Restaurant and Retail

Our attorneys have substantial experience in purchasing and selling restaurants, bars and similar businesses, including structuring purchase and sale transactions in an asset, stock, or membership interest sale, performing due diligence, addressing issues surrounding lease assignment, security for the deferred portion of the purchase price, and closing contingencies. We counsel our clients on required licenses and permits (including a liquor license) and related contingencies, transferee liability, critical seller representations and warranties, adjustments to price, indemnification, and closing issues.

Our attorneys have substantial experience in drafting and negotiating restaurant leases for landlords and tenants which present unique issues including the high cost of operating a restaurant business and tenant improvements, the impact of a restaurant tenant on other tenants in a center, franchise affiliations, and high maintenance equipment. We counsel our clients on issues surrounding security deposits, guarantees, and letters of credit, and the capitalization and franchise structure of a restaurant tenant. We address common lease issues including permitted and exclusive uses in a center, co-tenancy and right to go dark, operating expenses, termination provisions, parking, options to renew, insurance, and mutual waivers of subrogation.

Represented the owner in a mixed-use development in Nantucket, Massachusetts consisting of a restaurant, apartments and employee housing. The owner preserved an historic restaurant, designed new uses within the restaurant space including an upscale whisky bar, a beach menu kitchen and bar, and a beer garden, provided employee housing serving the restaurant, and designed market rate residential units. The project included the preparation and negotiation of a master lease, subleases, license agreements and related documents with a focus on preserving the character of the historic nature of the restaurant, and compliance with the Town of Nantucket zoning and regulations regarding employee housing regulations.

Represented a restaurant group, an operator of several successful restaurants, in the purchase of business assets from two adjacent restaurant owners in the South Boston area of Boston, Massachusetts and the combination of those spaces into one restaurant. The project included negotiation of the asset purchase agreements, lease agreement, transfer of a liquor license and handling closing matters.

Represented the owner of a well-known bar and restaurant in Somerville, Massachusetts with the sale of the restaurant assets and real estate. This project included negotiation of an asset purchase agreement, intellectual property agreement, real estate purchase and sale agreement, an estoppel and an SNDA from an existing tenant, the transfer of the liquor license and handling closing matters.

Represented the owner of a restaurant in the East Boston area of Boston, Massachusetts with the sale of the restaurant assets. This project included negotiation of an asset purchase agreement, the assignment of lease with the landlord, the transfer of the liquor license, and handling closing matters.

Represented the buyer of a restaurant in the Brookline, Massachusetts with the purchase of the restaurant assets. This project included negotiation of an asset purchase agreement, the assignment of lease with the landlord, the transfer of the liquor license, and handling closing matters.

Represented a restaurant group in the organization of the managing parent limited liability company and its wholly owned subsidiary limited liability companies, structured to operate restaurants in Nantucket, Massachusetts and Palm Beach, Florida.

Represented the owner of a 129-room waterfront resort on 4.5 acres in Provincetown, Massachusetts in a refinance transaction with a regional lender.