Legal Question in Real Estate Law in New York

Re: Formal Bid on Commercial Property

If you are not dealing with the seller "one on one," oftentimes the seller would define on what terms and conditions bids may be submitted, but if nothing was stated, you are free to fashion your bid as you like.

There are various considerations at play here:

* if various parts of real estate and business are sold separately and you want all or some of them, you ought to condition your bid accordingly

* if the sale is not structured in any formal way (auction, sealed bids, etc.), you may want to reserve rights with respect to successive bids

* there may be tax considerations for you as buyer to take into account in valuation and form of purchase

* there are probably corporate law issues to consider as well as far as how you would take title to the purchased assets and successor liability are concerned

* if you cannot deal with the seller by means of a privately negotiated transaction and have to bid before all terms of the purchase agreement are agreed upon, you would need to reserve the exit right in the event you and the seller fail to agree on the terms of the final contract. This is especially important if you plan to finance the purchase price or expect significant warranties from the seller as to the title and condition of the properties.

These are just some of the examples of the issues to keep in mind before bidding and the entire list cannot be developed without reviewing all the relevant facts. If you need counsel for this transaction, feel free to contact me for a fee quote.