Buying or leasing commercial property in Columbia: what to have a lawyer read first

A storefront downtown, a shop on the edge of town, a small office building, a piece of ground you hope to build on. Commercial property deals in Columbia feel exciting on the first walkthrough and dry on the page. The page is where the money is decided. This is a general guide to what is worth having a lawyer read before you sign.

The contract or lease itself

Whatever was said in a handshake or a friendly email either lands in the document or disappears. A lawyer reads for the things that never show up in the pitch. If you are buying, the points that deserve attention include:

• The price, the deposit, and what happens to the deposit if the deal falls through.
• Contingencies that let you walk away, such as financing, inspections, or a satisfactory review of the property's records.
• The closing date, and what happens if either side misses it.
• What is included in the sale: equipment, fixtures, signs, parking, rights of way.
• What the seller promises about the property's condition, and what you are accepting as is.
• Who pays which costs at closing.

If you are leasing, a different set of terms carries the weight:

• The length of the term, and whether you have an option to renew and on what terms.
• The rent, and how it can go up over time.
• Which costs sit on top of base rent: taxes, insurance, repairs, shared areas.
• What use of the space is allowed, and whether the landlord can limit competing tenants nearby.
• Who pays for improvements, and what must be restored when you leave.
• What happens if you want to leave early, sublet, or sell your business.
• Whether you are asked to sign a personal guarantee.

Title and what you are really getting

When you buy, you want to know that the seller owns what they are selling and that nothing is attached to it that you did not expect. A title search looks at the record of ownership: liens, easements, unpaid taxes, and old claims. A survey shows the boundaries and whether a neighbor's fence, a drive, or a utility line sits where you think it does. Many buyers also purchase title insurance. Ask what it covers and what it leaves out.

Leasing has its own version of this. A tenant should ask whether the landlord actually owns the building, whether a lender holds a mortgage on it, and what happens to your lease if the property is sold or foreclosed. These are questions a lawyer can help you put in writing before you move in.

Zoning and permitted use

Whether a building can be used as a restaurant, a clinic, a shop, or a workshop is decided by local rules, not by the listing. Signage, parking, and hours can be governed too. Check before you commit, and where you can, make the deal depend on getting the approvals you need. A lease for a space you are not allowed to use is a bad lease no matter how good the rent looks.

Who signs: the entity question

Before you sign, decide who the buyer or tenant will be. Many owners form a company to hold the property or run the business. That choice can affect personal liability, taxes, financing, and what happens if partners disagree. Lenders and landlords sometimes ask for personal guarantees that undo some of the protection a company offers, so it is worth knowing exactly what you are agreeing to.

If you have partners, settle the arrangement among yourselves in writing too: who contributes what, who decides, and how someone exits. Skip Walther's practice at Walther, Antel & Stamper includes corporations and contracts as well as real estate law, so the entity and the deal can be looked at together.

Questions to bring to your lawyer

• Which parts of this document are standard, and which favor the other side?
• What am I responsible for if the business does not work out?
• What approvals or inspections should I make the deal depend on?
• Should I sign as myself or through a company?
• What happens if the other party does not do what the document says?
• What should I ask for that is not in the draft yet?

Ask before you sign

Timing matters. A lawyer asked to review a signed contract can mostly explain what you agreed to. A lawyer asked before you sign can still change it. Letters of intent, term sheets, and even emails can carry weight, so bring them along too. Missouri has its own rules about real estate contracts and commercial leases. Ask how they apply to your deal instead of assuming a form you found online will cover it.

For questions about a commercial purchase, a lease, or a business entity, call Skip Walther's office at Walther, Antel & Stamper at (573) 442-2454, Monday through Friday. Reading this article does not create an attorney-client relationship.