Real Estate Mock Transaction

With the summer zooming by at Bilzin Sumberg, the summer associates and I have found ourselves in the next phase of the mock real estate transaction. Until now, battle lines were drawn with Eric and me playing the Seller and the Seller’s attorney and Devin, Lucas, and Ben playing joint Buyers and the Buyers’ attorney respectively in previous mock real estate negotiations.  Last week, however, a temporary truce was called with the introduction of the joint venture seminar.  In this new exercise, Devin, Lucas, and Ben continued to portray the company The Good Guys LLC composed of the Avengers. Instead, however, they were tasked to see things from the perspective of a Developer.  Eric and I, on the other hand, portrayed the mighty Starlord, also known as the leaders of the Guardians of the Galaxy. We were tasked with seeing from the perspective of a business partner. The seminar was expertly presented by Partner at the firm Marshall Pasternack and associate David Resnick, and we were all given a crash course on the pillars of joint venture contracts. We reviewed the key components of a joint venture and some of the essential elements necessary to make a joint venture succeed.  In this exercise, the venture was to build a super hero home base condo in Miami.

 

Prepared with the necessary tools, the summer associates and I came together to work on our first operating agreement. In the agreement, details like preferred returns and monetary distributions were discussed until both parties could come to an agreement. The exercise was definitely less intense as compared to the other negotiations that have occurred. It was obvious that both sides wanted to reach the end result of a good partnership, which helped the discussions to go smoothly.  Overall, it was a great exercise! However, things will definitely heat back up again once we return to our real estate transaction between The Good Guys LLC and the Bad Guy LLC!

Towards the conclusion of last week, the 2018 Bilzin Sumberg summer associates began one of the stages of the annual summer associate program: the real estate mock transaction. This exercise will take us through all of the stages of an actual real estate transaction while providing us with a practical dose of legal practice as we take on the roles of buyer, seller, and each parties’ respective attorneys. I will be representing Devin and Lucas, who will serve as the buyers, and Eric will be representing Brianna, who will play the role of our seller. Our fact pattern is (loosely) based on the recent Marvel Avenger’s Infinity War movie, with the buyer’s working to purchase the last “Infinity Stone property” from the seller Thanos’ holding company, “THE BAD GUY LLC”. Devin, Lucas, and I are the only thing standing between Thanos and world domination! As per usual, Jessica Bucshbaum and Betsi Cobas did an outstanding job making the exercise especially interesting by creating a fun scenario for us.

Continue Reading Some Friendly Competition for World Domination

Closing celebration at Sugar!

Over the summer, we have had the chance to experience every stage of a typical real estate transaction through the Mock Real Estate Transaction program. From the initial contract negotiation to contract amendment, Adam Lustig and Phil Sosnow led the summer associates through each step to closing. This week, after preparing a special warranty deed, a general assignment, a no lien affidavit, and a closing statement, we were finally ready! The teams showed up prepared (or so we thought). Continue Reading (Almost) Getting to Closing

Concept image of the six most common questions and answers on a signpost.

The summer is definitely in full swing, and there are constant opportunities to learn more about Bilzin Sumberg. Tag alongs are opportunities to accompany attorneys to meetings, depositions, or court, or to listen in on phone calls. Last week, I was lucky enough to go on a tag along with Jay Sakalo and Jeff Snyder and sit in on a negotiation. In order to go, I did have to miss the Mock Real Estate Transaction’s contract negotiation, but it was definitely worth it to see a real negotiation in action!

On the way there, Jay and Jeff explained the topic and gave me all of the background information on the parties. They even filled me in on their negotiation strategy. This was helpful, because I understood much more throughout the day. I had the chance to ask a ton of questions, and overall the whole process was really interesting. I am hoping to use what I learned at our next Mock Real Estate session!

Most of the other Summer Associates have had tag alongs as well. Luis watched José Ferrer from the Litigation department argue before the 3rd DCA. José was appealing an injunction against our client made in the trial court.

Lauren attended an impromptu lunch with a client, when she and Melissa Pallet-Vasquez ran into him at Obba Sushi. Melissa had just completed a hearing on his case that morning, so he joined the lunch. Alex sat in on a phone call with Marshall Pasternack regarding a potential acquisition of property and Eric sat in on a phone call with Marty Shwartz regarding a commercial real estate sale.

Forrest hasn’t had a tag along quite yet, but he does have plans to accompany Jay Ward to the federal courthouse in a couple of weeks, so maybe he will fill us in later!

 

The art of negotiation is an invaluable skill that many lawyers strive to perfect. Last week, we had an early opportunity to put our negotiation skills to the test during the initial phase of the Mock Real Estate Transaction. Led by Adam Lustig and Phillip Sosnow of the Bilzin Sumberg Real Estate Group, the Mock Real Estate Transaction is a summer-long training program designed to give summer associates early exposure to the main phases of a real estate deal.

The ultimate goal is to close a deal for the sale of land to be used for commercial purposes. Prior to the initial negotiation for the Letter of Intent, we were separated into two teams—Miami Beckham United LLC (buyers) and Not-So-Scary, LLC (sellers). Alex Roitman and Ali Lehson served as coaches to guide us and to ensure the negotiation session moved along smoothly…and believe me, their presence was absolutely necessary to quell a brewing dumpster fire when both teams conflated the inspection period with the closing period during the negotiation!

During the negotiation session, the atmosphere was extraordinarily intense. Representatives from both sides glared at each other from across the table with hawkish eyes, and each team conferred in plain sight in private (via ad hoc binder walls) to devise (and revise) bold strategies to keep the other team on its heels.

Okay, the atmosphere was not contentious, but it was still challenging to find compromise. Each side used its leverage to negotiate favorable terms related to the purchase price, inspection period, and closing period. After approximately thirty minutes of non-stop action, both sides finally agreed to terms within the Letter of Intent! Although the deal is not yet finalized, this initial success called for a celebration.

To celebrate, we attended a summer associate alumni event at Two Chefs. During this event, we had the opportunity to build camaraderie with attorneys who began their careers as summer associates at Bilzin Sumberg. We also had a chance to hang out with two of Bilzin Sumberg’s finest—Jay Sakalo and Jessica Buchsbaum!

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Supervised by the head chef, we demonstrated our superior cooking skills by preparing different dishes throughout various stations. Some of these dishes included—but were not limited to— the finest quinoa in town (prepared by Hannah Lidicker and Desiree Fernandez), perfect-to-the-crisp flatbread (prepared by Alexandra Barshel, Lauren Sabella, Jared Spector, and Leah Aaronson), perfectly-tenderized grilled steak (prepared by Forrest Murphey and yours truly), and the most upscale chocolate soufflé in South Florida (prepared by Luis Reyes, Shalia Sakona, and Jay Sakalo.

Now it’s time to put these newly acquired negotiation (and cooking) skills to use…

Last week markIMG_1920ed the culmination of the Mock Real Estate Transaction–a training program designed to give the summer associates exposure to the full life cycle and many phases of a real estate deal.  The summer associates were divided into two teams, buyers (Team Captain America) and sellers (Team Iron Man).

 

Weekly sessions led by Adam Lustig and Phil Sosnow covered each phase of a real estate transaction, from Letter of Intent to Closing.  Coaches Manny Gonzalez and Kent Koch were assigned to each team to help us understand and draft documents, as well as advise us in conducting negotiations.  After the informative introduction, the teams would conduct a negotiation, attempting to reach a compromise by the end of the session.  Buyers and sellers were given unique fact patterns for each phase, highlighting needs and wants to drive negotiation priorities.

The path to closing was not always smooth.  In fact, during the Contract Amendment phase, our deal almost broke down entirely.  Buyers and sellers fully embraced their roles and negotiations for an extension of the property inspection period got very heated.  Personally, I learned a valuable and mildly embarrassing lesson about the importance of stepping out of the room to confer privately.  Thinking aloud in role of the seller, I blurted out “what do we think of $X for Y weeks extension?” Buyers enthusiastically embraced my suggestion, my team shot me looks of stunned disbelief, and Adam declared “that sounds like offer and acceptance!”  I frantically back-pedaled and thankfully we were permitted to disregard my comment and move on. Continue Reading The Summer War – Let’s Make a Deal

Tuesday was our first day back from the long weekend as well as the first day of a summer-long war: the Real Estate Mock Transaction. When I first heard about the mock transaction, I was excited because I am interested in Real Estate and the Real Estate Practice Group at Bilzin Sumberg is so prominent, but also a bit apprehensive because I hhandshake with gears backgroundad no idea what to expect.

Luckily, our session today started with a brief overview of the purpose of the mock transaction, and then a brief overview of a typical real estate transaction. Bilzin Sumberg started the mock transaction about 8 years ago for two reasons: first, because most law schools do not offer transactional skills programs and second, because most summer associates are not here long enough to see a deal all the way through. Today, we negotiated for a 105 day inspection period followed by a 60 day closing period. In 165 days I will be outlining for my first semester finals instead of working on a real estate transaction, so I’m excited for the chance to see what a real deal entails.

We each received a binder to use throughout the transaction – one for the buyers’ side and one for the sellers’. On the cover, our faces were photoshopped onto the movie poster for Captain America Civil War underneath the title “The Summer War.” My face is front and center, attached to Captain America’s body. Each Summer Associate’s face was on a different superhero. Inside was a fact pattern explaining how some of the superheroes need to liquidate their assets to prepare for battle, so they were planning to sell a vacant lot here in Brickell, across from Pieducks Pizza.

On the next page, we had information specific to the buyers’ team, including which issues (price, length of inspection period, etc.) were our priorities. The sellers’ team left the room, and we discussed our strategy with our coach, Manny Gonzalez. Having our coach there was extremely helpful because we had no idea where to start. Should our first offer be below the appraisal value of the property? Is a typical deposit rate 2% or 25%? Fortunately Manny was able to put us on the right track. After a few minutes, the sellers’ team came back in and our timed negotiation ensued. Sitting on opposite sides of the table, the two teams discussed price, the closing period, the inspection period, and deposits to try to come to an agreement.

The negotiations are ongoing, so I can’t disclose too much. Check back for more updates after we sign the contract!

Following some of the great times we have had getting to know one another at social events like the Poker Tournament, we have also been gaining valuable work experience in all of Bilzin Sumberg’s different practice areas. This week, we focused on Real Estate Transactions, as the Summer Associates participated in the next two phases of our Mock Real Estate Transaction. With a combination of hands-on learning and a few helpful presentations from Marshall Pasternack, Adam Lustig, and Phillip Sosnow, our respective real estate teams negotiated the next phases of a multi-million dollar transaction. After some bargaining, we struck a solid deal regarding the terms of our Purchase and Sale Agreement, and worked together to implement the changes into the contract. Thankfully, during our negotiations, our team leaders stuck by our sides to make sure we didn’t stray too far from typical business practices.

Toward that end, the guidance we have received at Bilzin Sumberg has been one of my favorite parts of working at this law firm. Our mentors have been here for us every step of the way, whether we have needed pointers on our assignments or more general feedback and advice. To further strengthen that learning experience, we all had our Mid-Summer reviews recently. Although we were a bit nervous to see how our reviews would go, it was a great check-in during which we could share our experiences thus far and discuss our completed assignments. The reviews also provided us with the opportunity to begin to narrow down our interests to certain practice areas and take more assignments from them. It is hard to believe that we are officially halfway through the summer program, but I am excited to see what the next week brings!

reviewing contractLast week we began the Real Estate Mock Transaction training program. We met with our coaches and were divided into two teams: Seller’s Team, which includes Camille, Jennifer, and I; and, Buyer’s Team, which includes Jessica and Brendan. After being split up into teams and reading the Hunger Games themed fact scenario, Adam Lustig announced, “Let the Summer Games begin!” We then began the fast paced transaction with only 15 minutes to strike a multi-million dollar deal that would later be memorialized in a letter of intent.

I’ll admit, I was a bit nervous about negotiating a deal in a room filled with partners, especially since I want to practice in litigation and did not know what to expect. But, seconds into the negotiation, I realized why many prefer to work in the transactional side of law: it’s thrilling! (In fact, the negotiation felt a lot like playing poker, which explains why the real-estate department hosts a summer Poker Tournament.) Almost immediately, terms that I haven’t used–or heard–since first-year contracts were being thrown back and forth as both teams tried to negotiate the best deal for their respective clients, Fight to the Death, LLC (Sellers) and The Rebellion, LLC (Buyers). The negotiation did become a bit competitive, but, thankfully, did not rise to the level of a family “Monopoly Night” (you know what I am talking about). Within what felt like seconds, we struck a deal—but the terms were so nuanced that even the partners had to re-cap what we had agreed to.

In the end, I think both sides struck a good deal for their clients. Unlike litigation, both sides in a transaction can, and should, win and I think we have managed to do that so far.

On the first day of summer, we sat in the Bilzin Sumberg boardroom with Marshall Pasternack and Jessica Buchsbaum. Marshall was telling us that the summer program would fly by before we knew it. Well, here we sit nine weeks later and his words have proved prophetic.

The summer experience has been fulfilling in a number of different ways. We were all exposed to work that forced us to critically think about complex legal issues. Experienced attorneys–from senior partners to associates–helped us with our work, providing us with guidance and invaluable feedback, and inviting us to join them on tag-alongs. We participated in simulations designed to expose us to some types of work otherwise inaccessible to summer associates. Finally, we each selected assignments that were interesting to us, which allowed us all to experience what practicing is like in each of Bilzin Sumberg’s different departments.

We made professional and personal connections with people throughout the firm. It started with our mentors, who were a tremendous resource for all of us. The summer associate program was full of social events designed to allow us to meet attorneys in a non-workplace setting, and we found attorneys more than happy to engage with us on a personal level. We were able to witness first-hand the commitment that Bilzin Sumberg has to giving back to the community through Bilzin Sumberg Cares, and how important giving back is to our firm.

The summer program was a tremendous experience. It was well-organized and well-executed from beginning to the end. My experience would not have been the same without the people that shared it with me every step along the way: Leah, Desiree, Jared and Moshe. What started as just work friendships has turned into something much more meaningful, and I couldn’t have picked a better group of people to have spent the summer with.