Real Estate Contract Disputes

Common Commercial Real Estate Disputes

Commercial real estate disputes tend to follow predictable patterns, even when the property type and transaction structure vary.

• Purchase and sale agreement disputes. These cases often turn on contract interpretation, closing readiness, and whether parties complied with notice and cure requirements. Common issues include competing readings of deadlines, financing contingency language, inspection rights and objection procedures, title cure obligations, closing condition satisfaction, and notice provisions. The dispute isn’t only what the contract says. It’s whether the parties built a clean documentary record showing readiness to perform, proper exercise of rights, and compliance with contractual procedures.
• Earnest money and deposit disputes. Deposit fights often become the first real leverage battle because they involve immediate cash and immediate positioning. Buyers want return of the deposit based on seller default, unsatisfied conditions, or title defects. Sellers want to retain the deposit as liquidated damages for buyer breach. The outcome often turns on specific contract language (liquidated damages versus deposit retention), the record of default and notice, opportunity to cure, and whether the breaching party substantially performed.
• Misrepresentation and fraud in commercial transactions. Problems arise when the marketed story doesn’t match property reality. Disputes tied to building condition misrepresentations, operating expense projections that don’t hold up, tenant stability claims contradicted by lease files, undisclosed prior repair work or code violations, environmental conditions, or known defects can shift a deal dispute into fraud and Chapter 93A litigation. In commercial transactions between businesses, M.G.L. c. 93A, § 11 can provide meaningful remedies when the conduct is unfair or deceptive in a business context.
• Title defects and encumbrance disputes. Title issues derail closings and financing. An easement conflict, unrecorded restriction, boundary dispute, adverse possession claim, mechanic’s lien, judgment lien, or competing ownership interest can block financing and prevent a buyer from taking marketable title. Title disputes often require litigation strategy that fits the available remedies, including quiet title actions, declaratory judgment to resolve title interpretation issues, and negotiated title settlements when document exchange won’t resolve the problem.
• Lis pendens strategy and dissolution practice. In disputes that affect title to real property, parties often file a notice of lis pendens under M.G.L. c. 184, § 15 to provide constructive notice and protect their claim against subsequent purchasers or encumbrances. Defendants often respond with motions to dissolve the lis pendens or special motions to dismiss under the anti-SLAPP statute. These threshold battles can decide leverage and settlement posture early in litigation.
• Specific performance and injunctive relief disputes. Commercial buyers and sellers often litigate because the property is unique, the financing is structured around the specific asset, or the business plan depends on that location or use. The legal question is whether the record supports a court order compelling performance, and whether the client can carry the practical and evidentiary burden that comes with that equitable remedy, including showing inadequate remedy at law and ability to perform.
• Boundary disputes and adverse possession claims. Conflicts over property lines, encroachments, fence line disputes, driveway and access disputes, and adverse possession claims that threaten title or marketability. These cases often require surveys, title examination, historical deed research, and expert testimony on boundary interpretation and Massachusetts adverse possession law.
• Easement disputes and access rights. Litigation over easement scope, maintenance obligations, termination rights, prescriptive easements, easements by necessity, and whether easement rights are being exceeded or blocked. Common in development projects, landlocked parcels, shared access situations, and utility easement conflicts.
• Contract contingency and financing condition disputes. Fights over whether financing contingencies were satisfied, whether inspection contingencies were properly exercised, whether permit or zoning approval conditions were met, and whether buyers or sellers complied with notice deadlines and good faith obligations in satisfying or waiving conditions.
• Solar development real estate disputes. Solar projects commonly involve option agreements, ground leases, access easements, PILOT agreements, assignment provisions, development milestone obligations, and termination provisions that don’t operate cleanly once projects hit delays or economic challenges. These matters often turn on site control documentation, option exercise procedures, milestone compliance, and assignment rights rather than regulatory or permitting issues.
• Cannabis real estate disputes. Cannabis operators face premises control disputes, landlord approval delays, buildout allocation fights, use clause restrictions, regulatory compliance timeline conflicts, and lease termination disputes. The legal work is typically contract enforcement and dispute resolution tied to possession, lease obligations, damages calculation, and negotiated exits, not licensing or regulatory counseling.
• Closing failure and damages disputes. Cases where deals fail to close and parties dispute who defaulted, what damages are recoverable, whether lost opportunity costs are compensable, and how to calculate reliance damages, carrying costs, lost financing, and business losses.
• Partnership and joint venture real estate disputes. Conflicts among co-owners, partners, or joint venture members over development decisions, capital contributions, profit distribution, buy-sell rights, deadlock resolution, and dissolution of real estate partnerships or LLCs.

In many cases, both sides believe they’re right until the purchase and sale agreement, the closing documents, the title examination, the notice history, and the communications trail tell the actual story. The work is controlling that record before positions harden and litigation becomes unavoidable.

Our Services 

We handle commercial real estate disputes as litigation with practical business objectives. Some clients need a closing to proceed. Some need a clean exit with their deposit. Some need to protect title and financing. Some need to enforce site control or terminate a problematic deal. The strategy depends on the remedy the client actually needs and can realistically obtain.

Here’s how we help:

Early case assessment and record control

We review the purchase and sale agreement and related documents (escrow instructions, title commitments, inspection reports, financing documents), communications between parties, default notices, cure correspondence, and critical timelines, then identify viable claims, defenses, and leverage points that will matter in court and settlement negotiation.

Pre-suit strategy and demand planning

Many real estate disputes turn on whether parties properly used the contract before litigation. We help clients issue compliant notices, preserve cure rights, build a clean tender of performance record, properly exercise contingencies and rights to terminate, and avoid procedural missteps that weaken remedies later.

Litigation for contract interpretation and enforcement

When contract language is driving the conflict, we litigate interpretation and enforcement issues with focus on the provisions that actually decide the dispute: closing conditions, financing contingencies, title cure obligations, notice and default provisions, liquidated damages clauses, and remedies available to each party.

Specific performance and injunctive relief

When the client needs the deal enforced or needs emergency relief to prevent irreparable harm (such as sale to a third party, property waste, or loss of development rights), we pursue and defend requests for specific performance and temporary restraining orders with evidentiary records built for expedited hearings.

Title dispute and title clearing litigation

Where a closing or financing is blocked by title defects, we evaluate the most direct path to clear title through negotiation, title settlement, or targeted litigation. This can include quiet title actions under M.G.L. c. 240, declaratory judgment actions under M.G.L. c. 231A to resolve title interpretation disputes, and enforcement actions to remove invalid liens, restrictions, or encumbrances.

Lis pendens motion practice

We file notices of lis pendens under M.G.L. c. 184, § 15 when appropriate to protect clients’ claims affecting title, and we prosecute and defend motions to dissolve lis pendens and special motions to dismiss, with focus on the threshold questions courts examine: whether the claim truly affects title, whether there’s a reasonable basis for the claim, and whether the filing is being used as litigation harassment.

Damages calculation and business impact framing

Many real estate disputes are decided by damages leverage: carrying costs, lost rental income, lost development opportunity, financing impacts, reliance costs, and consequential business losses. We build damages cases around credible models supported by financial documents, expert analysis where needed, and proof that ties losses to the breach.

Boundary and easement dispute resolution

We handle boundary disputes through survey analysis, deed research, title examination, and litigation when necessary, including adverse possession defense, prescriptive easement claims, and boundary line agreement negotiation.

Settlement and transaction restructuring

When matters resolve, we document settlements in ways that prevent future disputes, including detailed releases, title clearing steps, escrow instructions and disbursement, mutual performance timelines, deed restrictions or easement grants where appropriate, and enforcement mechanisms.

Who We Serve

We represent clients throughout Massachusetts in commercial real estate disputes and high-stakes property litigation. We do not handle zoning appeals, permitting advocacy, or general land use matters.

Our clients commonly include:

• Buyers, sellers, and investors involved in commercial purchase and sale agreement disputes, earnest money disputes, failed closings, misrepresentation claims, and contract interpretation litigation.
• Developers and project principals dealing with site control disputes, option agreement enforcement, contract disputes tied to development timelines and milestones, and partnership or joint venture conflicts over real estate projects.
• Property owners and business operators facing title defects that impair marketability or financing, easement disputes, boundary conflicts, and disputes that threaten operations or property value.
• Commercial landlords and tenants with real estate disputes that go beyond lease enforcement, including purchase option disputes, right of first refusal conflicts, and property condition misrepresentation claims.
• Solar and renewable energy developers facing contract disputes over site control, ground lease and option terms, access rights, assignment provisions, milestone compliance, default, termination, and project exit negotiations.
• Cannabis operators and related businesses facing premises control disputes, landlord approval delays, use restriction conflicts, lease termination, and buildout cost allocation fights.

If you’re searching for a real estate litigation lawyer in Massachusetts, a commercial property dispute attorney in Boston, or counsel for a purchase and sale dispute, title defect, or lis pendens matter, the critical factors are the same: understanding the contract and title framework, building a strong documentary record, and acting before the closing date passes or title issues become permanent clouds.

The CLP Approach

We treat commercial real estate disputes as document-driven litigation with high business stakes. We start by defining the objective in business terms: does the client need the deal to close, need to terminate and recover the deposit, need title cleared for financing, need possession protected, or need an orderly exit from a problematic transaction? Then we secure the documentary record that will decide the case: the purchase and sale agreement, the closing file, title examination and commitments, survey and boundary documents, notice correspondence, and communications that show how the dispute evolved and who acted in good faith.

From there, we build a strategy that fits the forum, the remedy, and the timeline. Some matters require immediate injunctive relief to protect a closing, preserve financing, or prevent sale to a third party. Others require targeted litigation focused on contract interpretation, title clearing under M.G.L. c. 240, or damages recovery. Where title is at stake, we plan around the Massachusetts statutory framework for title disputes and lis pendens practice under M.G.L. c. 184, § 15, with attention to threshold issues that decide whether claims survive early motion practice.

Representative Experience 

CLP attorneys have represented commercial real estate buyers, sellers, and developers in Massachusetts in purchase and sale agreement disputes involving contract interpretation conflicts, closing condition satisfaction, title defect resolution, and competing default claims. We’ve litigated lis pendens dissolution motions, pursued specific performance and injunctive relief, and resolved complex title issues through negotiation and litigation. Our approach focuses on building clean documentary records, using targeted motion practice to resolve threshold issues, and positioning matters for favorable resolution or trial when settlement isn’t achievable on acceptable terms.

Talk With A Massachusetts Commercial Real Estate Dispute Lawyer

If you’re facing a commercial real estate dispute involving a purchase and sale agreement, a failed closing, an earnest money dispute, a title defect, a boundary conflict, or a lis pendens fight, delay usually costs leverage. Closing dates pass. Deposits get forfeited. Financing falls through. Title clouds harden.

A focused review of the purchase and sale agreement, the closing file, the title examination, and the notice trail can clarify legal position, identify claims and defenses, and establish the fastest path to resolution through negotiation or litigation.

Contact Cole Law Partners, P.C. to discuss a commercial real estate dispute in Massachusetts and develop a practical litigation strategy for contract enforcement, title clearing, or damages recovery.