Real Estate Transactions in Virginia

Real Estate Transactions in Virginia
Publication Date: 2015
Electronic Forms: 88
Available Formats: Print (1,723 pages, softcover, 2 volumes)
  Electronic (searchable PDF via flash drive, CD, or immediate download)
  Both Print and Electronic formats
Product #: 880

Information

Content Highlights:
  • Residential Real Estate Contracts
  • Commercial Real Estate Contracts
  • Mechanics’ Liens
  • Survey Basics
  • Forms of Holding Title
  • The Deed
  • Residential Financing
  • Title Examinations and Insurance
  • Commercial Loan Documentation
  • Residential Closings
  • The Uniform Commercial Code
  • Opinion Letters
  • Like-Kind Exchanges Under I.R.C. § 1031
  • Planning and Zoning
  • Real Estate Brokerage Law
  • Condominiums and Property Owners’ Associations
  • Foreign Owners of Real Estate in Virginia

"This book is important because it provides both experienced and inexperienced real estate attorneys with current law and practice pointers. It also serves as a convenient reference book for those basic points of Virginia real property law that we learned in law school and think we recall correctly, but are not certain. Forms also add to its usefulness."

- Neil S. Kessler and Paul H. Melnick, editors

From the moment a client arrives seeking your advice and assistance to negotiate a purchase contract through the day the sale closes, this two-volume handbook presents a comprehensive treatment of the opportunities and challenges that must be considered to bring the transaction to a successful conclusion. It includes literally thousands of references to state and federal statutes, rules, regulations, and case law. Plus, checklists, practical expert advice, and suggestions or forms for almost any contingency.

This new edition is current through the 2015 session of the General Assembly. Its many updates include:

  • New information concerning transfer on death deeds
  • Commentary on how Virginia law will currently adapt to the same sex marriage ruling
  • A new chapter on foreign owners of real estate in Virginia
  • Updates to the Virginia Code references

New Multi-Book Discount. Buy ANY 2 books and save 20%, 3 books and save 30%, 4 or more and save 40%. Use coupon code BUYMORE.
Government Attorney? Receive a 30% discount on publications, and a 50% discount on most seminars.
New Virginia Lawyer? (less than three years) Receive a 25% discount on publications and most seminars.


You may also be interested in:


Eminent Domain Law in Virginia

Virginia Construction Law Deskbook

Virginia Civil Practice Forms

Virginia Law and Practice: A Handbook for Attorneys

The Virginia Lawyer: A Deskbook for Practitioners
 

 

Table of Contents

CHAPTER LIST

1. Ethical Considerations

2. Residential Real Estate Contracts

3. Commercial Real Estate Contracts

4. Mechanics’ Liens

5. Title Examinations

6. Title Insurance

7. Survey Basics

8. Forms Of Holding Title

9. The Deed

10. Residential Financing

11. Commercial Loan Documentation

12. Residential Closings

13. The Uniform Commercial Code

14. Opinion Letters In Real Estate Transactions

15. Like-Kind Exchanges Under I.R.C. § 1031

16. Planning And Zoning

17. Real Estate Brokerage Law

18. Condominiums And Property Owners’ Associations

19. Foreign Owners of Real Estate in Virginia


CHAPTER 1: ETHICAL CONSIDERATIONS   (back to top)

1.1 INTRODUCTION

1.2 ACQUIRING CLIENTS
    1.201 Communications
    1.202 Explaining and Advertising Fees
    1.203 “Specializing” in Real Estate
    1.204 Referrals
    1.205 Publicity
    1.206 “Everybody’s Doing It” Rationale
    1.207 Best Method for Long-Term Growth
    
1.3 OFFICE-SHARING

1.4 WHO IS THE “CLIENT”?
    1.401 In General
    1.402 Implied Attorney-Client Relationships
    1.403 Nonclients and Third-Party Beneficiaries
    
1.5 FEES
    1.501 Legal Fees
    1.502 Nonlegal Fees
    
1.6 STANDARD OF CARE GENERALLY
    1.601 Duties and Warranties
    1.602 What “Everybody’s Doing”
    1.603 Statutes of Limitations for Malpractice and Disciplinary Complaints

1.7 FIDUCIARY STANDARD OF CARE
    1.701 Undiluted-Loyalty Duties and Warranties
    1.702 Disclosure Duties and Nondisclosures
    1.703 Per Se Disqualifying Interests
    1.704 Interests of Lawyer, Colleague, Relative, or Spouse
    1.705 Interests of Other or Former Clients
    1.706 Funds and Property of Clients
    1.707 Funds and Property of Nonclients
    1.708 Disbursement Standards
    1.709 Trust Account: Bank’s Required Agreement with Virginia State Bar
    1.710 Interest on Funds in Trust
    1.711 Limiting Liabilities, Duties, or Warranties
    1.712 Powers of Attorney
    1.713 Confidences and Secrets

1.8 LEGAL STANDARD OF CARE
    1.801 In General
    1.802 Implied Attorney-Client Relationship
    1.803 Duties and Warranties to Nonclients
    1.804 Limiting Liability, Duties, or Warranties
    1.805 Negligence

1.9 COMMUNICATING WITH THE CLIENT

1.10 REAL ESTATE SALES CONTRACTS
    1.1001 Advice and Counsel
    1.1002 Non-Lawyer Preparing Contract or Furnishing Advice

1.11 LEGAL DOCUMENTS GENERALLY

1.12 TITLE SEARCH AND OPINION
    1.1201 Implied Title Search Duties and Implied Title Opinions
    1.1202 Negligent Title Search
    1.1203 Clerk’s Records, Abstracts, and Indexing Errors
    1.1204 Limitations and Disclaimers

1.13 TITLE INSURANCE
    1.1301 Title Opinions Versus Title Insurance
    1.1302 Reliance on Abstracts and Files of Title Insurance Companies
    1.1303 Failure to Inform Client of Availability of Title Insurance
    1.1304 Failure to Obtain Title Insurance
    1.1305 Unreasonable Delay in Disbursing Title Insurance Premiums
    1.1306 Lawyer as Agent of Title Insurance Company
    1.1307 Proprietary Interest in Title Insurance Company
    1.1308 Title Insurance Company Issuing Binder or Policy Directly to Non-Lawyer
    1.1309 Legal Opinion and Advice by Title Insurance Company
    1.1310 Insuring Closings by “Approved Attorneys”
    1.1311 Approved Attorney’s Duties to Title Insurance Company
    1.1312 Title Insurance Premiums and Legal Fees
    1.1313 Mechanics’ and Materialmen’s Lien Agent
    1.1314 Legal Services Provided by Lawyer Employed by Title Insurance Company

1.14 MECHANICS’ AND MATERIALMEN’S LIENS

1.15 FUNDS AND PROPERTY

1.16 ESCROW AGREEMENTS

1.17 CLOSINGS
    1.1701 Who Is the Client: Lender, Borrower, or Seller?
    1.1702 Deeds
    1.1703 Deeds of Trust
    1.1704 Recordation
    1.1705 Disbursements
    1.1706 Settlement
    1.1707 Satisfaction and Release

1.18 REAL ESTATE AGENTS
    1.1801 Referrals from Real Estate Agents
    1.1802 Preparing Contracts
    1.1803 Preparing Deeds and Deeds of Trust
    1.1804 Giving Legal Advice
    1.1805 Sales Commissions
    1.1806 Purchaser’s Lawyer Representing Agent Against Seller
    1.1807 Interests of Lawyer, Spouse, or Law Firm in Real Estate Agency
    1.1808 Dual Practice as Real Estate Agent and Lawyer

1.19 PURCHASERS AND BORROWERS
    1.1901 Referrals from Interested Parties
    1.1902 Second Deeds of Trust by Borrowers
    1.1903 Multiple Representation of Purchaser-Borrower, Lender, or Seller
    1.1904 Misindexed Prior Deeds of Trust

1.20 LENDERS
    1.2001 Referrals from Lenders
    1.2002 Counsel for Lender or Loan Officer as Trustee on Deed of Trust
    1.2003 Preparing Deeds and Deeds of Trust
    1.2004 Giving Legal Advice
    1.2005 Lawyer Representing Lender and Borrower or Seller
    1.2006 Construction Loans
    1.2007 Lenders’ Loan-Closing Instructions
    
1.21 SELLERS, CONTRACTORS, AND DEVELOPERS
    1.2101 Referrals from Seller, Contractor, or Developer
    1.2102 Counsel for Purchaser-Borrower as Trustee on Second Deed of Trust
    1.2103 Representing Developer-Seller and Purchaser

1.22 IRS FORM 1099-S

1.23 TRUSTEES
    1.2301 Counsel to Only One Party Serving as Trustee
    1.2302 Attorney Loan Officer Serving as Trustee
    1.2303 Counsel to Multiple Parties Serving as Trustee
    1.2304 Disqualification of Trustee
    1.2305 Deed Preparation by Lay Trustee
    1.2306 Residential Foreclosure Services by Lay Trustee

1.24 DEFAULT
    1.2401 Purchase by Settlement Attorney upon Default by Purchaser
    1.2402 Representing One or More Parties in Dispute Arising Before or After Settlement
    1.2403 Specific Performance
    
1.25 UNAUTHORIZED PRACTICE OF LAW
    1.2501 In General
    1.2502 Matters Not Constituting Unauthorized Practice of Law
    1.2503 Out-of-State Settlement by Non-Virginia Lawyer
    1.2504 Delegation to Legal Assistants and Paralegals
    1.2505 Non-Lawyers
    1.2506 Non-Lawyer Settlement Services
    1.2507 Suspended or Disbarred Attorneys

1.26 ATTORNEYS AS SETTLEMENT AGENTS IN CONSUMER TRANSACTIONS; VIRGINIA STATE BAR DISCIPLINARY ACTIONS
    1.2601 Registration as Settlement Agent
    1.2602 Definition of Settlement Agent
    1.2603 Transactions to Which Chapter 27.3 Applies
    1.2604 Disclosure Requirements
    1.2605 Disciplinary Actions Against Attorney Settlement Agents
    1.2606 Examples of Disciplinary Actions Against Lawyers

APPENDIX 1-1 DISCLAIMING REPRESENTATION OF LENDER

APPENDIX 1-2 DISCLAIMING REPRESENTATION OF BORROWER-PURCHASER AND SELLER

APPENDIX 1-3 DISCLAIMING REPRESENTATION OF SELLER

APPENDIX 1-4 MULTIPLE CLIENTS DISCLOSURE CONSENT CONFIRMATION

APPENDIX 1-5 ELIMINATING OR LIMITING TITLE-SEARCH DUTIES AND OPINION

APPENDIX 1-6 DISCLOSURE OF LAWYER’S PROPRIETARY INTEREST IN TITLE COMPANY AND CLIENTS’ CONSENT

CHAPTER 2: RESIDENTIAL REAL ESTATE CONTRACTS

2.1 INTRODUCTION

2.2 PARTIES
    2.201 In General
    2.202 Status of Title
    2.203 Capacity

2.3 PROPERTY DESCRIPTION
    2.301 In General
    2.302 Appurtenances and Improvements

2.4 PERSONAL PROPERTY
    2.401 In General
    2.402 Schedule of Personal Property

2.5 CONSIDERATION
    2.501 In General
    2.502 Note and Deed of Trust
    2.503 Side Agreements
    2.504 Assumption Clauses

2.6 CONTRACT CONDITIONS
    2.601 Financing
    2.602 Sale of Purchaser’s Home
    2.603 Delivery Date of New Construction
    2.604 Zoning and Development Issues
    2.605 Mandatory Disclosures, Inspection Clauses, and New Home Warranties
    2.606 Conditions of Title
    2.607 Mechanics’ Liens
    2.608 Environmental Considerations
    2.609 Implied Conditions of Good Faith
    2.610 Option to Purchase

2.7 PRORATIONS

2.8 SETTLEMENT AND POSSESSION

2.9 RISK OF LOSS AND CONDITION OF PROPERTY

2.10 REAL ESTATE AGENT’S COMMISSION

2.11 ASSIGNMENT

2.12 REPRESENTATIONS AND WARRANTIES
    2.1201 Residential Property Disclosure Act
    2.1202 Seller’s Clauses
    2.1203 Implied Warranties on New Homes
    2.1204 Lead-Based Paint Disclosure

2.13 ARBITRATION

2.14 DEFAULT

2.15 MISCELLANEOUS PROVISIONS
    2.1501 Choice of Law and Forum Selection
    2.1502 Binding Effect
    2.1503 Entire Agreement; Modification
    2.1504 Execution
    2.1505 Acceptance
    2.1506 Material Breach, Time Is of the Essence, Specific Performance, and the Interstate Land Sale Act

2.16 SIGNATURES, NOTARIALS, AND RECORDATION OF CONTRACT

2.17 SPECIAL CONSIDERATIONS FOR PURCHASERS
    2.1701 Right of First Refusal or Option to Purchase
    2.1702 Real Estate Agent’s Role
    2.1703 Virginia Property Owners’ Association Act
    2.1704 Virginia Condominium Act
    2.1705 Duties of Real Estate Brokers and Salespersons
    2.1706 Statutory Settlement Protection

APPENDIX 2-1 RESIDENTIAL CONTRACT OF PURCHASE—VBA FORM

APPENDIX 2-2 RESIDENTIAL SALES CONTRACT—NVAR FORM

APPENDIX 2-3 PROMISSORY NOTE

APPENDIX 2-4 DEED OF TRUST

APPENDIX 2-5 TERMS OF PAYMENT

APPENDIX 2-6 CONSTRUCTION TERMS

APPENDIX 2-7 RESIDENTIAL PROPERTY DISCLOSURE STATEMENT

APPENDIX 2-8 LEASE AGREEMENT

APPENDIX 2-9 LEASE AGREEMENT

APPENDIX 2-10 LEAD-BASED PAINT DISCLOSURE FORM—LESSOR

APPENDIX 2-11 LEAD-BASED PAINT DISCLOSURE FORM—SELLER

CHAPTER 3: COMMERCIAL REAL ESTATE CONTRACTS

3.1 IN GENERAL

3.2 THE CLOSING MEMORANDUM

3.3 OPTIONS TO PURCHASE

3.4 PREPARATION OF THE AGREEMENT
    3.401 Recitals
    3.402 Property Description
    3.403 Purchase Price and Allocation
    3.404 Financing
    3.405 Conditions Precedent
    3.406 Study Period
    3.407 Inspections
    3.408 Leases and Tenants
    3.409 Deposit
    3.410 Title
    3.411 Possession; Payment of Taxes and Expenses
    3.412 Delivery of Existing Information by the Seller
    3.413 Seller’s Warranties and Representations
    3.414 Condemnation
    3.415 Notices
    3.416 Closing
    3.417 Survival of Claims
    3.418 Risk of Loss
    3.419 Commissions
    3.420 Default and Remedies
    3.421 Entire Agreement and Merger
    3.422 Assignment
    3.423 Counterparts and Signatures
    3.424 Construction of Agreement

3.5 CONCLUSION

APPENDIX 3-1 CLOSING MEMORANDUM

APPENDIX 3-2 OPTION AND LAND PURCHASE SALE AGREEMENT

APPENDIX 3-3 NOTICE OF EXERCISE OF OPTION

APPENDIX 3-4 BILL OF SALE

APPENDIX 3-5 ASSIGNMENT OF LICENSES, CONTRACTS, PERMITS, OR OTHER INSTRUMENTS

APPENDIX 3-6 ASSIGNMENT OF RENTS AND LEASES

APPENDIX 3-7 TENANT ESTOPPEL CERTIFICATE

APPENDIX 3-8 ASSIGNMENT OF SERVICE, MAINTENANCE, AND OTHER CONTRACTS

APPENDIX 3-9 FIRPTA AFFIDAVIT

APPENDIX 3-10 SELLER’S OFAC AFFIDAVIT

APPENDIX 3-11 PURCHASER’S OFAC AFFIDAVIT

APPENDIX 3-12 LAND PURCHASE AND SALE AGREEMENT

APPENDIX 3-13 BILL OF SALE

APPENDIX 3-14 ASSIGNMENT OF LICENSES, CONTRACTS, PERMITS, OR OTHER INSTRUMENTS

APPENDIX 3-15 ASSIGNMENT OF RENTS AND LEASES
ASSIGNMENT OF RENTS AND LEASES

APPENDIX 3-16 TENANT ESTOPPEL CERTIFICATE

APPENDIX 3-17 ASSIGNMENT OF SERVICE, MAINTENANCE, AND OTHER CONTRACTS

APPENDIX 3-18 FIRPTA AFFIDAVIT

APPENDIX 3-19 SELLER’S OFAC AFFIDAVIT

APPENDIX 3-20 PURCHASER’S OFAC AFFIDAVIT

CHAPTER 4: MECHANICS’ LIENS

4.1 IN GENERAL
    4.101 Statutory Creation
    4.102 Statutory Construction

4.2 WHO MAY CLAIM THE LIEN
    4.201 Identifying a Mechanic’s Lien Claimant
    4.202 Statement Declaring Intention to Claim the Benefit of a Lien Required
    4.203 Laborers and Suppliers
    4.204 Architects, Engineers, and Surveyors
    4.205 General Contractors and Subcontractors

4.3 PROPERTY SUBJECT TO THE LIEN
    4.301 In General
    4.302 Public Property
    4.303 Multiple Contracts, Lots, Units, or Buildings
    4.304 Utility and Paving Contractors
    4.305 Leased Property
    4.306 Condominiums
    4.307 Time-Share Property

4.4 PERFECTING THE LIEN
    4.401 The 90-Day Rule
    4.402 “Completed or Otherwise Terminated”
    4.403 Replacement Materials; Open Accounts
    4.404 Certification of Mailing

4.5 MECHANICS’ LIEN AGENTS
    4.501 In General
    4.502 Designating the Mechanics’ Lien Agent
    4.503 Posting the Building Permit
    4.504 Sufficiency of the Building Permit
    4.505 Notice Requirements
    4.506 Evidence of Receipt
    4.507 Inaccurate Description of the Property
    4.508 Time Period for Notice
    4.509 Notice After the 30-Day Period
    4.510 Determining Whether a Proper Building Permit Has Been Issued
    4.511 Amendment of Building Permit
    4.512 Exceptions to the Requirement to Notify the Mechanics’ Lien Agent

4.6 AFFIDAVIT VERIFYING PAYMENT FOR LABOR AND MATERIALS
    4.601 Purchaser to Be Provided Affidavit or Statement at Settlement
    4.602 Penalty for Failure to Provide

4.7 THE 150-DAY RULE
    4.701 Statutory Basis of Rule
    4.702 Cases Construing the Rule

4.8 STATUTORY FORMS FOR THE MEMORANDUM OF LIEN
    4.801 The Contractor’s Memorandum
    4.802 The Subcontractor’s Memorandum
    4.803 Statement Declaring Intention to Claim the Benefit of a Lien Required

4.9 DEFENSES
    4.901 Owner’s Priority
    4.902 Limitation on the Amount Claimed by Subcontractors and Sub-Subcontractors
    4.903 Licensure of Claimant

4.10 PERSONAL LIABILITY OF OWNER OR GENERAL CONTRACTOR
    4.1001 Remedy Created by Section 43-11 of the Virginia Code
    4.1002 Creation of Personal Liability of Owner and General Contractor
    4.1003 Priority of the Section 43-11 Claim
    4.1004 Owner’s Right to Setoff for Work Not Completed by General Contractor
    4.1005 Limitations on Owner’s or General Contractor’s Liability

4.11 ENFORCEMENT OF THE LIEN
    4.1101 Complaint
    4.1102 Intervening Petition by Other Lienholders
    4.1103 Parties
    4.1104 When the Suit Must Be Brought
    4.1105 Automatic Stay in Bankruptcy
    4.1106 Scope of Jurisdiction
    4.1107 Sale of the Property
    4.1108 Challenging the Validity of Lien
    4.1109 Court-Ordered Release
    4.1110 Diverting Funds
    
4.12 PRIORITY OF LIENS
    4.1201 In General
    4.1202 Priority over Deeds of Trust
    4.1203 Priority over Security Interest in Accounts Receivable
    4.1204 Priority Among Mechanics’ Liens
    4.1205 Removal of Materials Affixed to the Structure
    4.1206 Federal Liens

4.13 ALTERNATIVES TO MECHANICS’ LIENS
    4.1301 Civil Suit
    4.1302 Statutory Alternatives
    4.1303 Threat of Filing
    4.1304 Contract Provisions

4.14 MISCELLANEOUS CONSIDERATIONS
    4.1401 Assignment
    4.1402 Waiver
    4.1403 Slander of Title
    4.1404 Forfeiture
    4.1405 Release or Discharge
    4.1406 Attorney Fees

4.15 PRACTICAL EFFECTS OF FILING A LIEN
    4.1501 Effect on the Owner
    4.1502 Effect on the Claimant’s Business
    4.1503 Effect on the General Contractor
    4.1504 Effect on the Construction Lender
    4.1505 Effect on the Title Agency

APPENDIX 4-1 MEMORANDUM FOR MECHANIC’S LIEN CLAIMED BY GENERAL CONTRACTOR UNDER SECTION 43-4 OF THE VIRGINIA CODE

APPENDIX 4-2 MEMORANDUM FOR MECHANIC’S LIEN CLAIMED BY SUBCONTRACTOR UNDER SECTION 43-7 OF THE VIRGINIA CODE

APPENDIX 4-3 MEMORANDUM FOR MECHANIC’S LIEN CLAIMED BY SUB-SUBCONTRACTOR UNDER SECTION 43-9 OF THE VIRGINIA CODE

APPENDIX 4-4 COMPLAINT TO ASSERT CLAIM AGAINST BOND ON STATE BUILDING OR PROJECT

APPENDIX 4-5 DISCLOSURE STATEMENT FOR SITE DEVELOPMENT IMPROVEMENTS

APPENDIX 4-6 NOTICE TO MECHANICS’ LIEN AGENT PURSUANT TO SECTION 43-4.01 OF THE VIRGINIA CODE  

APPENDIX 4-7 OWNERS’ AFFIDAVIT AS TO MECHANICS’ LIENS AND POSSESSION

APPENDIX 4-8 COMPLAINT TO ENFORCE MECHANIC’S LIEN

APPENDIX 4-9 STATEMENT OF ACCOUNT

APPENDIX 4-10 PETITION TO BOND OFF LIEN UNDER SECTION 43-71 OF THE VIRGINIA CODE

APPENDIX 4-11 BOND TO BOND OFF LIEN UNDER SECTION 43-71 OF THE VIRGINIA CODE

APPENDIX 4-12 DECREE TO BOND OFF LIEN UNDER SECTION 43-71 OF THE VIRGINIA CODE

APPENDIX 4-13 ATTORNEY CHECKLIST FOR MECHANIC’S LIEN CASE

CHAPTER 5: TITLE EXAMINATIONS

5.1 INTRODUCTION

5.2 TYPE OF TITLE EVIDENCE REQUIRED

5.3 USE OF BACK TITLE INFORMATION

5.4 LENGTH OF SEARCH

5.5 PRIOR TITLE EVIDENCE

5.6 PRELIMINARY INFORMATION

5.7 INITIAL SOURCE OR “STARTER”

5.8 CREATING THE CHAIN OF TITLE
    5.801 Records to Be Examined
    5.802 Chain of Title
    5.803 Deeds
    5.804 Decedents’ Estates—Wills and Intestate Succession
    5.805 Chancery Suits
    5.806 Foreclosure Sales
    5.807 Tax Deeds

5.9 ADVERSING OWNERS IN THE CHAIN OF TITLE
    5.901 Grantor Index
    5.902 Judgments, Federal Liens, and Mechanics’ Liens
    5.903 Liens for Taxes and Special Assessments
    5.904 Financing Statements
    5.905 Certification Date
    5.906 Summary of Information

5.10 OBJECTIONS, EXCEPTIONS, AND DEFECTS IN TITLE
    5.1001 Deeds of Trust and Vendor’s Liens
    5.1002 Judgment Liens
    5.1003 Federal Tax Liens
    5.1004 Property Owners’ Association Liens
    5.1005 Financing Statements
    5.1006 Delinquent Real Estate Taxes and Special Assessments
    5.1007 Restrictions and Covenants
    5.1008 Condominiums
    5.1009 Easements
    5.1010 Surveys
    5.1011 Mechanics’ Liens
    5.1012 Decedents’ Estates
    5.1013 Subdivision Requirements

5.11 ZONING

5.12 PREPARING THE TITLE REPORT

5.13 INDEXING AND SAVING TITLE NOTES

5.14 REVIEWING THE TITLE INSURANCE COMMITMENT AND DOCUMENTS

5.15 ABSTRACT OF TITLE
    5.1501 Definition and Essential Elements
    5.1502 As Used in Virginia
    5.1503 Form and Content
    5.1504 Hybrid or Special Purpose Abstracts

5.16 CERTIFICATE OF TITLE
    5.1601 In General
    5.1602 To Whom Certified
    5.1603 Effective Date and Time
    5.1604 Scope of the Examination
    5.1605 Names of Current Owners
    5.1606 Estate and Tenancy of Record Owners
    5.1607 Property Description
    5.1608 Exceptions or Other Matters Affecting Title
    5.1609 Matters Not of Record

5.17 ATTORNEY LIABILITY FOR AN INACCURATE TITLE REPORT

APPENDIX 5-1 SAMPLE BACK TITLE LETTER

APPENDIX 5-2 COMMITMENT TO ISSUE A TITLE INSURANCE POLICY

APPENDIX 5-3 NOTICE OF AVAILABILITY OF OWNER’S TITLE INSURANCE FORM

APPENDIX 5-4 ABSTRACTING CHAIN INSTRUMENTS

APPENDIX 5-5 ALTERNATIVE FORMAT TO ABSTRACTING THE ENTIRE CHAIN

APPENDIX 5-6 ADVERSES FOR A CHAIN OF TITLE

APPENDIX 5-7 SELLER/OWNER AFFIDAVIT—RESIDENTIAL

APPENDIX 5-8 SELLER/OWNER AFFIDAVIT—COMMERCIAL

APPENDIX 5-9 MECHANICS’ LIEN WAIVER FORMS

APPENDIX 5-10 INDEMNITY AND ESCROW AGREEMENT FOR TESTATE ESTATES IN THE COMMONWEALTH OF VIRGINIA

APPENDIX 5-11 INDEMNITY AND ESCROW AGREEMENT FOR INTESTATE ESTATES IN THE COMMONWEALTH OF VIRGINIA

APPENDIX 5-12 BOND FORM—TESTATE

APPENDIX 5-13 BOND FORM—INTESTATE

APPENDIX 5-14 CHECKLIST FOR A TITLE EXAMINATION

APPENDIX 5-15 AMERICAN LAND TITLE ASSOCIATION (ALTA) APPLICATION FORM FOR RECORDED DOCUMENT CERTIFICATE

APPENDIX 5-16 SAMPLE CERTIFICATE OF TITLE

APPENDIX 5-17 PRELIMINARY TITLE REPORT

APPENDIX 5-18 ATTORNEY’S FINAL CERTIFICATE

CHAPTER 6: TITLE INSURANCE

6.1 DEFINITION

6.2 THE AMERICAN LAND TITLE ASSOCIATION TITLE POLICY
    6.201 In General
    6.202 Parts of the ALTA Policy Form

6.3 THE INSURING PROVISIONS
    6.301 In General
    6.302 The Owner’s Policy
    6.303 Covered Risks in the 2006 Owner’s Policy Form
    6.304 The Loan Policy
    6.305 Covered Risks in the 2006 Loan Policy Form
    6.306 Defense Costs

6.4 EXCLUSIONS FROM COVERAGE
    6.401 In General
    6.402 Laws, Ordinances, Regulations, and Governmental Police Powers
    6.403 Rights of Eminent Domain
    6.404 Matters Created, Suffered, Assumed, or Agreed to by the Insured
    6.405 Matters Not Known to the Insurer or Recorded in the Public Records at the Date of the Policy but Known to    the Insured Claimant
    6.406 Other Exclusions
    6.407 Exclusions Appearing Only in Loan Policies

6.5 EXCLUSIONS IN THE 2006 POLICY FORMS

6.6 SCHEDULE A

6.7 SCHEDULE B
    6.701 In General
    6.702 Rights or Claims of Parties in Possession Not Shown by the Public Records
    6.704 Easements or Claims of Easements Not Shown by the Public Records
    6.705 Any Lien or Right to a Lien for Services, Labor, or Material Furnished, Imposed by Law, and Not Shown by    the Public Records
    6.706 Taxes or Special Assessments that Are Not Shown as Existing Liens by the Public Records
    6.707 Other Exceptions
    6.708 Schedule B-2
    6.709 Short Form Policies

6.8 CONDITIONS AND STIPULATIONS
    6.801 In General
    6.802 Definitions
    6.803 Continuation of Coverage
    6.804 Notice of Claim
    6.805 Defense and Prosecution of Claims
    6.806 Proof of Loss or Damage
    6.807 Options to Pay or Settle
    6.808 Determination; Extent of Liability; Coinsurance
    6.809 Apportionment
    6.810 Limitation of Liability
    6.811 Liability Noncumulative
    6.812 Subrogation upon Payment or Settlement
    6.813 Arbitration
    6.814 Approved Attorneys

6.9 CONDITIONS IN THE 2006 POLICY FORMS

6.10 ENDORSEMENTS

APPENDIX 6-1 ALTA OWNER’S POLICY (1992)

APPENDIX 6-2 LOAN POLICY OF TITLE INSURANCE (1992)

APPENDIX 6-3 HOMEOWNER’S POLICY OF TITLE INSURANCE FOR ONE- TO FOUR-FAMILY RESIDENCES (2013)

APPENDIX 6-4 ALTA SHORT FORM RESIDENTIAL LOAN POLICY (2012)

APPENDIX 6-5 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (2013)

APPENDIX 6-6 ALTA SHORT FORM EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (2014) APPENDIX 6-7 POLICY OF TITLE INSURANCE—UNITED STATES FORM (2012)

APPENDIX 6-8 ADVANTAGE EXPRESS RESIDENTIAL OWNER’S POLICY

APPENDIX 6-9 ALTA OWNER’S POLICY OF TITLE INSURANCE (2006)

APPENDIX 6-10 ALTA LOAN POLICY OF TITLE INSURANCE (2006)

APPENDIX 6-11 CLOSING PROTECTION LETTER

APPENDIX 6-12 ENDORSEMENT FORM

APPENDIX 6-13 ALTA 1-06—STREET ASSESSMENTS

APPENDIX 6-14 ALTA 2-06—TRUTH IN LENDING

APPENDIX 6-15 ALTA 3—ZONING SERIES

APPENDIX 6-16 ALTA 4-06—CONDOMINIUM

APPENDIX 6-17 ALTA 5-06—PLANNED UNIT DEVELOPMENT (PUD)

APPENDIX 6-18 ALTA 6—VARIABLE RATE SERIES

APPENDIX 6-19 ALTA 7 MANUFACTURED HOUSING SERIES

APPENDIX 6-20 ALTA 8—ENVIRONMENTAL PROTECTION LIEN SERIES

APPENDIX 6-21 ALTA 9—RESTRICTIONS, ENCROACHMENTS, AND MINERALS SERIES

APPENDIX 6-22 ALTA 10—ASSIGNMENT SERIES

APPENDIX 6-23 ALTA 11—MORTGAGE MODIFICATION SERIES

APPENDIX 6-24 ALTA 12-06—AGGREGATION (OR “TIE IN”)

APPENDIX 6-25 ALTA 13—LEASEHOLD SERIES

APPENDIX 6-26 ALTA 14—FUTURE ADVANCE SERIES

APPENDIX 6-27 ALTA 15—NONIMPUTATION SERIES

APPENDIX 6-28 ALTA 16-06—MEZZANINE FINANCING

APPENDIX 6-29 ALTA 17 ACCESS SERIES

APPENDIX 6-30 ALTA 18 TAX PARCEL SERIES

APPENDIX 6-31 ALTA 19 CONTIGUITY SERIES

APPENDIX 6-32 ALTA 20-06—FIRST LOSS—MULTIPLE PARCEL TRANSACTION

APPENDIX 6-33 ALTA 21-06—CREDITORS’ RIGHTS— WITHDRAWN IN 2010

APPENDIX 6-34 ALTA 22—LOCATION SERIES

APPENDIX 6-35 ALTA 23-06—COINSURANCE

APPENDIX 6-36 ALTA 24-06—DOING BUSINESS

APPENDIX 6-37 ALTA 25—SAME AS SURVEY SERIES

APPENDIX 6-38 ALTA 26-06—SUBDIVISION

APPENDIX 6-39 ALTA 27-06—USURY

APPENDIX 6-40 ALTA 28—EASEMENT SERIES

APPENDIX 6-41 ALTA 29—INTEREST RATE SWAP SERIES

APPENDIX 6-42 ALTA 30—SHARED APPRECIATION MORTGAGE

APPENDIX 6-43 ALTA 31-06—SEVERABLE IMPROVEMENTS

APPENDIX 6-44 ALTA 32-06; 32.1-06; 32.2-06; 33-06—CONSTRUCTION

APPENDIX 6-45 ALTA 34-06—IDENTIFIED RISK COVERAGE

APPENDIX 6-46 ALTA 35—MINERALS SERIES

APPENDIX 6-47 ALTA 36—ENERGY PROJECTS SERIES

APPENDIX 6-48 ALTA 37—ASSIGNMENT OF RENTS

APPENDIX 6-49 ALTA 38—MORTGAGE TAX

APPENDIX 6-50 ALTA 39—POLICY AUTHENTICATION

APPENDIX 6-51 ALTA 40—TAX CREDIT SERIES

APPENDIX 6-52 ALTA 41—WATER RIGHTS SERIES

APPENDIX 6-53 ALTA 42—COMMERCIAL LENDER GROUP

APPENDIX 6-54 ALTA 43—ANTI-TAINT

APPENDIX 6-55 ALTA 44—INSURED MORTGAGE RECORDING

APPENDIX 6-56 ALTA 45—PARI PASSU MORTGAGE—LOAN POLICY

APPENDIX 6-57 (REPLACED BY ALTA 17 AND 17.1) ACCESS TO PUBLIC STREET

APPENDIX 6-58 EASEMENT—FORECLOSURE SALE ENDORSEMENT

APPENDIX 6-59 AFFIRMATIVE MECHANICS’ LIEN COVERAGE ENDORSEMENT—VIRGINIA FORM

APPENDIX 6-60 ARBITRATION

APPENDIX 6-61 LAST DOLLAR ENDORSEMENT

APPENDIX 6-62 “FAIRWAY” ENDORSEMENT

APPENDIX 6-63 ADDITIONAL INSURED

APPENDIX 6-64 TENANTS AS TENANTS ONLY

INDEX

Volume 2

CHAPTER 7: SURVEY BASICS

7.1 PRELIMINARY MATTERS

7.2 TITLE INSURANCE COVERAGE FOR SURVEYS AND SURVEY-RELATED MATTERS

7.3 MAP OR PLAT VERSUS SURVEY

7.4 LAND TITLE SURVEY REQUIREMENTS

7.5 SURVEY FEATURES AND HOW TO REVIEW A SURVEY
    7.501 Title Block
    7.502 Legend for Symbols
    7.503 Vicinity Map
    7.504 Scale
    7.505 Property Description
    7.506 North Arrow
    7.507 Land Area
    7.508 Surveyor’s Certificate
    7.509 Surveyor’s Notes
    7.510 Adjacent Property and Adjoining Streets
    7.511 Survey Drawing
    7.512 Access
    7.513 Flood Plains, Water, and Wetlands
    7.514 Insured Easements
    7.515 Title Exceptions
    7.516 Encroachments

7.6 CONCLUSION

APPENDIX 7-1 SAMPLE CONDUIT LENDER SURVEY STANDARDS

APPENDIX 7-2 GENERAL SURVEY EXCEPTION AND SAMPLE TITLE ENDORSEMENTS

APPENDIX 7-3 SAMPLE CONTIGUITY ENDORSEMENT FORM

APPENDIX 7-4 ALTA SURVEY STANDARDS (2011)

APPENDIX 7-5 TABLE A—OPTIONAL SURVEY RESPONSIBILITIES AND SPECIFICATIONS

CHAPTER 8: FORMS OF HOLDING TITLE

8.1 INTRODUCTION

8.2 JOINT TENANCY
    8.201 In General
    8.202 Creation
    8.203 Characteristics

8.3 TENANCY BY THE ENTIRETY

8.4 TENANCY IN COMMON

8.5 TENANCY IN COPARCENARY

8.6 ACTS BARRING PROPERTY RIGHTS

8.7 THE AUGMENTED ESTATE

APPENDIX 8-1 METHODS OF HOLDING TITLE

CHAPTER 9: THE DEED

9.1 INTRODUCTION

9.2 HISTORICAL PERSPECTIVE

9.3 PARTIES TO THE DEED
    9.301 Types of Parties
    9.302 Married Grantors
    9.303 Contract Purchasers
    9.304 Third Parties
    9.305 Misnomer of a Grantee

9.4 THE PREMISES
    9.401 Names of the Parties
    9.402 Factual Recitals
    9.403 Recital of Consideration

9.5 GRANTING LANGUAGE

9.6 WARRANTIES
    9.601 Types of Deeds
    9.602 Extent of Warranty
    9.603 Language of Warranties

9.7 ENGLISH COVENANTS OF TITLE
    9.701 In General
    9.702 The Individual English Covenants
    9.703 How English Covenants Are Stated
    9.704 Grantor’s Liability to Grantee’s Assignees
    9.705 Damages for Breach

9.8 IMPLIED WARRANTIES ON NEW HOMES

9.9 CONVEYANCES TO JOINT OWNERS
    9.901 In General
    9.902 Joint Tenants
    9.903 Tenants by the Entirety
    9.904 Tenants in Common
    
9.10 SOLE AND SEPARATE EQUITABLE ESTATE

9.11 ESTATE GRANTED

9.12 PROPERTY DESCRIPTION
    9.1201 In General
    9.1202 Typical Property Description Forms
    9.1203 Derivation Clause
    9.1204 Correction Affidavit

9.13 LIMITATION LANGUAGE

9.14 EASEMENTS

9.15 DEED AND PLAT AS MUTUALLY DEPENDENT

9.16 WITNESS PROVISION

9.17 SIGNATURES AND SEALS

9.18 ACKNOWLEDGMENTS

9.19 GRANTEE’S ADDRESS

9.20 UNIFORM REAL PROPERTY TRANSFER ON DEATH ACT
    9.2001 In General
    9.2002 Requirements for a Transfer on Death Deed
    9.2003 Revocation
    9.2004 Notice, Delivery, Acceptance, or Consideration Not Required
    9.2005 Effect of Deed During Transferor’s Life
    9.2006 Effect of Deed After Transferor’s Death
    9.2007 If Transferor Is a Joint Owner
    9.2008 No Covenant or Warranty of Title
    9.2009 Disclaimer
    9.2010 Liability for Creditor Claims and Statutory Allowances
    9.2011 Federal Electronic Signatures in Global and National Commerce Act

APPENDICES 9-1 THROUGH 9-4 GENERAL WARRANTY DEED—VBA

APPENDIX 9-5 GENERAL WARRANTY DEED FOR PROPERTY IN THE NAME OF ONE SPOUSE—VBA FORM

APPENDIX 9-6 SPECIAL WARRANTY DEED—VBA FORM

APPENDIX 9-7 QUITCLAIM DEED—VBA FORM

APPENDICES 9-8 AND 9-9 DEED TO TRUSTEES UNDER A VIRGINIA LAND TRUST—VBA FORM (SETTING OUT TRUST USES AND PURPOSES)

APPENDIX 9-10 DEED OF SUBORDINATION—VBA FORM

APPENDICES 9-11 AND 9-12 DEED OF RELEASE AND PARTIAL RELEASE—VBA FORM

APPENDIX 9-13 DEED WITHOUT WARRANTY

APPENDIX 9-14 DEED OF GIFT

APPENDIX 9-15 DEED FOR A CONDOMINIUM UNIT

APPENDIX 9-16 DEED OF ASSUMPTION

APPENDIX 9-17 EXAMPLES OF SIGNATURE BLOCKS

APPENDIX 9-18 CORRECTIVE AFFIDAVIT

APPENDIX 9-19 REVOCABLE TRANSFER ON DEATH DEED

APPENDIX 9-20 REVOCABLE TRANSFER ON DEATH DEED TO TRUST

APPENDIX 9-21 REVOCATION OF TRANSFER ON DEATH DEED

CHAPTER 10: RESIDENTIAL FINANCING

10.1 INTRODUCTION
    10.101 Contract of Sale May Determine the Type of Financing
    10.102 The Loan Commitment and Loan Instructions Determine the Terms of the Loan
    
10.2 INSTITUTIONAL FINANCING
    10.201 Conventional Loans
    10.202 Federal Housing Administration (FHA) Loans
    10.203 Department of Veterans Affairs (VA) Loans
    10.204 Credit Line Deeds of Trust
    10.205 Private Mortgage Insurance
    10.206 The Secondary Mortgage Market
    10.207 Miscellaneous Statutory Provisions

10.3 ASSUMING VERSUS TAKING SUBJECT TO A DEED OF TRUST
    10.301 In General
    10.302 Required Notice
    10.303 “Assuming” and “Taking Subject To” Distinguished
    10.304 Modification and Release
    10.305 Obligations of the Purchaser
    10.306 Assumption or Payoff Figures

10.4 PURCHASE MONEY FINANCING
    10.401 In General
    10.402 Lien Priority
    10.403 As a Subordinate Deed of Trust

10.5 INSTALLMENT SALES CONTRACTS
    10.501 In General
    10.502 Pitfalls
    10.503 Virginia Legislation

10.6 GROUND RENT
    10.601 In General
    10.602 Rights of the Parties
    
10.7 SECURITY AGREEMENTS AND FINANCING STATEMENTS

10.8 USURY
    10.801 Interest Versus Usury
    10.802 Prepayment Penalties and Allowable Interest Rates on First Deed of Trust Loans
    10.803 Allowable Interest Rates on Residential Subordinate Loans
    10.804 Allowable Interest Rates Imposed or Collected by Sellers
    10.805 Borrowers Who May Not Plead Usury
    10.806 Penalties

10.9 ALTERNATIVE FORMS OF FINANCING
    10.901 In General
    10.902 Renegotiable Rate Mortgage (RRM)
    10.903 Reverse Annuity Mortgage (RAM)
    10.904 Graduated Payment Mortgage (GPM)
    10.905 Shared Appreciation Mortgage (SAM)
    10.906 Asset Integrated Mortgage (AIM)
    10.907 Growing Equity Mortgage (Rapid Payoff Mortgage)
    10.908 Level Payment Mortgage
    10.909 Fixed Schedule Mortgage

CHAPTER 11: COMMERCIAL LOAN DOCUMENTATION

11.1 INTRODUCTION
    11.101 In General
    11.102 Scope of Chapter
    11.103 Related Documents

11.2 COMMITMENT LETTERS
    11.201 In General
    11.202 Parties
    11.203 Loan Amount
    11.204 Purpose of the Loan; Sums to Be Withheld
    11.205 Collateral
    11.206 Term
    11.207 Interest
    11.208 Loan Commitment Fee
    11.209 Repayment
    11.210 Prepayment
    11.211 Late Charges
    11.212 Guaranties
    11.213 Equity
    11.214 Conditions to Closing
    11.215 Permanent Take-Out Loan
    11.216 Loan Conversion
    11.217 Assignment
    11.218 Deadline for Acceptance of the Commitment
    11.219 Expiration of the Commitment
    11.220 Termination of the Commitment

11.3 PROMISSORY NOTES
    11.301 In General
    11.302 Interest Rate, Negotiability, and Enforceability
    11.303 Repayment Terms
    11.304 Application of Payments
    11.305 Prepayment
    11.306 Late Charges
    11.307 Events of Default
    11.308 Default Interest Rate
    11.309 Limitations of Liability and Recourse
    11.310 Usury Savings Clause
    11.311 Confession of Judgment
    11.312 Waiver of Jury Trial
    11.313 Governing Law and Venue
    11.314 Seal

11.4 CREDIT ENHANCEMENTS

11.5 LOAN AGREEMENTS

11.6 DEEDS OF TRUST

11.7 LENDERS’ TITLE INSURANCE COMMITMENTS
    11.701 In General
    11.702 Schedule A
    11.703 Schedule B, Section I
    11.704 Schedule B, Section II
    11.705 Uniform Commercial Code; Tax Liens; Litigation Searches

11.8 RELEASE DOCUMENTS
    11.801 In General
    11.802 Conventional Release
    11.803 Electronic Release

11.9 SECURITY AGREEMENTS AND FINANCING STATEMENTS
    11.901 Introduction
    11.902 The Concept of Fixtures in Article 9
    11.903 Definitions
    11.904 Requirements for Attachment by a Security Agreement
    11.905 Perfection by Filing a Financing Statement
    11.906 Requirements for Filing a Financing Statement
    11.907 Where to File the Financing Statement
    11.908 When to File the Financing Statement

11.10 ASSIGNMENTS OF LEASES, RENTS, AND PROFITS

11.11 ASSIGNMENT OF ARCHITECTS’ AND CONTRACTORS’ CONTRACTS TO THE LENDER

11.12 BUILDER’S RISK AND OTHER TYPES OF INSURANCE REQUIRED BY THE LENDER

11.13 CERTIFICATES OF GOOD STANDING; OTHER EVIDENCE OF ENTITY EXISTENCE AND AUTHORITY; BORROWING RESOLUTIONS

11.14 TENANTS’ ESTOPPEL AGREEMENTS

11.15 SUBORDINATION, ATTORNMENT, AND NON-DISTURBANCE AGREEMENTS

11.16 ATTORNEY OPINION LETTERS

11.17 PERFORMANCE AND PAYMENT BONDS; AIA DOCUMENTATION

11.18 CHECKLIST OF FINAL DOCUMENTATION

APPENDIX 11-1 LEGAL OPINION PRINCIPLES

APPENDIX 11-2 CLOSING CHECKLIST

CHAPTER 12: RESIDENTIAL CLOSINGS

12.1 INTRODUCTION

12.2 LEGISLATION AFFECTING CLOSINGS
    12.201 Virginia Statutes
    12.202 Federal Statutes and Regulations

12.3 THE TRANSACTION
    12.301 Representation Issues
    12.302 Contract Review
    12.303 Loan Commitment Review
    12.304 Coordination of Closing Requirements
    12.305 Necessary Documents and Data
    12.306 Document Preparation
    12.307 The Settlement Conference

12.4 POST-CLOSING MATTERS

APPENDIX 12-1 SETTLEMENT STATEMENT—HUD-1

APPENDIX 12-2 PURCHASER’S REPRESENTATION

APPENDIX 12-3 SELLER’S REPRESENTATION

APPENDIX 12-4 AFFIDAVIT THAT TRANSFEROR IS NOT A FOREIGN NONINDIVIDUAL FOR PURPOSE OF WITHHOLDING OF TAX

APPENDIX 12-5 AFFIDAVIT THAT TRANSFEROR IS NOT A FOREIGN INDIVIDUAL FOR PURPOSE OF WITHHOLDING OF TAX

APPENDIX 12-6 FORMS R-5 AND R-5P

APPENDIX 12-7 FORM R-5E

APPENDIX 12-8 CERTIFICATE OF RESIDENCY

APPENDIX 12-9 SPECIAL POWER OF ATTORNEY FORM

APPENDIX 12-10 CERTIFICATE OF SATISFACTION

APPENDIX 12-11 SAMPLE IRS FORM 1099-S

APPENDIX 12-12 SUBSTITUTE IRS FORM 1099-S

APPENDIX 12-13 INFORMATION FOR REAL ESTATE 1099-S REPORT FILING

APPENDIX 12-14 CERTIFICATION FOR NO INFORMATION REPORTING (1099-S) ON PRINCIPAL RESIDENCE

CHAPTER 13: THE UNIFORM COMMERCIAL CODE

13.1 INTRODUCTION
    13.101 In General
    13.102 Applicable UCC Provisions

13.2 COMMERCIAL REAL ESTATE TRANSACTIONS TO WHICH THE UCC APPLIES
    13.201 Sales Transactions: Things Attached to Realty
    13.202 Lease Transactions: Fixtures
    13.203 Financing Transactions

13.3 COMPLIANCE
    13.301 Sales Transactions
    13.302 Lease Transactions
    13.303 Financing Transactions
    13.304 2012 Amendments to Title 8.9A

APPENDIX 13-1 UCC FINANCING STATEMENT

CHAPTER 14: OPINION LETTERS IN REAL ESTATE FINANCE TRANSACTIONS

14.1 HISTORICAL BACKGROUND
    14.101 Dawn of Opinion Literature
    14.102 An Easier Path: The TriBar Opinion Committee
    14.106 Real Estate Finance Opinion Report of 2012

14.2 STANDARD OF CARE APPLIED TO THIRD PARTY OPINION LETTERS
    14.201 Exercise of “Professional Judgment”
    14.202 Customary Practice
    14.203 Customary Diligence
    14.204 Misleading
    14.205 To Whom Duty Is Owed

14.3 CAUSES OF ACTION FOR BREACH OF STANDARD OF CARE
    14.301 Malpractice
    14.302 Negligent Misrepresentation
    14.303 Fraudulent Misrepresentation
    14.304 Breach of Contract
    14.305 Violation of Statutes

14.4 ETHICAL RULES APPLICABLE TO THIRD PARTY OPINION PRACTICE
    14.401 Opinions Subject to Ethical Rules
    14.402 Client Confidentiality
    14.403 Evidence of Breach of Duty

14.5 LAW FIRM POLICIES AND PROCEDURES
    14.501 Opinion Committees
    14.502 Other Policies and Procedures for Issuing
    Opinion Letters

14.6 ILLUSTRATIVE OPINIONS IN COMMERCIAL REAL ESTATE LOAN TRANSACTIONS
    14.601 Introductory Paragraph
    14.602 Reviewed Documents
    14.603 Assumptions
    14.604 Opinions
    14.605 Exclusions
    14.606 Qualifications
    14.607 Reliance

APPENDIX 14-1 BIBLIOGRAPHY

APPENDIX 14-2 RECENT CASES ON OPINION LETTERS

APPENDIX 14-3 REAL ESTATE OPINION LETTER

APPENDIX 14-4 STATUTORY REQUIREMENTS FOR DEEDS OF TRUST

CHAPTER 15: LIKE-KIND EXCHANGES UNDER I.R.C. § 1031

15.1 INTRODUCTION

15.2 THE TAX-DEFERRED EXCHANGE
    15.201 A Simple Exchange
    15.202 An Exchange with “Boot”
    15.203 An Exchange with a Loss

15.3 REQUIREMENTS FOR A LIKE-KIND EXCHANGE
    15.301 Qualified Property
    15.302 The Holding Requirement
    15.303 The Like-Kind Requirement
    15.304 The Holding Period
    15.305 The Exchange Requirement
    15.306 Time Limits for Deferred Exchanges
    15.307 Adequate Identification of Replacement Property
    15.308 The Rise of Section 1031 Exchange “Programs”

CHAPTER 16: PLANNING AND ZONING

16.1 INTRODUCTION
    16.101 Purpose of Chapter
    16.102 Role of Courts

16.2 ENABLING LEGISLATION
    16.201 General Nature of Zoning
    16.202 Purposes of Zoning
    16.203 Constitutional Limitations
    16.204 Limitations on Local Authority
    16.205 Legislative and Nondelegable Nature of Zoning

16.3 CONDITIONAL ZONING
    16.301 In General
    16.302 Proffers
    16.303 Types of Conditional Zoning
    16.304 Strengths and Weaknesses of Conditional Zoning
    16.305 Amendments to Approved Conditional Rezonings

16.4 IMPACT FEES
    16.401 In General
    16.402 Requirements
    16.403 Tidewater Ass’n of Homebuilders, Inc. v. City of Virginia Beach
    16.404 2007 Amendments to § 15.2-2317 et seq.
    
16.5 HISTORIC DISTRICTS

16.6 COMPREHENSIVE PLANNING
    16.601 In General
    16.602 Nature of the Plan and Its Implementation
    16.603 Urban Development Areas
    16.604 Limitations on the Usefulness of the Plan
    16.605 Section 15.2-2232 Review

16.7 UPZONINGS
    16.701 In General
    16.702 Presumption of Validity
    16.703 Judicial Treatment of Upzoning Denials
    16.704 “Spot Zoning”
    16.705 Board of Supervisors v. Lerner
    16.706 Board of Supervisors v. Jackson
    16.707 Demurrer of Claim That Rezoning Decision Was Arbitrary, Capricious, or Unreasonable
    16.708 Remand to Governing Body

16.8 DOWNZONINGS
    16.801 In General
    16.802 Piecemeal Versus Comprehensive Downzoning
    16.803 Sustaining Piecemeal Downzoning
    16.804 Downzoning Legislation

16.9 SPECIAL USE PERMITS
    16.901 Nature of Special Use Permit
    16.902 Standards for Issuing Special Use Permit
    16.903 Conditions on Grant of Special Use Permit
    16.904 Standard of Review on Appeal
    16.905 Limitation on Requirement of Special Use Permits

16.10 SITE PLANS

16.11 PROCEDURAL ISSUES
    16.1101 In General
    16.1102 Notice by Applicant; Applicant Who Is Not Owner of Subject Property
    16.1103 Notice for Additional Matters
    16.1104 Notice of Imposition of Fees and Levies
    16.1105 Requirement to Pay Past-Due Taxes
    16.1106 Procedural Due Process Requirements
    16.1107 Mandatory Nature of Hearings; Controlling Nature of the Enabling Legislation
    16.1108 Sufficiency of Resolution by Which Zoning Ordinance Amendment Is Initiated
    16.1109 Form and Codification of Ordinances
    16.1110 Importance of Procedural Correctness
    16.1111 Limitations of Actions
    16.1112 Exhaustion of Remedies
    16.1113 Necessary Parties
    16.1114 Standing
    16.1115 Federal Land Use Proceedings

16.12 VARIANCES
    16.1201 In General
    16.1202 Unreasonable Restriction of Use

16.13 NONCONFORMING USES
    16.1301 In General
    16.1302 Expansion or Alteration of Use
    16.1303 Termination of Use

16.14 VESTED RIGHTS
    16.1401 In General
    16.1402 Continuum of Vested Rights
    16.1403 Nature of Vested Rights
    16.1404 Statutory Vesting Generally
    16.1405 Statutory Vesting of Subdivision and Site Plans
    16.1406 Forfeiture of Vested Rights
    16.1407 Who Makes Vested Rights Determinations
    16.1408 Void Permits
    16.1409 Vesting and Grandfathering Distinguished

16.15 ADMINISTRATION AND ENFORCEMENT
    16.1501 The Zoning Administrator
    16.1502 Zoning District Boundary Disputes
    16.1503 Variances
    16.1504 Finality of Zoning Administrator’s Determinations
    16.1505 Limitations on Zoning Administrator’s Authority
    16.1506 Appeal of Zoning Administrator’s Determinations Generally
    16.1507 Appeal of Zoning Administrator’s Rulings on Proffers
    16.1508 Criminal and Civil Penalties
    16.1509 Challenges to Building Permits

16.16 REGULATORY TAKINGS
    16.1601 In General
    16.1602 When the Taking Occurs
    16.1603 Ripeness
    16.1604 Forum for Regulatory Taking Case
    16.1605 Temporary Taking Versus Normal Administrative Delay
    16.1606 Damages
    16.1607 Exactions by Special Use Permits, Site Plans, Subdivisions, Impact Fees, and Proffers
    16.1608 Virginia Regulatory Takings Cases
    
CHAPTER 17: REAL ESTATE BROKERAGE LAW

17.1 INTRODUCTION

17.2 DEFINITIONS AND LICENSING REQUIREMENTS
    17.201 Statutory Definitions
    17.202 Marketplace Definitions
    17.203 Licensing Requirements

17.3 THE REAL ESTATE BOARD
    17.301 Structure
    17.302 Powers and Duties of the Board
    17.303 The Real Estate Transaction Recovery Act

17.4 DUTIES OF BROKERS AND SALESPERSONS
    17.401 Relationship with the Principal (Client)
    17.402 Relationship with Nonclient Parties
    17.403 Duties to All Parties, Whether Principal or Non-Principal
    17.404 Dual Agency
    17.405 Other Important Standards of Conduct
    17.406 Consequences for Breaching Duties

17.5 HOW BROKERS ARE ENGAGED
    17.501 General Rules
    17.502 “General” and “Special” Brokerage Contracts
    17.503 Express Contracts
    17.504 Implied-In-Fact Contracts
    17.505 “Procuring Cause”—What Is It and When Is It Required
    17.506 Implied-In-Law or Quasi-Contract (Unjust Enrichment)
    17.507 Liability of Subsequent Grantees for Payment of Original Grantor’s Brokerage Obligations

17.6 COMMERCIAL REAL ESTATE BROKER’S LIEN ACT
    17.601 Lien Applies Only to “Commercial Real Estate”
    17.602 Lien Applies Only to Leasing Activity
    17.603 Lien Requires a Writing Signed by Owner
    17.604 Services Rendered Must “Result in the Procuring of a Tenant
    17.605 Purchaser’s Liability for Brokerage Fees
    17.606 Amount of Lien
    17.607 What Is Being Liened
    17.608 Procedure and Effect
    17.609 Contents of Memorandum of Lien
    17.610 Recommended

CHAPTER 18: CONDOMINIUMS AND PROPERTY OWNERS’ ASSOCIATIONS

18.1 INTRODUCTION TO CONDOMINIUMS
    18.101 In General
    18.102 Subdivision
    18.103 Cost-Sharing and Enforcement Mechanisms
    18.104 Architectural Control
    18.105 Parking Flexibility

18.2 INTRODUCTION TO PROPERTY OWNERS’ ASSOCIATIONS

18.3 TYPES OF CONDOMINIUMS AND PROPERTY OWNERS’ ASSOCIATIONS
    18.301 Land Condominiums
    18.302 Flex-Industrial Condominiums
    18.303 Office Condominiums
    18.304 Mixed-Use Condominiums
    18.305 Residential Property Owners’ Associations
    18.306 Commercial Property Owners’ Associations

18.4 ALLOCATIONS IN CONDOMINIUMS

18.5 CONDOMINIUM INSTRUMENTS
    18.501 In General
    18.502 The Declaration
    18.503 The Bylaws
    18.504 Maintenance Responsibilities Chart
    18.505 Plats and Plans
    18.506 Amendments

18.6 GOVERNANCE OF ASSOCIATIONS
    18.601 Board of Directors
    18.602 Officers
    18.603 Committees
    18.604 Management

18.7 MAINTENANCE RESPONSIBILITIES OF ASSOCIATION AND OWNERS
    18.701 Condominiums
    18.702 Property Owners’ Associations

18.8 RESTRICTIONS ON USE IN PROPERTY OWNERS’ ASSOCIATIONS
    18.801 Restrictive Covenants
    18.802 Typical Use Restrictions

18.9 MEETINGS
    18.901 In General
    18.902 Association Meetings
    18.903 Board Meetings
    18.904 Electronic Communication

18.10 CONTRACT PROVISIONS CONCERNING LOTS IN PROPERTY OWNERS’ ASSOCIATIONS
    18.1001 Virginia Property Owners’ Association Act Disclosure Statement and Disclosure Packet
    18.1002 Supplemental Information
    18.1003 Rights of First Refusal
    18.1004 Architectural Review and Design Guidelines
    18.1005 Title Disclosure
    18.1007 Assessments and Prorations
    18.1008 Special Assessments
    18.1009 Working Capital Contributions
    18.1010 Board and Association Meeting Minutes and Records
    18.1011 Compliance and Notices from the Association
    18.1012 Notice to Association of Transfer of Title
    18.1013 Construction Deposits
    18.1014 Due Diligence Period
    18.1015 Common Area Warranties

18.11 CONTRACT PROVISIONS CONCERNING CONDOMINIUM UNITS
    18.1101 Initial Sale of Residential Units
    18.1102 Resale of Units
    18.1103 Notice to Association of Transfer of Title
    18.1104 Rights of First Refusal
    18.1105 Architectural Review and Design Guidelines
    18.1106 Title Disclosure
    18.1107 Due Diligence Period
    18.1108 Deposits
    18.1109 Assessments and Prorations
    18.1110 Special Assessments
    18.1111 Working Capital Contributions
    18.1112 Executive Organ and Association Meeting Minutes and Records
    18.1113 Compliance and Notices from the Association
    18.1114 Construction Deposits
    18.1115 Warranties

18.12 DUE DILIGENCE CHECKLIST AFTER CONTRACT IS SIGNED
    18.1201 Review of Association Documents
    18.1202 Insurance Policies
    18.1203 Maintenance Responsibilities of Association and Owner
    18.1204 Quality of Management
    18.1205 Status of Warranty Claims in Condominiums
    18.1206 Voting Rights
    18.1207 Financial Matters
    18.1208 Parking; Pets
    18.1209 Review of Title Report or Title Binder
    18.1210 Occupancy Limits
    18.1211 Age Restrictions
    18.1212 Master Associations
    18.1213 Architectural Violations
    18.1214 Review of Resale Disclosure Packet
    18.1215 Leasing Restrictions and Rules
    18.13 CONCLUSION

APPENDIX 18-1..VIRGINIA CONDOMINIUM MAINTENANCE RESPONSIBILITIES

APPENDIX 18-2 HOMEOWNERS’ ASSOCIATION RESALE DISCLOSURE PACKET AND NOTICE

APPENDIX 18-3 RELEASE OF ARCHITECTURAL APPROVAL AUTHORITIES FROM LIABILITY

APPENDIX 18-4 HOMEOWNERS ASSOCIATION RESALE CERTIFICATE

CHAPTER 19: FOREIGN OWNERS OF REAL ESTATE IN VIRGINIA

19.1 INTRODUCTION

19.2 FEDERAL REPORTING REQUIREMENTS
    19.201 International Investment and Trade in Services Survey Act
    19.202 Agricultural Foreign Investment Disclosure Act
    19.203 USA PATRIOT Act

19.3 FEDERAL TAX CONSIDERATIONS
    19.301 Income Tax
    19.302 Estate Tax
    19.303 Gift Tax

19.4 VIRGINIA REQUIREMENTS
    19.401 Registration
    19.402 Nonresident Individuals, Trusts, and Estates
    19.403 C Corporations

19.404 Pass-Through Entities (Partnerships, LLCs, S Corporations)

TABLE OF AUTHORITIES

INDEX

Authors

Editor

Neil S. Kessler, Troutman Sanders LLP / Richmond (Expand/Collapse Bio)

Neil S. Kessler, co-editor of the 2008, 2012, and 2015 editions of this book, is a partner in the Richmond office of Troutman Sanders LLP. He has represented clients in various types of commercial real estate transactions for more than 40 years, with an emphasis in property and casualty insurance, financing, leasing, development, and construction. Mr. Kessler is a former cochair of the Committee on Design and Construction Contracts and the Property, Casualty and Other Non-Title Insurance Committee of the Section of Real Property, Probate and Trust Law of the American Bar Association. He is the author of the Virginia law section of the ABA publication entitled A State-By-State Guide to Construction and Design Law and a chapter on insurance for a publication of the International Council of Shopping Centers.

Mr. Kessler is a past Chair of the Real Estate Section of the Virginia State Bar and is currently a member of its Board of Governors. He is a former member of the Board of Governors and is a current member of the Insurance Committee of the American College of Real Estate Lawyers. He is also a member of the Program Committee of the International Council of Shopping Centers Law Conference. Mr. Kessler has been elected as a member of the Virginia Commonwealth University Real Estate Circle of Excellence and as a Fellow of the Virginia Bar Foundation and the American Bar Foundation. He serves as a member of the Law School Professionalism Program faculty sponsored by the Virginia State Bar’s Standing Committee on Professionalism and the Section on the Education of Lawyers. Mr. Kessler has been recognized as a Leader of the Law by Virginia Lawyers Weekly, as one of the Best Lawyers in America and in the International Who’s Who in Real Estate Law. He received his undergraduate degree with honors from Washington & Lee University and his law degree with honors from The George Washington University. He is a frequent continuing legal education lecturer.

Paul H. Melnick, Melnick & Melnick, PLC / Falls Church (Expand/Collapse Bio)

Paul H. Melnick, co-editor of this book and author of Chapters 8 and 9, is a principal of Melnick & Melnick, PLC, where he focuses his practice in the areas of real estate, estate planning, and estate/trust administration. Mr. Melnick earned a B.S. from James Madison University and a J.D. summa cum laude from the University of Dayton. He has been a member of the Virginia State Bar since 1990 and a member of its Real Property Section since 2005. He currently serves as a member of the Board of Governors of the Real Property Section, and has served as an Area Representative, the Secretary-Treasurer, the Vice-Chair, and the Chair of the Section. He currently serves on the 4th District Disciplinary Committee, Section I, and on the Arlington County Board of Zoning Appeals.

Authors

Paul A. Bellegarde / Vienna (Expand/Collapse Bio)

Paul A. Bellegarde, author of Chapter 17, is both an attorney and licensed real estate broker, with nearly 30 years of combined litigation, transactional and general-counsel experience in matters involving some of the Mid-Atlantic region’s largest builders, lenders, brokerage firms, management companies and property owners/landlords/developers. After graduating with honors from Boston College in 1982, and earning his JD from The Dickinson School of Law (Pennsylvania State University) in 1986, Mr. Bellegarde began his career in Baltimore, Maryland, with Cable, McDaniel, Bowie and Bond, a downtown firm that is now the Maryland office of Richmond-based McGuireWoods. In 1991 he joined the Washington-area-based law firm of Shulman, Rogers, Gandal, Pordy & Ecker, PA, where he became a partner in 1998, and over a 12-year span maintained a sophisticated commercial and real-estate-related litigation and transactional practice covering a broad range of complex statutory and common law issues, which involved some of the firm’s most prominent real estate clients, while also serving as Chairman of the firm’s landlord-tenant, brokerage and property management practice groups. Licensed to practice law in Virginia, Maryland and DC, Mr. Bellegarde has handled proceedings at the federal, state and administrative levels, while also having litigated in the state courts of West Virginia, Delaware and California. From 2003 through March 2006, he was Executive Vice President and General Counsel for Zalco Realty, Inc., a Silver Spring (MD) based real estate firm with commercial and residential operations throughout the Baltimore/Washington/Richmond corridor.

Mr. Bellegarde presently serves as outside general counsel to several Washington-area-based real estate companies and also maintains his own commercial real estate brokerage company, which he uses in tandem with his law practice to provide combined brokerage and legal services to his commercial clients. Mr. Bellegarde has also passed Virginia’s licensing examination for Class “A” Builders (New Construction) and in that regard is the designated Virginia licensee-manager for a high-end boutique custom homebuilding firm based in Bethesda, Maryland.

Mr. Bellegarde is a former Chair and multi-term member of the Board of Governors for the Virginia State Bar's Real Property Section and has also written several articles for publications such as the Washington Business Journal, the Maryland Daily Record, and the Virginia State Bar’s semiannual Fee Simple publication. He is also a licensed law instructor through the Virginia Real Estate Commission, and has also been similarly approved by several other Mid-Atlantic real-estate licensing boards, including those of Maryland, Delaware and the District of Columbia. He has also lectured numerous times at seminars, conferences or other functions for various national and regional associations and organizations (including without limitation, for Virginia Continuing Legal Education) on matters of current market or legal interest.

Kay M. Creasman, Old Republic Title Company / Richmond (Expand/Collapse Bio)

Kay Creasman, author of Chapter 12, is Virginia Counsel and Assistant Vice President for Old Republic National Title Company. Ms. Creasman received a J.D. from the University of Richmond, a M.Ed. from Tulane University, and a B.S. from Athens College. Since 1976, she has, at various times, maintained a private law practice in the Richmond area focusing on real estate, small business matters, and wills; owned and operated a high volume title insurance and non-attorney settlement agency; been employed by national underwriters as counsel in Virginia and West Virginia; searched title in the record rooms; and spoken at numerous seminars on real estate and title insurance. Ms. Creasman is a past president of the Virginia Land Title Association (VLTA), the 2010 recipient of the VLTA Distinguished Service Award, and an active member of the Board of Governors of the Real Estate Section of the Virginia State Bar.

Douglass W. Dewing, Virginia National Business Unit / Richmond (Expand/Collapse Bio)

Douglass W. Dewing, author of Chapters 5 and 6, is a Commercial Underwriting Counsel for the Virginia National Commercial Services office, operating under the umbrella of the Fidelity National Title Group as an underwriting office for Chicago Title, Commonwealth Land Title and Fidelity Title. After earning an undergraduate degree from Washington and Lee University and a law degree from the Washington University School of Law in St. Louis, Mr. Dewing entered private practice in 1982. He entered the title insurance industry in 1987. He has authored A Virginia Title Examiners’ Manual (3d ed. 1998) and articles on many topics involving title to real property. Mr. Dewing has been a member of several continuing education panels on real estate title and title insurance topics for various groups including Virginia CLE. He is a former Chair of the Real Property Section of the Virginia State Bar. Mr. Dewing is also a member of the American Bar Association, the Virginia Bar Association, and the Norfolk-Portsmouth Bar Association.

John A. Dezio / Charlottesville (Expand/Collapse Bio)

John A. Dezio, author of Chapter 10, received his undergraduate and law degrees from the University of Virginia. He is a former Commonwealth’s Attorney for the County of Albemarle and an Assistant Commonwealth’s Attorney for the City of Charlottesville. He has served on the Mid-year Seminar Committee, the Seventh District Committee, the Fee Dispute Committee for the Sixteenth Circuit, and the Committee of Lawyer Discipline (COLD), ex officio. He has been a member of the Virginia State Bar Disciplinary Committee and has served as its Chairman.

John W. Farrell, McCandlish & Lillard, PC / Fairfax (Expand/Collapse Bio)

John W. Farrell, primary author of Chapter 16, is a principal in the law firm of McCandlish & Lillard, P.C. with over 45 years of experience before county supervisors, planning commissions and boards of zoning appeals in matters of real estate development, land use and environmental regulation, including rezoning, site plan and wetlands approvals. He has represented landowners and developers in innumerable land use and environmental cases and controversies including comprehensive planning, infrastructure financing and bonding and microbial, asbestos and lead contamination issues. Among those represented are the applicant in the largest rezoning ever filed in Northern Virginia which included 26 million square feet of nonresidential space and 2,266 dwelling units. He also represented two dozen plaintiff/ landowners in both the Fairfax County C&I and the Loudoun down-zoning litigation.

Mr. Farrell has extensive experience representing lenders and borrowers in transactions involving real estate acquisition, construction and development loans. These projects have included the acquisition, development, leasing and sale of mixed-use communities, condominium and residential projects, commercial and retail properties, the sale of REO, negotiation of workouts, and foreclosure of non-performing loans. Mr. Farrell’s environmental law and regulatory background includes matters involving lender liability, CERCLA, RCRA, Clean Air, asbestos, lead, underground storage tanks, wetlands regulation, and the Chesapeake Bay Preservation Act. He was selected by Virginia Business, based on a statewide survey of practicing attorneys, as one of the 300 best business attorneys in Virginia in the areas of Real Estate/Land Use and Environmental Law.

Mr. Farrell is a lecturer/instructor in real estate, land use, and environmental law for the Virginia Law Foundation, the Northern Virginia Building Industry Association and the National Business Institute. He is the former chairman of the Planning Board of the Town of Walpole, Massachusetts. He is also the past chairman of the Land Use, Environment and Transportation Committee of the Fairfax Chamber of Commerce. He has also served on the State Legislative Committee of the Home Builders Association of Virginia. A 30-year resident of Reston, Virginia, Mr. Farrell is a past national President of Candlelighters Childhood Cancer Foundation and a past President of the Fairfax County Girls Softball League. He served on the Building Committee of Christ the Redeemer Church of Sterling, Virginia. He is a graduate of Boston College and New England School of Law and is admitted to practice in Virginia and Massachusetts.

Jack C. Hanssen, Moyes & Associates, PLLC / Leesburg (Expand/Collapse Bio)

Jack C. Hanssen, co-author of Chapter 2, is an attorney at Moyes & Associates, PLLC, in Leesburg, Virginia, where a large part of his practice is devoted to real estate matters. His practice includes commercial and residential real estate transactions and litigation, as well as business and trust and estate work. In addition to commercial lease transactions and routine landlord-tenant matters, he has assisted clients with complex real estate transactions. He has worked on a private placement offering to fund the construction of a physician-owned medical office building and a hospital ground lease. In recent years, he has assisted clients to donate conservation easements on thousands of acres across Loudoun County and Fauquier County and helped them with the Land Preservation Credit Application process.

Mr. Hanssen received his undergraduate degree from The College of William and Mary and his law degree from Notre Dame Law School. During law school, he clerked for Federal Magistrate Judge John Facciola, U.S. District Court for the District of Columbia. He lives in Leesburg on a small farm with his wife and three sons where they are active members of St. John the Apostle Catholic Church.

Leslie A.T. Haley, Haley Law PLC / Richmond (Expand/Collapse Bio)

Leslie A.T. Haley, author of Chapter 1, is currently providing legal ethics and law office management advice and counsel to lawyers and law firms. Ms. Haley is the former Senior Assistant Ethics Counsel for the Virginia State Bar where she spent fourteen years primarily advising Virginia lawyers on questions of ethics and lawyer advertising as well as unauthorized practice of law issues. She was staff liaison to the Legal Ethics Committee and drafted numerous advisory ethics opinions. She is a frequent author and lecturer on various CLE topics both in Virginia and on a national level.

Ms. Haley is a 2015 Fellow of the Virginia Law Foundation, Immediate Past- President of the Greater Richmond Bar Foundation board, a member of the Lewis F. Powell, Jr. American Inn of Court and a past-president of the MetroABOUT politan Richmond Women’s Bar Association. She is also a 2010 recipient of the Influential Women of Virginia Award.

Edmund D. Harllee, Williams Mullen / Tysons Corner (Expand/Collapse Bio)

Edmund D. Harllee, author of Chapter 13, is a shareholder in Williams Mullen’s Tysons Corner office. A former in-house counsel for a large multijurisdictional regional Bank in the Washington, D.C. area, Mr. Harllee advises financial institutions in such areas as bank operations, payments systems, forgeries and other fraud, credit and debit cards, and stored-value cards, as well as a wide range of online banking and cash management products, including mobile phone banking, remote deposits, ACH and wire transactions, positive-pay, and sweep arrangements. He also counsels these clients on consumer and non-consumer regulatory compliance, both federal and state, for all types of banking services. In addition to counseling banking and other commercial clients on the impact of the new Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 on their products and operations, Ed has significant experience in advising these clients on compliance with federal regulations, such as Regulations B (Equal Credit Opportunity), D (Reserves), E (Electronic Funds Transfers), Z (Truth-in- Lending), CC (Expedited Funds Availability) and DD (Truth-in-Savings), as well as state laws, such as Uniform Commercial Code Articles 3 (negotiable instruments), 4 (bank deposits and collections), 4A (funds transfers), 5 (letters of credit), and 9 (secured transactions). As a transactional attorney, Mr. Harllee represents a significant number of financial institutions in connection with a wide variety of lending transactions, including commercial real estate loans, U.S. Government receivables and other asset-based loans, construction loans, mezzanine financing, syndicated loans and loan participations. When loans become troubled assets, he represents lenders in work-outs and restructurings, having represented financial institutions through several economic downturns. Mr. Harllee also serves as local counsel to other lenders throughout the U.S. in connection with such transactions. He is frequently called upon to draft “shelf” documentation for these services, and to review documentation for compliance with federal and local state law. Mr. Harllee is a co-author of Williams Mullen’s Dodd-Frank alerts, as well as such publications as Real Estate Transactions in Virginia, published by the Virginia CLE, and District of Columbia Commercial Lending Law, published by the American Bar Association. He is listed in the Best Lawyers in America under Banking and Finance Law.

Michael A. Inman, Inman & Strickler, PLC / Virginia Beach (Expand/Collapse Bio)

Michael A. Inman, author of Chapter 18, has lived in Virginia Beach and has been practicing law in the Hampton Roads area for over 40 years primarily in the areas of real estate, business and community association law. He is a principal in the law firm of Inman & Strickler, P.L.C., located on Lynnhaven Parkway which has 12 attorneys who practice in various areas of the law. He and his community association practice group represent over 250 community associations in Southeast Virginia and he is a frequent speaker on community association topics. Mr. Inman is a member of the local chapter of the Community Associations Institute, (CAI) which is a resource for all persons interested in the operations of condominiums and homeowners associations.

Mr. Inman was a member of CAI's Legislative Action Committee for the state of Virginia for over 20 years and was selected for membership in CAI's College of Community Association Lawyers in 2008. He has prepared governing documents for developers of over 100 condominiums, homeowners association, and planned unit developments. Mike is involved in community activities through his service as a member of the Virginia Beach Planning Commission, his membership in Virginia Beach Vision, a group of local business leaders, the Town Center Kiwanis Club and also as former Chairman of the Board of Seton Youth Shelters, a charitable organization which provides shelter and counseling to at risk youth.

C. Grice McMullan, ThompsonMcMullan PC / Richmond (Expand/Collapse Bio)

C. Grice McMullan, author of Chapter 11, has conducted a real estate, corporate, and commercial law practice for approximately 40 years. About 50 percent of his time is spent on commercial real estate matters, with the remainder of his time spent in the practice of general corporate and commercial law. His practice in commercial real estate law is a general one, ranging from real estate financing law and industrial site development to condominium law. Mr. McMullan received a B.A. in English from the University of Virginia in 1961 and an LL.B. from the University of Virginia in 1967. In 1974, He co-founded ThompsonMcMullan PC, a commercial law firm of thirty-one attorneys. Mr. McMullan was admitted to the Virginia Bar in 1967 and the New York Bar in 1969.

Mr. McMullan is a member of the Richmond Bar Association, the Virginia Bar Association Real Estate Council, the American Bar Association, and the Real Property, Probate and Trust, and Business Law Sections of the ABA. He is a former member of the Real Estate Section Executive Committee of the Richmond Bar and a former Executive Committee member of Meritas, a world-wide affiliation of mid-sized commercial law firms, having also served as the co-chair of its Real Estate Section. During 2006-2007, Mr. McMullan was the chair of the Board of Governors for the Real Estate Section of the Virginia State Bar, and from 2009 to 2011, he was the Chair of the Real Estate Section Council of the Virginia Bar Association. He currently serves as a Virginia-area representative for the Virginia State Bar and remains as a member of the Virginia Bar Association Council.

Mr. McMullan has often lectured in the past on matters pertaining to real estate law and has authored or co-authored numerous articles pertaining to the same.

Charles L. Menges, McGuireWoods LLP / Richmond (Expand/Collapse Bio)

Charles L. Menges, co-author of Chapter 14, is a partner at McGuireWoods LLP and counsels clients on business transactions, primarily in the real estate industry and in the banking and finance sector. Resident in the Richmond office, his practice ranges from locally based matters to multistate and national transactions to international projects.

In the real estate area, Mr. Menges handles commercial real estate transactions of all types including the sale, purchase, development, financing, leasing and management of both unimproved land and existing commercial projects. He also represents clients in connection with planned communities such as residential subdivisions, golf course communities and mixed-use projects. He has extensive experience representing real estate investment trusts, and in forming and representing joint ventures and other types of entities in the real estate industry. He also has extensive experience representing owners and developers of hotels and resorts, including negotiating purchase and sale agreements, management agreements and franchise agreements, as well as advising hotels, private resort clubs and other hospitality clients on meeting contracts, vendor relationships, membership issues and other matters.

In the banking and finance area, Mr. Menges represents institutional lenders and corporate borrowers in a variety of financing transactions, whether real estate-based or otherwise, including asset-based loans, unsecured investment grade lending, syndicated credits of various types, synthetic lease transactions, M&A financings, conduit lending/securitization, sale of loan portfolios, loan workouts and restructuring, and portfolio mortgage loans. He co-chairs the firm’s Opinion Committee.

Mr. Menges received his undergraduate degree from the College of William & Mary and his law degree from the University of Virginia. He is a member of the Virginia State Bar, The Virginia Bar Association, the American Bar Association and the American College of Real Estate Lawyers (ACREL). He chairs the ACREL Hotels, Resorts and Hospitality Committee, and he is chair of the Committee on Legal Opinions in Real Estate Transactions of the ABA Real Property Trust and Estate Law Section. Mr. Menges lectures fre quently on opinion practice, issues in the finance and hospitality industries, and other topics.

E. Kristen Moye, McGuireWoods LLP / McLean (Expand/Collapse Bio)

E. Kristen Moye, author of Chapter 7, is a partner in the McLean, Virginia office of McGuireWoods LLP where she is a member of the Debt Finance Department. Ms. Moye concentrates her practice on transactional work for financial institutions with a focus on real estate finance and commercial lending. She represents national and regional banks, specialty lenders and other financial institutions in a wide variety of financing transactions, including acquisition, construction and development loans, permanent mortgage loans, loan participations and syndications, asset based loans and revolving credit facilities. Ms. Moye regularly leads large dollar, multistate real estate portfolio transactions. She has experience financing all types of real property collateral and other assets. In addition, Kristen has extensive experience representing banks and lenders in large loan work outs and complex restructuring matters, including settlements, foreclosures, note sales and REO disposition. Prior to joining McGuireWoods, Ms. Moye spent four years as in-house counsel for Ginnie Mae, where she acquired a specialized knowledge of mortgaged-backed securities. She has used this background in representing clients in connection with CMBS loan origination and securitizations and in GSE and governmental loan programs. She serves as a member of the firm’s Opinion Committee with responsibilities related to the firm’s review and issuance of bankruptcy non-consolidation opinions.

Matthew P. Rash, McGuireWoods LLP / Richmond (Expand/Collapse Bio)

Matthew P. Rash, co-author of Chapter 14, is an associate in the Real Estate Transaction group of the Richmond, Virginia office of McGuireWoods LLP. In the banking and finance area, Mr. Rash has experience representing both lenders and borrowers in all aspects of commercial loan transactions secured by real estate and other assets, syndicated loans, loan assumptions and other credit facilities, loan workouts, foreclosures and acquisitions as well as multistate and national transactions. His clients include special servicers, real estate investment trusts, real estate foundations, institutional lenders and buyers and sellers of improved and unimproved real property.

In the real estate transaction area, Mr. Rash represents clients in the purchase and sale, financing, leasing, and management of improved and unimproved commercial real estate projects, including hotels and resorts and senior living, skilled nursing and assisted living facilities. Mr. Rash also routinely represents landlords and tenants and property developers and has extensive experience drafting purchase and sale agreements, leases, easements, and development agreements. He also works with corporations in connection with structuring financial incentives from state and local governments.

Mr. Rash received his undergraduate degree from the University of Virginia and his law degree from the University of Richmond. He is a former law clerk to the Honorable James R. Spencer, U.S. District Court for the Eastern District of Virginia, 2004-2005, and is a member of the Fourth Circuit Judicial Conference. Mr. Rash is a recent speaker on Virginia foreclosures and commercial loan transactions.

Louis J. Rogers, Capital Square Realty Advisors, LLC / Glen Allen (Expand/Collapse Bio)

Louis J. Rogers, author of chapter 15, the founder and chief executive officer of Capital Square Realty Advisors, LLC (CSRA), specializes in the creation and management of commercial real estate investment programs for Section 1031 exchange investors and cash (non-1031) investors using the Delaware Statutory Trust structure.

Also, Mr. Rogers is founder and chief executive officer of Rogers Realty Advisors, LLC, a private equity and investment banking firm that manages real estate funds and provides investment banking services for owners, operators, developers, managers and sponsors of real estate programs, including DST and tenant-in-common (TIC) programs, REITs and real estate funds. He was Managing Director – Private Programs at a national brokerdealer and CEO of a national FINRA-licensed broker dealer. He is a nationally recognized authority in structuring securities offerings for real estate investments and serves as a consultant and expert witness on Regulation D private placements, non-traded REITs, Section 1031 exchanges, DST and TIC programs, real estate funds, and issues related to broker-dealers and registered investment advisors.

In 1998, Mr. Rogers assisted in the formation of Triple Net Properties, LLC as outside legal counsel before being named president and board member in 2004. Under Mr. Rogers’ leadership, Triple Net became the nation’s largest sponsor of securitized Section 1031 exchange programs. While at the firm, he was responsible for the syndication of more than $4 billion of real estate in over 100 offerings, including DSTs, TICs, REITs and real estate funds that acquired office, government, multi-family, retail and healthcare properties throughout the United States.

From 1987 to 2004, Mr. Rogers was a partner with Hirschler Fleischer, a prestigious law firm based in Richmond, Virginia. He founded and led the firm’s Real Estate Securities Practice Group, one of the largest of its kind. Mr. Rogers earned a Bachelor of Science from Northeastern University in 1979 (with highest honors), as well as a Bachelor of Arts (with honors) in 1981 and a Master of Arts in 1985 in jurisprudence from Oxford University. He also earned a Juris Doctorate in 1984 from University of Virginia School of Law. Mr. Rogers was a member of the adjunct faculty at the Marshall- Wythe School of Law at the College of William and Mary in Williamsburg, Virginia from 1993 to 1996 and the University of Virginia School of Law from 1995 to 2000, where he taught “Real Estate Transactions and Finance.” He was licensed as a securities principal and broker with FINRA.

Mr. Rogers is active in many bar and real estate security trade groups. He has served as chair of the Investment Program Association’s Section 1031 Exchange Committee; founding trustee, director and chair of the Legislative and Regulatory Committee of TICA; a member of the Board of Governors of the Virginia State Bar, Real Property Section; and a member of the Real Estate Committee of the American Bar Association’s Tax Section. He serves on the Board of the Greater Richmond Association for Commercial Real Estate (GRACRE). Mr. Rogers has an AV Peer Review Rating† and was named as one of the top lawyers in Virginia in 2006 and 2008. He has written and lectured widely on real estate, tax and securities topics.

Robert A. Warwick, ThompsonMcMullan PC / Richmond (Expand/Collapse Bio)

Robert A. Warwick, author of Chapter 19, who retired from active practice at the end of 2014 after over 40 years in practice, has worked closely with management in tax-efficient structuring of acquisitions, dispositions (privately and through public offerings), and internal reorganizations including transactions involving foreign businesses. Mr. Warwick has worked with tax regimes in a number of foreign countries. He has also represented corporate and other clients in tax controversies before the Internal Revenue Service, state taxing authorities, and federal and state courts, and advised clients regarding the organization and structure of profit and non-profit enterprises and business transactions. Mr. Warwick remains available to consult with other ThompsonMcMullan lawyers.

Mr. Warwick graduated With Distinction from Cornell Law School. He was a member of the Board of Editors of the Cornell Law Review and, upon graduation, was elected to the Order of the Coif. He also holds an MBA from Cornell and a Bachelor of Electrical Engineering from Rensselaer Polytechnic Institute. Prior to attending law school, he served as a naval officer in the Western Pacific area. Mr. Warwick is admitted to practice in Virginia and before the U.S. Supreme Court, the U.S. Court of Appeals for the Fourth Circuit, the U.S. Tax Court, and the U.S. District Court for the Eastern District of Virginia. He is a member of the Richmond Bar Association and its Corporate Counsel Section.

Mr. Warwick became of counsel to Thompson McMullan following his retirement as Tax Counsel for Reynolds Metals Company where he practiced for 16 years. Prior to joining Reynolds, he spent seven years as a senior tax attorney for Ford Motor Company in Michigan and four years in private practice in Ohio.

James L. Windsor, Kaufman & Canoles, PC / Virginia Beach (Expand/Collapse Bio)

James L. Windsor, author of Chapter 4, is the Managing Director of the Virginia Beach office of Kaufman & Canoles, P.C. and is the Chairman of the firm’s Real Estate Claims, Title Insurance and Mortgage Default Solutions Group. Mr. Windsor is an AV Preeminent-rated lawyer with over 30 years of experience and expertise in counseling and litigation involving title insurance, real property, construction, mechanics’ liens, bond claims, mortgage lending, creditors’ rights, and commercial and banking law. He earned a B.S. degree, cum laude, from James Madison University and a J.D. from the T.C. Williams School of Law at the University of Richmond. Mr. Windsor is a member of the Virginia State Bar, the American Bar Association, the Virginia Beach Bar Association, and the Virginia Land Title Association. Mr. Windsor lectures frequently before construction and real estate professionals, lenders, lawyers, and others involved in construction and real estate law. He has written a book, a law review article, and other articles on topics of interest to the construction and real estate industry. Mr. Windsor was selected by peers and recognized by Virginia Business Magazine as a member of “Virginia’s Legal Elite” in 2003, 2004, 2007-2014 in the area of Construction Law. He was also listed in Virginia Super Lawyers for 2006, 2010-2013, and 2015 in the area of Real Estate.

Clark H. Worthy, Gentry, Locke, Rakes & Moore, LLP / Roanoke (Expand/Collapse Bio)

Clark H. Worthy, author of Chapter 3, is a partner in the commercial practice section of Gentry, Locke, Rakes & Moore, LLP. Mr. Worthy advises clients regarding commercial real estate matters including purchases, sales, leases, tax free exchanges and financings. He also handles matters involving gift and estate planning techniques and represents fiduciaries in the administration of trusts and estates trust, and matters involving sales, mergers, acquisitions, and financing of businesses. Mr. Worthy received his J.D. in 1993 from Washington and Lee University School of Law and a B.S. in Finance in 1986 from the University of Virginia, McIntire School of Commerce.

Eric V. Zimmerman, Rogan Miller Zimmerman, PLLC / Leesburg (Expand/Collapse Bio)

Eric V. Zimmerman, co-author of Chapter 2, is a principal of Rogan Miller Zimmerman, PLLC located in Leesburg, Virginia. He was admitted to the Virginia Bar in 1975 and currently focuses is practice in the areas of real estate, estate planning and providing general counsel to his clients. He graduated from University of Virginia with a degree in Russian Area Studies and the New England School of Law in Boston. Mr. Zimmerman has authored several articles and participated as a presenter and moderator for CLE events. He has been a member of the Real Property Section of the Virginia State Bar for over two decades, serving two terms on the Board of Governors. In 1999 he received the Tradition of Excellence Award from the Virginia State Bar in recognition of his efforts with his community, including serving as Mayor of his hometown of Purcellville.

Prices

Print - $195
Download - $195
CD-ROM - $195
USB Flash Drive - $195
Both Print and Download - $220
Both Print and CD-ROM - $220
Both Print and USB Flash Drive - $220
Purchase Options
  • Add to Cart
Related Products

CONTACT US

Our Address

  • 105 Whitewood Road
    Charlottesville, VA 22901

JOIN OUR MAILING LIST:

  • Virginia CLE® is the non-profit educational division of the Virginia Law Foundation.

© 2016 Virginia Law Foundation