Business Case Study
Rackemann, Sawyer & Brewster was founded more than a century ago as a real estate firm. Today our lawyers provide a full range of transactional services in the areas of real estate finance, acquisition and development, leasing, and title and conveyancing. We facilitate transactions involving commercial, industrial, multi-family residential and mixed use properties, and provide all the related services necessary for successful completion of the deal:
- Parcel assembly (including air rights development)
- Permitting matters
- Partnership formation and related tax planning
- Construction and permanent financing
- Loan restructuring, mortgage foreclosure, bankruptcies and workouts
- Dispute resolution.
Lawyers and Clients
We serve our real estate clients using a team approach that allows our lawyers to share their substantive experience in the most cost-effective manner. Serving on our team are two former presidents of the Real Estate Bar Association for Massachusetts, and team members have worked on real estate transactions statewide. With such high-profile experience, our firm can undertake even the most complex real estate matters. For example, we represent a major Massachusetts-based defense contractor in the acquisition and disposition of its real estate holdings, and serve as counsel for a national telecommunications company in connection with the leasing, acquisition and sale of real estate throughout New England. Our lawyers have also worked with all major Massachusetts title insurance companies, as well as educational institutions (including several local universities), financial services companies, governmental entities, developers and real estate services companies.
Real Estate Finance
We represent both lenders and borrowers in all forms of commercial mortgage lending, including both short-term construction loans and long-term permanent financing. Our lawyers represent borrowers in financing the acquisition or development of property, or the refinancing of existing projects, using both conventional lending techniques and conduit and securitized financing arrangements, as well as bond financing. We also handle complex transactional structures, such as representing real estate developers in the syndication of real estate partnerships and tax-deferred like kind exchanges. The firm also has experience providing guidance on financing of affordable housing projects. When necessary, we represent our clients in loan workouts and restructurings, foreclosures and asset recoveries.
Acquisition and Development
Our real estate lawyers work in close collaboration with colleagues in the firm’s environmental practice to secure all permits and approvals required for development projects, and with the firm's business lawyers in structuring entities for the acquisition, development and operation of real estate holdings to best address liability and tax issues. In acting as permitting counsel during the development process, our lawyers represent clients in meetings and hearings before federal, state and municipal boards, agencies, and officials. We facilitate transactions by negotiating and drafting contracts, easements and settlement agreements, and handling all environmental oversight and due diligence.
Rackemann’s development clients include traditional private developers of retail, office, industrial, research and development, and multi-family residential projects. In addition, we provide management and development counsel to non-traditional development entities, including national corporations developing facilities for their own use, hospitals, universities and similar institutional clients expanding their campus facilities, and governmental agencies and authorities. Significant examples of our work on behalf of clients include representing:
- A national shopping mall developer in the acquisition, re-development and expansion of an existing retail shopping mall in a suburb west of Boston, including successful guidance of the client through the local, state and federal land use permitting process
- A large out-of-state residential apartment developer in connection with the development of a 400-unit apartment complex that overlapped municipal boundaries, and on a large mixed-use development north of Boston containing over 2,500 housing units, with associated retail, restaurant and hotel uses
- An existing manufacturer in acquiring and developing a facility at the former military base in Devens, Massachusetts, and a startup manufacturer in the acquisition of a manufacturing facility in Worcester, Massachusetts
- Several Massachusetts-based developers in connection with age-restricted projects ranging from 22 units to 118 units and single-family subdivisions containing between 8 and 50 lots
- A non-profit organization in its negotiation of architectural and construction contracts for the renovation of historic property in the Back Bay of Boston, Massachusetts
- Various lending institutions in the disposition of their real estate portfolios
- A realty trust in assessing property contamination, defending against numerous allegations and investigations, and ultimately turning its property into a residential development
- Developers in the acquisition, financing and disposition of single and multifamily rental and condominium properties, luxury apartments and hotels
- Non-profit entities in the acquisition, financing, development and disposition of their real estate assets.
Our real estate attorneys are involved in leasing activities, both as an adjunct to their work in the development and lending areas and as an independent practice focus. We represent both landlords and tenants in all types of commercial real estate leasing, including leases of space within buildings and leases of entire buildings for office, industrial, research and development, and retail operations. We are also experienced in ground lease development projects, including the development of residential and commercial condominium projects and construction of facilities on so-called “air rights” parcels. Among other projects, Rackemann has represented:
- A Washington, DC-based retailer in negotiating its lease for its Boston flagship location
- Landlords in the development, negotiation and documentation of leases for shopping centers, office buildings and industrial parks, including air rights leases
- A regional automotive service and tire sales company in the acquisition, financing, development and leasing of tire sales service centers
- A transportation based real estate advisory company in the negotiation of easements, telecommunications contracts and leases for air rights development
- A large telecommunications provider in a lease dispute with its landlord over an alleged lease discrepancy, winning a judgment that was upheld on appeal and successfully collected.
Title and Conveyancing
Our lawyers have at their disposal both an extensive library of title abstracts for properties throughout Massachusetts dating back to the firm's founding and an in-house staff of experienced title examiners. Another key aspect of our practice is the working relationships we have with all major title insurance companies in the Boston area. In addition to undertaking title examinations and securing title insurance in connection with acquisitions, development and financing, our real estate lawyers work closely with colleagues in the firm’s environmental and litigation practices on hazardous waste contamination matters and title insurance litigation.
Members of our firm have extensive litigation experience representing clients (from individuals to Fortune 500 companies) who own, buy, sell and develop real estate, in matters that include:
- Defense of permits for residential and commercial development
- Appeals of permit denials
- Disputes involving the validity and enforceability of zoning by-laws
- Damages claims based on trespass, nuisance and other property-related torts
- Disputes over offers to purchase, purchase and sale agreements, options and restrictive covenants
- Disputes arising out of commercial leases
- Adverse possession and prescriptive easement claims
- Real estate title disputes
Our real estate litigation practice focuses on the Massachusetts Land Court, where we have handled over 100 cases. In a recent example, a partner defended a developer of affordable housing against the claims of a large, sophisticated abutters’ group attempting to stop the client’s proposed project in western Massachusetts. After a four-day trial, the court rejected all of the abutters’ challenges and upheld the project’s comprehensive permit. The abutters’ appeal of that decision was heard by the Massachusetts Supreme Judicial Court, and the project's permit was upheld in that appeal by the Commonwealth's highest court. In other recent litigation successes, we persuaded courts to vacate the disapproval of work for a subdivision under a local wetlands protection ordinance, declare invalid a moratorium on building piers, and nullify the disapproval of proposed work under the Scenic Roads Act.
For more than three decades, Rackemann, Sawyer & Brewster has helped commercial, industrial, governmental and individual clients deal with the complex, interrelated and frequently changing mix of state and federal environmental laws. We provide practical, business-focused guidance on a full range of environmental concerns, such as permitting, compliance and enforcement proceedings, environmental impact reviews, and compliance audits. Our practice has particular strength in three highly specialized permitting areas:
- Waterfront development, including wetlands and tidelands permitting under Massachusetts General Laws (MGL) Chapter 91
- Assessment and remediation of hazardous waste under MGL Chapter 21E
- Municipal zoning, permitting and approval of residential and commercial development projects.
Our lawyers played a key role in formulating and drafting of many of the Commonwealth's environmental regulatory programs, including, among others, the MEPA regulations, the Chapter 91 tidelands and waterways regulations, the highway access permit guidelines, the air pollution control regulations, and the new regulations implementing the Rivers Protection Act. This in-depth understanding of the intent and the application of environmental statutes enables us to develop creative and effective compliance solutions.
Reflecting the breadth of our environmental practice, we advise major private and public sector clients across a wide range of business focuses. Among our significant representations are:
- Leading financial services firms, such as Boston Safe Deposit & Trust Company and John Hancock Mutual Life Insurance Company
- Major corporations, including Raytheon Company and National Amusements, Inc.
- Such developers as First Winthrop Corporation and Oxbow Realty Services, Inc.
- Non-profit organizations like Harvard University and Massachusetts Institute of Technology
- Public sector clients, ranging from Massachusetts Bay Transportation Authority to The United States Postal Service.
For nearly a century, Rackemann has taken a leading role in developing Massachusetts tidelands law. We handled our first tidelands case in 1909, and subsequently played a key role in drafting the Chapter 91 tidelands and wetlands permitting statutes. Our lawyers have helped waterfront property owners resolve Chapter 91 issues concerning the Charleston Navy Yard, Commercial Wharf, Constitution Wharf, Lincoln Wharf, Long Wharf, and various Massachusetts Port Authority and City of Boston properties. We have also provided Chapter 91 permitting help to property developer First Winthrop Corporation and its Nantucket Boat Basis Marina, one of the company’s 75 Nantucket properties.
Hazardous Waste Cleanup
Our lawyers are intimately familiar with the intricacies of Federal and state laws and regulations governing oil and hazardous material contamination, including the storage, treatment, and disposal of hazardous substances and the cleanup of hazardous waste sites. We have helped a number clients obtain simplified approval of cleanup during construction on major urban projects, through application of MGL Chapter 21E (the Massachusetts Oil and Hazardous Material Release Prevention and Response Act). Rackemann has provided successful 21E advice and counsel to the Commonwealth of Massachusetts on the Central Artery Tunnel Project and to over 100 other projects throughout the state.
Our experience assisting clients with hazardous waste cleanup issues also encompasses:
- Advising parties on contaminated site actions, including leaking underground storage tanks, asbestos and other hazardous materials
- Participation in landowner settlement negotiations with the Environmental Protection Administration, the Commonwealth, and other Potentially Responsible Parties in Superfund matters such as the Industri-plex (Woburn) Federal Superfund case
- Advising insurers on the administration, negotiation and settlement of hazardous waste contamination claims under federal and state superfund laws (including at sites in Massachusetts, New Hampshire, Rhode Island and New Jersey sites
- Helping institutional lenders develop formal policies to assess hazardous waste and asbestos risks in the underwriting of commercial real estate transactions.
Real estate law has been a foundation of our firm for over a century, which means we have extensive experience representing landowners seeking zoning, wetlands, subdivision and other municipal permits required for the development of retail shopping facilities, urban and suburban office buildings, movie theaters and residential developments. Because we maintain an extensive library of municipal bylaws and ordinances, dating back to the original adoption of municipal zoning in the 1920s and updated to the present, our lawyers have the resources to analyze even the most complex land use issues and secure the necessary approvals. That includes such issues as historic preservation, subdivision approvals, and environmental impact reviews (including review under federal and state law for the Logan Airport Modernization Program). Among other development projects that we have helped reach completion are:
- For client John M. Corcoran Company, development of a 250-unit apartment building adjacent to Revere Beach Parkway in Chelsea. Rackeman secured city zoning permits and a MEPA Phase I environmental impact waiver, and handled site plan review and other special permitting issues.
- For client Old Colony Maritime, redevelopment of a former manufacturing site into a mixed use property with townhouses, commercial properties and a publicly accessible park. Rackeman handled local zoning, state and local wetlands matters, and Chapter 91 permitting.
- For client Milton Landing LLC, we resolved zoning issues in connection with the redevelopment of a former warehouse site in Milton into a mixed residential condominium and commercial project.
- For fruit and vegetable wholesaling client A. Russo & Sons, Inc. of Watertown, we have handled permitting and development issues that enable the company to quadruple the size of its retail operations.
- For client Massachusetts Institute of Technology, we advised the Real Estate Department on zoning and environmental matters in connection with the acquisition and development of properties in Cambridge and other communities.
Other Environmental Permitting
We provide a variety of private and public sector clients with strategic legal analysis of permit and approval requirements regarding stormwater discharge, sewers, highway traffic, the Clean Air and Clean Water Acts, the Massachusetts Endangered Species Act and the Massachusetts Environmental Policy Act. Representative projects that we have facilitated include marinas and related waterfront developments, mixed use (retail, office and housing) development projects, multifamily housing, affordable housing (40B) projects, retail stores, warehouses, office buildings, university athletic facilities and landfills.
- Advising landowners in connection with the issuance of DEP groundwater discharge permits
- Obtaining individual National Pollutant Discharge Elimination System (NPDES) permits from the EPA and the Massachusetts DEP
- Securing Final Orders of Conditions under the Massachusetts Wetlands Protection Act
- Counseling First Winthrop Corporation on Clean Air Act matters in connection with the operation of the only oil tank farm on Nantucket.
- Winning approval of over 400 40(B) apartment units in a project that overlapped municipal boundaries.
Our lawyers represent business and property owners in connection with administrative enforcement proceedings brought by the Massachusetts Department of Environmental
Protection for alleged violations of environmental law. Our environmental litigation practice includes particularly broad experience in insurance coverage lawsuits concerning environmental claims. Members of our firm have participated in cases presenting a number of issues of first impression in this area, which have resulted in significant developments in Massachusetts law.
Rackemann Strategic Consulting
To complement our firm’s environmental law capabilities, we formed Rackemann Strategic Consulting, Inc. This corporate subsidiary brings together professional engineers and planning experts who provide our clients with strategic advice, environmental, planning and development counsel, and environmental litigation support services. Two particular focuses of our subsidiary’s work are the creation of environmental review and permitting strategies for real estate development, and the analysis of hazardous waste disposal and remediation proposals in connection with new construction and other real estate development activities.