Commercial Real Estate Attorney, Salem & the Willamette Valley

A commercial real estate attorney handles the legal side of buying and selling commercial property: drafting and negotiating the Purchase and Sale Agreement, reviewing the title report and its exceptions to confirm that everything is correct, running the legal part of due diligence, and making sure the documents signed at closing match the deal you actually made. Michael Paluska does that work for business owners, investors, and developers across Salem, Keizer, and the Willamette Valley, and he has been doing it for more than thirty years. Each agreement is drafted for the specific property and the specific transaction, not pulled from a form library.

What a commercial real estate attorney does

Commercial real estate is a transaction, not a lawsuit, and the work is transactional: putting the deal on paper correctly so it holds up when the property is later used, financed, or sold. In Oregon, most commercial closings run through a title and escrow company, and those companies handle the mechanics of closing well. They do not represent you, they do not negotiate your agreement, and they will not tell you whether the terms protect your side. That is the attorney’s job.

Michael reviews or drafts the Letter of Intent and the Purchase and Sale Agreement, reads the title report and every exception listed in it, coordinates the legal side of due diligence, and prepares or reviews the deed that transfers ownership under Oregon’s conveyancing law (ORS chapter 93). The form of the deed is chosen deliberately: a Statutory Warranty Deed, a Bargain and Sale Deed, and a Quitclaim Deed each carry different promises about title, and which one you give or receive changes what you can rely on later. One attorney stays with the file from the first conversation through the recorded deed.

One credential sets this practice apart. Michael is an attorney and also an Oregon Principal Real Estate Broker (license #201219516), and he operates a separate company, Paluska Real Estate, for clients who need a real estate broker instead of a real estate attorney. When he reads your agreement, he reads it the way commercial deals actually close in the Willamette Valley, because he closes them.

The Purchase and Sale Agreement is where the deal is won or lost

Most buyers and sellers negotiate the price and sign whatever agreement carries it. That is backwards. The Purchase and Sale Agreement is signed early, well before closing, and its terms decide what you can still walk away from, what you are bound to, and what it costs to be wrong. A few terms carry most of the weight:

• Earnest money and how it can be lost. How much sits at risk, when it becomes non-refundable, and exactly what has to happen for you to get it back.
• The due diligence period. The window to inspect the property, read the title and the leases, and confirm the numbers, with the right to walk away if what you find does not match what you were told.
• The financing contingency. Whether the deal survives if your lender changes terms late, and which side carries that risk.
• Representations, closing conditions, and remedies. What each side promises is true, what has to be delivered at closing, and what happens when it is not.

A Letter of Intent often comes first. It is usually non-binding on price and terms, but a loosely written one can bind you in ways you did not intend. Michael reviews the Letter of Intent before you sign it, so the real negotiation happens where it belongs, inside the Purchase and Sale Agreement.

Due diligence: what has to be checked before you are committed

Due diligence is the part of the transaction where problems are still fixable. Once the period closes and the earnest money goes hard, the advantage shifts to the seller, and a defect you find afterward becomes your defect. The legal review during that window covers the records that decide what a property is actually worth.

• Title and its exceptions. The title report lists every recorded interest against the property: liens, easements, restrictions, and reservations made by prior owners. The exceptions matter as much as the coverage, and Michael reads each one before you close. If Michael finds an exception that needs to be removed, he works with the title officer to have it removed before closing. That matters for the transaction closing now, and it matters again years later when the property is sold, so the same exception never comes back as your problem.
• Survey and boundaries. Where the lines actually run, whether a building or driveway crosses them, and whether the fence matches the deed.
• Zoning and permitted use. Whether the property can legally be used the way you intend to use it, and whether the improvements already on it were permitted.
• Leases and tenants in place. For a property that comes with tenants, the leases decide your income and your obligations. Estoppel Certificates and Subordination Agreements confirm what each tenant will say, and honor, after the sale.
• Recorded easements and access. Whether the property has legal access at all, and what rights cross it, are confirmed against the record, not assumed from the driveway.

Buying property through an entity

Many owners hold commercial property in a limited liability company, separating the real estate from the operating business and from personal assets. Deciding that before closing matters, because the deed should name the right buyer from the start; retitling a property after the fact creates work and cost that a short planning conversation avoids. Forming the entity correctly is part of the firm’s Business Formation work under Business Law, and tax-driven structures, including a tax-deferred exchange under Section 1031 of the Internal Revenue Code, are planned with you, Michael, and your CPA, so the legal documents and the tax strategy line up.

What happens when commercial property work is handled wrong

Commercial property problems rarely announce themselves at closing. They surface later, when the property is used, financed, or sold.

• Due diligence that never happened. An unrecorded access problem, a boundary that does not match the fence line, or a lien no one caught can surface after closing, when the price is paid and the room to renegotiate is gone.
• A Purchase and Sale Agreement no one negotiated. A pre-printed form agreement signed as-is usually favors the side that supplied the form. The contingencies, the deadlines, and the remedies are exactly where a review earns its cost.
• The wrong buyer on the deed. A deed recorded in an individual’s name when it should have named the entity, or the reverse, creates tax and liability problems that are expensive to unwind.
• Leases inherited without reading them. When a property comes with tenants, their leases come too. Owners often learn what a lease says the first time a tenant refuses to pay for a repair.

Who this is built for

This work is for clients who buy, sell, invest in, and develop commercial property in the Willamette Valley.

That includes the business owner buying the building instead of renting it; the investor placing property into an LLC; the developer assembling or dividing a parcel; and the owner selling a commercial property and wanting the agreement and the deed done right. Many clients come by referral from their CPA, their banker, or their broker.

What working with Paluska Law looks like

Every engagement follows the same path, whether you are buying a building or selling one.

Pricing

Commercial real estate matters are quoted as an estimated fee range after a short conversation, once the scope of the transaction is clear.

The actual amount will depend on the property, the documents, and the complexity of the transaction. Michael will try to estimate the cost and expenses before he starts his work, so there are no surprises.