September 29, 2025

Commercial Real Estate Lawyer: How They Help with Transactions

Commercial property deals are exciting—new spaces, new customers, new revenue streams. They’re also complex, deadline-driven, and packed with legal traps that don’t appear in residential files. If you’re signing a lease, buying a building, selling land, or financing a development in Alberta, the right commercial real estate lawyer can be the difference between a smooth closing and costly headaches.

In this guide, we’ll walk you through how a firm like Nigro Manucci supports every phase of a commercial transaction—without the legalese. Think of this as the practical, plain-English companion you wish you had before you met your lender, landlord, or buyer.

[sora: modern Alberta office building at golden hour with business people walking past; clean, professional city vibe]
Alt text: commercial real estate lawyer in Alberta — Nigro Manucci

Key Takeaways

Commercial isn’t residential. Leases, financing, environmental due diligence, estoppels, SNDAs, and title issues are more intricate—and time sensitive.
Your lawyer is your risk manager. From letters of intent to closing, Nigro Manucci identifies, explains, and negotiates the details that protect your position.
Due diligence drives value. Good lawyering surfaces issues early (zoning, contamination, encroachments, use clauses, assignments) so you can price or structure deals accordingly.
Clear documents, clean closings. Tight contracts, precise conditions, and a disciplined closing checklist keep money and titles moving on time.
Financing needs precision. We don’t secure or structure funding, but we prepare and register the required documentation, review loan terms, and coordinate title and PPSA registrations to make funding day uneventful.

The Big Picture: What a Commercial Real Estate Lawyer Actually Does

At a high level, your lawyer’s job is to reduce uncertainty. Commercial transactions have more moving parts—more parties, more documents, and more ways for a minor oversight to become a major expense. Nigro Manucci helps you:

Map the deal from LOI to closing (so deadlines don’t collide).
Identify risks (legal, title, zoning, environmental, financial).
Negotiate terms that reflect the real risks and the real economics.
Paper the deal clearly (so there’s no ambiguity six months later).
Close on time, with correct funds flow and registrations.

Let’s unpack that across purchase/sale, commercial leasing, and financing.

Buying or Selling a Commercial Property

Phase 1: Strategy and the Letter of Intent (LOI)

An LOI sets the headline terms: price, deposit, timing, due diligence windows, and conditions. While it’s often “non-binding,” language in an LOI can still box you in later.

How Nigro Manucci helps:

Keeps the LOI high-level where it should be—and specific where it matters (e.g., exclusivity, access, timelines).
Ensures due diligence is long enough to be real, not rushed.
Flags items that must survive into the purchase agreement (representations, indemnities, environmental scope).

Anecdote: A Sherwood Park client negotiating a warehouse bought themselves an extra 15 days of environmental due diligence at the LOI stage—time we used to surface a historical tank removal. That extra clause saved a lot of stress and shaped the final price.

[sora: lawyer and client reviewing a term sheet at a conference table with architectural plans]
Alt text: commercial transaction term sheet review — Nigro Manucci Sherwood Park

Phase 2: Due Diligence—Where Value Is Won (or Lost)

Due diligence is more than a title search. For commercial assets, it commonly includes:

Title & Survey: Easements, encroachments, restrictive covenants, rights-of-way, validation of legal access, and parcel descriptions.
Zoning & Use: Confirming permitted uses, parking ratios, signage allowances, loading/egress, and any non-conforming use risks.
Leases & Rent Roll (if income property): Reviewing assignments, options, renewal rights, termination rights, exclusive use clauses, CAM reconciliations, and arrears.
Estoppel Certificates: Tenant confirmations about rent, deposits, defaults, and term—so you know the income you’re buying is real.
Environmental: Phase I ESA (and Phase II if indicated), plus historical records. Allocation of remediation risk is key.
Municipal/Building Compliance: Outstanding work orders, code issues, or encumbrances that could follow the property or owner.
Corporate Authority: If the seller or buyer is a corporation, resolutions and officer authority must be in place.

How Nigro Manucci helps:

Coordinates the due diligence calendar and document requests.
Reads the documents, then translates them into plain English risk memos.
Negotiates corrections, price adjustments, or holdbacks where needed.

Phase 3: The Purchase and Sale Agreement (PSA)

A strong PSA turns due diligence into clear obligations. Core provisions include:

Representations and Warranties: What the seller promises is true (title, environmental, leases, litigation, taxes).
Covenants: What each party must do between signing and closing (deliver estoppels, maintain insurance, no new leases without consent).
Conditions: Financing, due diligence, third-party consents (e.g., landlord or municipality), and how/when they’re waived.
Adjustments: Taxes, rents (if any), security deposits, utilities, and CAM—calculated as of 12:01 a.m. closing day.
Indemnities & Survival: What survives closing (and for how long).
Remedies & Caps: Limits on liability, baskets, and exclusive remedies.

How Nigro Manucci helps: We draft, negotiate, and explain the PSA so you understand what you’re promising and what you’re getting.

Phase 4: Closing—Funds, Title, and Documents

Commercial closings involve coordinated delivery of money, releases, and registrations. Typical items include:

Transfers and affidavits, corporate resolutions, officer’s certificates.
Discharges of old encumbrances and registrations of new ones.
Title insurance arrangements (if appropriate).
Funds flow statements and trust conditions.
Final walk-throughs and possession logistics.

Our role: Orchestrate the checklist, confirm registrations, and ensure the funds flow matches the deal—so possession day is uneventful.

Commercial Leasing: Protecting Your Business Between the Lines

Why Commercial Leases Are Not “Fill-in-the-Blank”

Unlike residential, commercial leases are heavily negotiated and very long. A “standard form” is usually the landlord’s wish list. The economic value of your business can be swayed by a single paragraph on operating costs, maintenance, or relocation rights.

[sora: business owner and lawyer marking up a commercial lease in a bright office]
Alt text: commercial lease negotiation by business lawyer — Nigro Manucci

Key Clauses That Deserve a Lawyer’s Pen

Use and Exclusivity: Do you have the right to operate your exact business? Are you protected from direct competitors in the same plaza?
Assignment and Subletting: Can you sell your business or sublet a portion without unreasonable consent blocks or profit-sharing provisions?
Operating Costs (CAM): What’s included/excluded? Are capital expenditures passed through? Is there an audit right?
Repairs and Maintenance: Who pays for structural, roof, and mechanical systems? Are replacements treated as capital?
Relocation & Renovation: Can the landlord move you? If so, who pays to re-fit the space, and what’s the notice period?
Options to Renew/Extend: Is rent defined clearly (e.g., fair market rent mechanics), and when do you have to give notice?
Tenant Improvements & Allowances: Timing of allowance payments, lien waivers, and deficiency responsibilities.
Insurance & Indemnities: Coverage minimums, cross-liability clauses, and mutual indemnities.
Default & Remedies: Cure periods, acceleration rights, and the right to re-enter.
Personal Guarantees: Scope, limits, burn-off provisions after a period of good standing.

How Nigro Manucci helps: We mark up the landlord form, explain the trade-offs, and push for reasonable protections—especially where a clause could harm your ability to sell your business later.

Landlord/Lender Interfaces: Estoppels and SNDAs

Tenant Estoppel Certificates: You confirm the lease status for the landlord’s buyer or lender. We verify these against the lease to avoid accidentally giving up rights.
SNDAs (Subordination, Non-Disturbance, and Attornment): If the landlord’s lender forecloses, will your tenancy survive? We make sure the “non-disturbance” actually works in practice.

Financing and Security: Precision Over Promises

A strong financing package demands clean registrations and consistent documents. While Nigro Manucci does not secure or structure your funding, we review loan documents, prepare and register the necessary security, and coordinate with your lender to ensure funding can proceed on schedule.

Typical Alberta Financing Documents

Commitment Letter & General Security Agreement (GSA): Sets terms and takes security over personal property (inventory, equipment, receivables).
Mortgage/Charge on Land: Registered against title for real property security.
Assignments of Leases & Rents: For income properties.
Guarantees: Personal or corporate, with limits and burn-off discussions where appropriate.
PPSA Registrations & Searches: Confirm priority, catch conflicts, and ensure perfection.
Insurance Certificates & Opinions: Evidence of coverage and legal opinions where required.

Our role: Align the legal paperwork with the lender’s checklist, identify any red flags in covenants or defaults, and register what needs to be registered so funds can be released.

[sora: close-up of land title documents and PPSA search results on a desk with a laptop]
Alt text: Alberta land title and PPSA registration support — Nigro Manucci

Risk Management You Can Feel on the Bottom Line

Environmental and Zoning

A beautifully staged building can hide a former dry-cleaner use or a buried tank. We make sure environmental due diligence is built into the schedule, with clear allocation of cost and risk if something is found. On zoning, we confirm your intended use is permitted and that there are no “gotchas” around parking, signage, or setbacks.

Titles, Easements, and Access

We read the registrations that most people skim: rights-of-way, utility easements, restrictive covenants, and building schemes. A seemingly harmless easement can stop a planned renovation or expansion. Better to learn that during negotiations than after closing.

Leases in Income Properties

If you’re buying a tenanted property, the leases are the asset. We reconcile the rent roll to the leases, review estoppels, and highlight exposure—like upcoming expiries without renewals, exclusive use conflicts, or tenants with early termination rights.

Seller Perspective: Getting to a Clean Exit

Selling a commercial asset is easier when you anticipate what the buyer (and their lender) will ask for:

Assemble leases, amendments, estoppels, and compliance letters early.
Resolve obvious title defects and discharge dormant registrations.
Prepare a concise disclosure schedule; don’t hide issues—price them.
Cooperate on inspections and provide timely responses to document requests.

How Nigro Manucci helps: We get your house in order, draft the PSA to match your goals, and keep the closing timeline realistic so momentum never stalls.

Buyer Perspective: Paying the Right Price for the Real Asset

Buyers often overpay by ignoring intangible risks. We advocate for:

Conditional periods that allow real diligence (not just a week to skim documents).
Access rights to inspect, test, and interview property managers/tenants where appropriate.
Price or holdback adjustments when diligence surfaces fixable issues.
Clear closing conditions tied to actual deliverables (e.g., specific estoppels received).

When the paperwork matches the economics, closings feel almost boring. That is a compliment.

A Day in the Life: A Sherwood Park Scenario

A growing Sherwood Park retailer found the perfect 8,000-sq-ft unit in a busy plaza. The landlord’s “standard” lease seemed fine—until we looked closely:

The use clause was narrow; a future product line would have breached it.
The operating cost definition allowed capital upgrades to be passed through without limit.
The relocation right had no cap on the tenant’s downtime or moving costs.
The landlord’s lender required an SNDA that subordinated the lease with a weak non-disturbance provision.
The landlord asked for a broad personal guarantee with no burn-off.

What we did (Nigro Manucci):

Expanded the use clause and secured an exclusive within a defined radius.
Tightened CAM language and carved out capital costs, except where they reduce operating costs (e.g., energy retrofits) and with an annual cap.
Added relocation cost coverage, fit-up standards, and downtime rent abatement.
Negotiated a true non-disturbance—if the lender forecloses, the lease stays.
Limited the personal guarantee with a burn-off after 24 months of on-time payments.

The client signed a lease that supported growth rather than boxing them in—and six months later, they added a profitable product line that would have violated the original use clause.

Closing Mechanics: Checklists Prevent Chaos

Commercial closings feel complex because there’s more to coordinate:

Final documents: Executed PSA or lease, estoppels, SNDAs, assignments, resolutions.
Funds flow: Deposits, holdbacks, adjustments, lender advances, trust transfers.
Registrations: Discharges of old encumbrances; new charges, caveats, or transfers.
Title insurance: If selected, policies coordinated to match lender/owner needs.
Possession logistics: Keys, codes, equipment lists, meter reads, vendor intros.

Nigro Manucci runs the checklist, chases signatures, confirms registrations, and keeps lines open between parties so closing day is quiet—the way it should be.

[sora: closing table with labeled folders, funds flow statement, and keys]
Alt text: commercial real estate closing coordination — Nigro Manucci

When Things Go Sideways

Even with great planning, disputes happen—missed repair obligations, CAM reconciliation fights, delayed tenant allowances, or post-closing title surprises. The best time to solve disputes is before they escalate.

Read the documents first. Most answers are already in the lease or PSA.
Gather facts. Emails, invoices, photos—specifics beat generalities.
Propose a path. A reasonable, written plan (with dates) is easier to accept.
Escalate proportionately. From lawyer-to-lawyer letters to mediation or litigation if needed.

Our role: Frame the issue, lean on the contract, and resolve it at the right temperature.

Practical Tips If You’re About to Start a Deal

Talk to your lawyer early. Small tweaks to an LOI can prevent big problems later.
Set a real timeline. Build in enough time for environmental and tenant estoppels.
Budget beyond price. Legal, environmental, survey, lender, and registration costs are part of the real number.
Document decisions. If something material is agreed verbally, get it in writing.
Know your non-negotiables. If a clause limits growth or saleability, flag it as a must-fix.

Why Work with Nigro Manucci

Since 1972, Nigro Manucci has helped Alberta businesses buy, sell, lease, and finance commercial properties with confidence. Clients rely on us for:

Clear explanations. We translate dense documents into practical decisions.
Seasoned negotiation. We push for protections that matter—and trade what doesn’t.
Disciplined closings. Checklists, trust conditions, and registrations done right.
Aligned financing support. We don’t source funding, but we prepare and register the necessary documentation, review loan terms, and keep funding day on track.
Long-term support. From renewals and assignments to expansions and exits, we stay with you.

Next Step

If you’re planning a commercial purchase, sale, lease, or refinancing in Alberta, speak with Nigro Manucci before you sign. We’ll map the path, manage the risk, and keep your closing on schedule. Book a consultation to get practical legal guidance tailored to your transaction.