorneys are adept at navigating the California Civil Code, reviewing reciprocal easement agreements and covenants, and interpreting complex lease obligations. This comprehensive understanding enables us to structure agreements that anticipate potential obstacles to closing.


In addition, our experience in property management law and commercial landlord-tenant matters allows us to identify issues that often intersect with sales transactions. For example, we ensure that estoppel certificates, SNDA agreements, and tenant obligations are properly addressed for buyers acquiring leased properties. For sellers, we safeguard against overbroad representations and warranties that may create unnecessary exposure. This dual perspective, transactional and operational, sets our approach apart from many real estate law firms.


Guiding Your Deal Through Closing

A well-negotiated PSA is only the beginning of a successful transaction. Our attorneys remain actively involved from signing through closing, coordinating with surveyors, title officers, lenders, and environmental consultants to ensure that each report, search, and certification is completed accurately and on schedule.

When unexpected issues arise, such as title defects, unrecorded easements, or tenant defaults, we work efficiently to negotiate curative provisions or restructure the transaction to preserve the client’s objectives.

We also understand the timing pressures of the California commercial real estate market. Our attorneys prepare and enforce “time is of the essence” provisions while allowing sufficient flexibility to accommodate financing requirements or municipal approvals. By combining careful drafting with practical business judgment, we keep transactions moving forward and protect our clients from costly delays or premature defaults.


How This Works In Practice

Each transaction requires a balance between diligence and efficiency. For buyers, we ensure that the PSA allocates risk appropriately, covering issues such as seismic reports in Los Angeles, environmental reviews in San Diego, and zoning restrictions in Orange County. For sellers, we structure agreements that protect against post-closing liability while maintaining the marketability and lender appeal of the property.

Our detailed approach includes:

  • Title and Survey Review: Clearing liens, resolving boundary disputes, and securing necessary title endorsements.
  • Environmental and Zoning Compliance: Coordinating Phase I and Phase II assessments, ensuring CEQA compliance, and confirming zoning classifications with local agencies.
  • Tenant and Lease Matters: Verifying estoppels, SNDAs, and CAM reconciliations to confirm accuracy and enforceability.
  • Closing and Escrow Mechanics: Managing prorations, purchase price adjustments, and recording requirements to ensure a seamless transfer of title and funds.

Because our attorneys regularly advise both property owners and managers, we approach each PSA with an understanding of how these agreements affect asset performance long after closing. Our goal is to deliver agreements that not only withstand legal scrutiny but also support the long-term financial success of the property.


Serving Clients Across Southern California

From our offices in Costa Mesa, Buckner, Robinson & Mirkovich advises clients across Orange County, Los Angeles, and throughout California. Our commercial real estate attorneys combine transactional skill with a deep understanding of the state’s complex property laws, helping clients close deals efficiently, confidently, and securely.

Common Questions

  • 1. What makes California purchase and sale agreements different from other states?

    California’s PSAs often incorporate state-specific disclosure requirements, environmental compliance under CEQA, and unique title issues tied to Proposition 13 property tax allocations. Buyers must be careful about “as-is” clauses, which, if poorly drafted, can shift disproportionate risk. Having California counsel ensures that the agreement reflects both statutory requirements and prevailing industry standards.

  • 2. How does legal counsel speed up the transaction process?

    While it may seem counterintuitive, thorough legal drafting often shortens deals rather than delays them. By anticipating disputes over title, CC&Rs, environmental reports, or estoppels, our attorneys draft language that prevents last-minute renegotiations. This efficiency not only saves time but also preserves relationships with lenders, brokers, and counterparties.

  • 3. What should a buyer or seller look for in the “representations and warranties” section of a PSA?

    These provisions allocate risk and liability for the condition of the property, leases, and compliance with law. In California, they are particularly critical where properties involve complex tenant mixes, environmental histories, or entitlements. Our role is to ensure that sellers do not overextend their liability, while buyers gain sufficient protection to justify the purchase price. A balanced approach makes disputes far less likely after closing.