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Real Property Law & Planning


“There is no ‘one-size-fits-all’  real estate transaction. Each situation is different. Unfortunately, many people don’t realize that online legal services and generalist or mill attorneys,  are for the most part, one size fits all, or worse, ignorant of the nuances and subtleties of real property planning and transactions. They are often not aware of and are not sophisticated enough to design a transaction that not only covers all the legal issues, and considers the financial, business and accounting aspects, but the need for specifically designed provision of services to save taxes or protect the owner. Only an experienced real estate attorney knows the difference and how to design, prepare, implement and operate an effective, comprehensive real estate transaction  or provide real estate law  representation  appropriate for a given client.STEVE YAHNIAN, Attorney/CPA, Yahnian Law Corporation



A detailed description of our Real Property Law and Planning services is set forth in the following paragraphs.

Summary of Real Property Law and Planning Services

A summary list of the real property law and planning services  provided by Yahnian Law Corporation is provided immediately below. Scroll down or click any of the above links for a more detailed description of our real property services:

  • Purchases and Sales
  • Leasing
  • Letters of Intent
  • Broker’s Commission and Listing Agreements;
  • Title Review and Analysis
  • Due Diligence and analysis of property to be acquired
  • 1031 Tax Free Exchanges
  • Acquisition loans
  • Construction and Development loans
  • Take out and permanent financing
  • Seller carry-back loans
  • Institutional loans
  • Negotiation and drafting of loan documents
  • Guaranty’s
  • Promissory Notes
  • Trust Deeds
  • Security Agreements
  • Hazardous Materials Agreements
  • Loan Workouts, restructuring, loan extensions and modifications.
  • Construction Contracts.
  • Easements
  • CC&R’s
  • Licenses
  • Subdivisions
  • Shopping Centers
  • Environmental Counseling.
  • Property Management.
  • Land Conservation.
  • Real Estate Development
  • Real Estate Joint Ventures
  • Development Agreements
  • Zoning issues

Acquisitions and Sales of Real Property

We represent buyers and sellers in the purchase and sale of developed and undeveloped real property. Our services include

  • drafting and negotiation of letters of intent and purchase and sale agreements;
  • drafting and negotiation of broker’s commission and listing agreements;
  • title review and analysis;
  • assistance in due diligence and analysis of property to be acquired;
  • IRC 1031 Tax Free Exchanges; and
  • all other matters necessary to take a transaction from a proposal to a closing.

Commercial and Residential Subdivisions and Planned Developments

We represent commercial and residential developers in

  • the subdivision and creation of planned developments, condominiums, mixed use communities,
  • infill redevelopment projects, and
  • commercial/retail/office/industrial multi-unit projects.
  • creation of commercial and residential condominiums, and other commercial multi-tenant projects, including condominium conversions.
  • preparation and recording of covenants, conditions, and restrictions for commercial and residential subdivisions, shopping centers, and office parks,
  • the creation of legal governance structures for owners’ associations, and
  • assistance with all matters related to the California Department of Real Estate.

Common Interest Communities

  • Drafting and amending articles, bylaws and CCRs
  • Homeowner association governance: board and member meetings
  • Financial disclosure requirements
  • Enforcing assessments and covenants

Common Interest Developments

  • Commercial and mixed-use condominiums
  • Obtaining DRE approval
  • Drafting tips for governing documents
  • Lender requirements for Fannie Mae, Freddie Mac, and VA regulation
  • Unique characteristics of common interest developments
  • Subdivision Map Act and condominium plans
  • State regulation of common interest subdivision sales
  • Condominium conversions

Construction Contracts

In connection with the construction of new buildings, improvements or alterations, our real estate-related services involve the negotiation, documentation, amendment and enforcement of construction contracts and agreements between owners and architects, including general contractor agreements, subcontractor agreements, interior design, and other similar agreements.

Easement and Restrictions

We have represented landowners and other interested parties in granting rights in and placing restrictions upon real property. Our services include

  • the preparation and recording of covenants, conditions and restrictions upon commercial and residential subdivisions, shopping centers, and office buildings;
  • drafting and negotiating easements and licenses to be conveyed to adjacent landowners and other interested parties, including conservation easements;
  • liaison with government and utilities in the grant of public service easements; and
  • negotiation and drafting of reciprocal easement agreements among adjoining property owners.

Environmental Counseling

We are available to review and analyze Phase I and Phase II environmental assessments and reports for buyers, lenders and others; provide counseling as to compliance with environmental disclosure and permitting requirements; and provide an assessment of environmental liabilities to landowners, tenants, operators and lenders with respect to contaminated sites.


We represent borrowers and lenders in many types of financing arrangements, including property acquisition loans, construction and development loans, take-out and permanent financing, seller carry-back loans, institutional loans, syndication loans and bond financings. Our services include negotiation and drafting of loan documents, including the preparation of loan agreements, promissory notes, deeds of trust, security agreements, guaranties, hazardous materials agreements, collateral assignments of leases and all other instruments which are a part of secured lending; title review and analysis; and other due diligence matters relating to lending transactions.We also have experience in representing borrowers and lenders in loan work-outs, restructuring, and loan extensions and modifications.

Ground Lease

  • Reviewing, negotiating, and drafting commercial ground leases
  • Financing, tax, and bankruptcy issues
  • Advice, counseling and analysis of percentage rent, fair market rent adjustments, and value appreciation rent
  • Options to extend, options to purchase, and other preemptive rights

Land Conservation

We have experience in representing nonprofit land conservancy and land trust clients in land conservation transactions. Our representation has included the negotiation and preparation of transaction documents; negotiation with private landowners and federal, state and local governmental agencies; compliance with federal and state governmental regulations relating to exchange and acquisition transactions; analysis and resolution of title and environmental issues; and coordination of multi-party, multi-escrow closings.

Land Use

  • Sustainability and climate change regulations
  • Subdivision Map Act in summary
  • Aesthetic regulation and design review
  • Compliance with wetlands and endangered species laws
  • Adopting and amending general plans and specific plans
  • Zoning, variances, and conditional use permits
  • Growth management and smart growth
  • Affordable housing and density bonuses
  • Takings, exactions, and vested rights


We represent tenants, landlords and property managers in all types of leases, including medical office leases, single tenant and multi-tenant office leases, shopping center leases, warehouse leases, ground leases, and agricultural leases. Our services include preparing letters of intent and acting as a liaison with leasing brokers; drafting and negotiation of leases and related documents; assistance in due diligence and analysis of leased properties; preparation of form leases for use by office and shopping center landlords or managers; preparation of tenant improvement work letters; counseling in connection with estoppels, subordination agreements and lease amendments; and the negotiation and preparation of subleases.

Leasing: Drafting and Negotiating the Industrial Lease

  • Negotiating the lease and contract formation
  • Dealing with defaults
  • Bankruptcy and security deposits, letters of credit
  • Green leasing issues and standards
  • Negotiating tenant rights and restrictions
  • Landlord concessions
  • Premises and common area issues
  • Utilities and services, repairs and maintenance
  • New construction, additions, alterations

Leasing: Drafting and Negotiating the Office Lease

  • Negotiating the lease and contract formation
  • Dealing with defaults
  • Bankruptcy and security deposits, letters of credit
  • Green leasing issues and standards
  • Negotiating tenant rights and restrictions
  • Landlord concessions
  • Premises and common area issues
  • Utilities and services, repairs and maintenance
  • New construction, additions, alterations

Leasing: Drafting and Negotiating the Retail Lease

  • Negotiating tenant rights and restrictions
  • Operating expenses, cotenancy, exclusive rights, operating covenants, common areas, and other key retail issues
  • Security deposits and letters of credit
  • Construction of premises
  • Patriot Act representations and warranties
  • Guidance for “small shop” tenants through large national anchors
  • Shopping centers, power centers, regional centers, outlet centers, and lifestyle centers

Loan Modifications and workouts

We assist our borrower clients in planning and negotiating for loan modifications and workouts with their lenders. This includes considering the various options for resolution and the tax consequences of each.

Mortgages, Deeds of Trust, and Foreclosure

We routinely provide advice, counseling and preparation of documents with respect to each of the following:

  • Residential loan modifications
  • Underwater property strategies
  • Mid-construction workouts; special purpose entities
  • Enforcing secured loans against debtors in bankruptcy
  • New forms for commercial loan workouts
  • Broker and lender liability; predatory lending; Truth-in-Lending Act
  • Trustee sales (nonjudicial foreclosure);
  • Judicial foreclosure and deficiency judgment
  • One-action and antideficiency rules
  • Receiverships, rents, and leases
  • Debtor strategies;
  • Multiple security, obligations, and parties
  • Guarantor rights & duties
  • Tax aspects of  short sales, loan modification and foreclosures

Property Management

We have represented owners and management companies in the operation and management of real properties. Our services include the negotiation and drafting of management agreements; interpretation and enforcement of leases and CC&R’s;  and other day-to-day leasing and property management issues.

Real Property Exchanges (1031 Exchanges)

  • Review, analysis and drafting to comply with the requirements for Like-Kind Exchanges
  • Review and analysis of documents
  • Tax Consequences of Like-Kind Exchanges
  • Deferred Exchanges
  • “Reverse” and Construction Exchanges
  • Planning and Implementing the Real Estate Exchange
  • Special Issues in Exchanges Involving Partnerships and Corporations

 Subdivision Map Act and the Development Process

  • Determining which subdivisions are covered by the Map Act
  • Which map is required: Parcel maps versus final maps
  • Coordinating Map Act approvals with other land use authorizations
  • Using vesting tentative map to acquire vested rights to develop
  • Local government service and facility districts

Title Insurance

  • Structure and coverage of title insurance policy forms
  • Owner’s & lender’s policies and endorsements

You can reach us by calling our Visalia office at (559) 733-8505

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Our Office
  • Visalia Office
    3130 W. Main Street
    Suite F
    Visalia, California 93291
    Phone: 559-733-8505
    Fax: 559-627-6785