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									                                     COURSE SYLLABUS

                   LEGAL ISSUES IN REAL ESTATE DEVELOPMENT

                                            RED 562
                                           Spring 2010
                                           Wed. 6-9:50

                                         Chris K. Safarian
                                           213-955-5683
                                   csafarian@allenmatkins.com
                                         ksafaria@usc.edu




Course Content and Goals.

RED 562 is an intensive course on the study of various subjects in the law applicable to real
estate development and the application of such laws in the context of acquiring, financing,
developing, managing and disposing of real estate.

The course is designed to familiarize you with the various complex legal issues involved in real
estate development and give you the necessary tools to navigate them. During the course of the
semester, you will learn to identify legal issues, avoid legal problems, negotiate and structure the
acquisition, finance, development, management and disposition of real estate, and to use your
legal counsel effectively and efficiently.

The course will begin with an introduction to the history of the law and the approach to studying
the law within the context of real estate. Throughout the course, we will cover various areas of
the law including contracts, real and personal property, environmental, corporate, tax,
constitutional , bankruptcy and torts.

In each segment of the course, we will begin with a general overview of the law applicable to the
subject matter. Thereafter, we will apply the legal concepts in the context of actual transactions
including, letters of intent, purchase and sale agreements, notes, deeds of trust and other finance
documents, leases, construction and architect's agreements, management agreements, franchise
agreements, and entity documents.




                                                                  LEGAL ISSUES IN REAL ESTATE DEVELOPMENT
Reading.

The course text is Klayman & Karp, Real Estate Law (7th Edition 2009). Assigned reading is set
forth on the attached course outline/schedule. In addition, we will read articles and review
documents relevant to the subject matter in each segment of the course – I will advise you of the
need to download these additional materials from Blackboard in advance.

Examinations.

We will have two (2) in-class (closed book) exams – a midterm exam and a final exam (see
attached course outline for exam dates). The midterm exam will cover course material covered
as of the date of the midterm and the final will be comprehensive.

Grading.

Class Participation (10%) – Class attendance and participation in class discussion.
Midterm Exam (40%)
Final Exam (50%)
Paper (Optional) You may write a 10-15 page paper on a topic covered in the course that is of
particular interest to you. If you would like to write a paper you must submit a topic to me in
advance. Papers will be due March 13th.. Submission of a paper can only improve your overall
grade in the class.

Student Papers.

Returned paperwork, unclaimed by a student, will be discarded after four weeks and hence will
not be available should a grade appeal be pursued following receipt of his/her grade.

Students with Disabilities.

Any student requesting academic accommodations based on a disability is required to register
with Disability Services and Programs (DSP) each semester. A letter of verification for
approved accommodations can be obtained from DSP. Please be sure the letter is delivered to
me as early in the semester as possible. DSP is located in STU 301 and is open 8:30 a.m. - 5:00
p.m., Monday through Friday. The phone number for DSP is (213) 740-0776.

Academic Integrity.

The University as a place of learning is necessarily dependent upon the highest standards of
personal and intellectual integrity. As members of the academic community, we all share the
responsibility for maintaining this environment so that the enterprise may flourish in an open and
honest way. An individual who is unwilling or unable to support these standards should not be
allowed to remain in the University.




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                            Course Outline/Schedule



Date               Topic                    Subjects                     Reading

1/12   Introduction to Course    Introductions;
                                 Administrative Matters –
       Introduction to the Law   Overview of Course;

                                 Sources of law.
                                 Relationship between
                                 various sources of the
                                 law. Where to find the
                                 law.

       Property                  What is property? Real        22-37; 40-65; 184-204;
                                 vs. personal property.
                                 Other interests in real
                                 property. Easements and
                                 other non-possessory
                                 rights

1/19   Property Continued        Estates in land; Various      68-82; 84-104; 108-132
                                 forms of holding title;
                                 condos, coops, time
                                 shares & REITS

       Contracts                 Elements of a contract;       208-233
                                 parol evidence and the
                                 statute of frauds; statute    Bernhardt Article
                                 of limitations; implied
                                 contracts; joint and
                                 several liability;
                                 assignment;
                                 unenforceable contracts;
                                 conditions;
                                 representations and
                                 warranties; third party
                                 beneficiaries; time is of
                                 the essence; default and
                                 remedies; boilerplate.

1/26   Agency and Brokerage      What is a listing             264-295
                                 agreement? What are the
                                 rights and obligations of     CAR Listing Agreement



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                              each party to listing
                              agreement. General
                              principles of agency law.

       Purchase and Sale      Letters of intent;            236-262; 440-457;
       Transactions           Purchase and Sale
                              Agreements; Due               Purchase and Sale
                              Diligence and Other           Agreements; PTR;
                              Contingencies; Closing        Owner's Title Policy;
                              Documents; Closing            Instructions; Closing
                              Costs; Casualty;              Statement
                              Condemnation; Breach;
                              Boilerplate. Independent
                              Consideration.

2/2    Purchase and Sale
       Transactions Cont'd

2/9    Finance Transactions   Term sheet/commitment         488-526
                              letter; construction loans;
                              bridge loans; permanent       Form Note; Deed of
                              loans; mezzanine loans;       Trust; Form Guaranty;
                              mortgage liens; lien          Form SNDA; Other
                              priority; liens on rents      Form Loan Documents;
                              and other personal            Lender's Title Policy
                              property; loan
                              documents; default and
                              remedies; antideficiency
                              laws.

2/16   Spring Recess

2/23   Midterm Exam                                         First half of class

       Real Estate Tax        Federal, state and local
                              income taxes;
                              deductions; depreciation;
                              capital gain; deferral of
                              gain recognition; 1031
                              exchanges; at-risk rules;
                              partnership taxation;
                              property tax; limits on
                              property taxation;
                              transfer taxes

3/2    Leasing                Nature of tenancy; rents;     134-182
                              term; CAM charges;



                                   -4-               LEGAL ISSUES IN REAL ESTATE DEVELOPMENT
                                 assignment and
                                 subletting; default and        Form Lease; Form
                                 remedies; residential,         Estoppel Certificate
                                 industrial and office
                                 leases; ground leases.

3/9    Construction Agreements   Licensing laws; contract       AIA Forms
                                 liability; subcontractors;
       Architect's Agreements    construction defect
                                 liability; mechanics'
                                 liens; surety bonds;
                                 contracts and AIA forms.


3/16   Management Agreements Property management;               Form Management
                             leasing agent agreement;           Agreement; Form
       Leasing Listing       agency law; hotel                  Franchise Agreement;
       Agreements            franchising.                       Comfort letter.

       Franchise Agreements

3/23   Business Entities         Corporations,                  Organizational
                                 partnerships, limited          Documents; Bylaws;
                                 liability companies;           Operating Agreement
                                 piercing the corporate
                                 veil; fiduciary duties; tax
                                 considerations; formation
                                 and documentation;
                                 REIT's, TIC's.

3/30   Environmental Law         Liability for                  626-647
                                 environmental
                                 contamination;
                                 environmental disclosure
                                 laws; hazardous/toxic
                                 discharge laws; clean air
                                 and water laws; liability
                                 for disposed waste;
                                 environmental insurance;
                                 environmental
                                 investigations and role of
                                 consultants in evaluation
                                 and remediation.

4/6    Torts                     Theory; duty; breach;          298-313
                                 causation; damage;
                                 intentional torts to



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                           person; to property;
                           demotion; fraud;
                           negligent torts; strict
                           liability; nuisance;
                           vicarious liability; joint
                           liability and comparative
                           fault

4/13   Insurance           Insurance Contract; types
                           of insurance and what is
                           covered/excluded;
                           insurers' defenses to
                           coverage; subrogation;
                           role of insurance agents

       Role of Lawyers     Engaging lawyers;               Form of engagement
                           ethical obligations of          letter; conflict waiver
                           lawyers; conflicts;             letter
                           managing legal
                           professionals

4/20   Review/Final Exam




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