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Sullivan’s Real Estate Group is nationally recognized for representing real estate developers and operators, and institutional, family office and non-US investors in every aspect of the commercial real estate industry and global capital markets.

Development in central London

In a rapidly adapting real estate capital market, we are focused on advising our clients on the latest developments in alternative investment structures and opportunities in individual and programmatic real estate projects, joint ventures and private real estate funds. Given our attorneys’ reputations and networks, we are a full service resource for foreign-based investors looking to enter the U.S. market. Wherever based, our clients need pragmatic and efficient execution of their projects, as well as skilled navigation of obstacles that might otherwise get in the way of their Next.

Clients know us as innovative problem-solvers who take sophisticated real estate projects and investments from idea through exit. Our clients rely on us for counsel regarding risk and opportunity in connection with each transaction, including:

  • Acquisitions and dispositions
  • Development
  • Finance and Private Equity investments and fund formation
  • Zoning and permitting, environmental compliance and public infrastructure
  • Affordable Housing
  • Workouts
  • Leasing
  • REITs

Clients

Serving as general counsel for development projects across asset classes from hospitality, to mixed use, to luxury condominiums, to state-of-the-art student housing and everything in between, is a special focus of our practice, demonstrated by our work on iconic, large-scale development projects, such as:

  • Retail project development for one of the region's major supermarket chains
  • Assisted living projects
  • Apartment and condominium development projects
  • Health care and biotechnology facility projects

Owners, developers, investors, lenders, tenants and other real estate entities turn to us for advice and representation in projects of all sizes. 

Representative Client Work

  • Completed the transfer of over 65 leasehold interests covering over two million square feet of office space throughout the United States in conjunction with the spin-off of a new company from a national financial services company
  • Represented lending group providing acquisition and renovation financing for a Class B+ office building in Washington, D.C. ($200 million)
  • On-going representation of the largest independent restaurant owner in New England, one of the country's largest supermarket operators and the country's leading retail pet care supplier
  • Served as counsel to REITs and real estate operators in raising over $4 billion through the sale of debt and equity securities in the past four years
  • Nationwide leasing of more than six million square feet of Class A office space for a Big 4 accounting firm
  • The development of Boston's World Trade Center, consisting of a 420-room hotel and 1 million square feet of office space
  • Defended environmental and Superfund claims against manufacturers, including one action terminated with no fine or penalty against a well-known manufacturer of specialty consumer products, arising out of more than 100 years of manufacturing activities on the Boston waterfront
  • The acquisition of nearly 4,000 sites for a tower company in a series of portfolio sales, including one which totaled over 1,900 sites in 47 states
Viewpoints
All Viewpoints
Massachusetts SJC Rules That Statute of Repose Does Not Bar Contractual Indemnification Claim Against Architect
On April 16, 2025, the Massachusetts Supreme Judicial Court (the “SJC”) issued a decision concluding that a claim based on a negotiated contract providing for indemnification of damages caused by an architect’s negligence cannot be time barred under the statute of repose. The decision may noticeably impact negotiation and litigation of construction agreements going forward; parties in the construction industry need to pay careful attention to such provisions in their contracts. In the case, Trustees of Boston University v. Clough, Harbour & Associates LLP[1], the defendant architect agreed to design a new athletic field for Boston University. As part of the agreement, the sophisticated parties negotiated an express indemnification provision pursuant to which the architect promised to indemnify the university for “any and all” expenses incurred by the university as a result of the architect’s “negligen[t]” design. The SJC noted that this provision is not part of the American Institute of Architects (AIA) Standard Form of Agreement Between Owner and Architect, AIA Document B101-2007 used by the parties. When the university began to experience problems with the field after it first opened in 2013, it demanded, pursuant to the indemnification provision, that the architect indemnify it for the expenses. More than six years after the field opened, the university sued. The architect moved for summary judgment, relying on the statute of repose, and the Superior Court allowed the motion. Boston University appealed, and the SJC, recognizing the importance of the issue, took the case on direct appellate review, bypassing the Appeals Court. The SJC noted that the statute of repose[2] provides an automatic, nearly inviolable bar to actions of tort for damages arising out of “any deficiency or neglect in the design, planning, construction or general administration of an improvement to real property” if brought more than six (6) years after the earlier of (1) the opening of the improvement to use; or (2) substantial completion of the improvement and the taking of the possession for occupancy by the owner. The statute of repose does not, however, apply to contract actions; it is a limitation expressly applicable to actions of tort. The SJC therefore analyzed whether the action, although styled a contract claim, was really one of tort. In its analysis, the court noted that it would look beyond labels to examine the “gist of the action” to determine whether the tort statute of repose bars the claim.  The court wrote that determining where the gist of a claim falls depends largely on where the standard of performance is derived from. In contracts, the standard of performance is set by the defendant’s promises, whereas in tort, it is set by law. For example, the court observed that it has previously determined that the tort statute of repose applies to a claim for breach of an implied warranty, since the duty is imposed by law, and that the elements for breach of implied warranty and for negligence claims are the same. In contrast, it cited Gomes v. Pan Am. Associates[3] as an example of a contractual indemnification clause upheld in spite of a negligence claim brought more than six years after the property opened for use, where the parties freely and intelligently entered into a comprehensive contract of indemnification. Because in the Boston University case, the architect’s duty to indemnify the university was not one imposed by law, but rather, a promise to which the architect freely and intelligently chose to be bound, the SJC held that the gist of the action sounded in contract.[4] As a contract claim, the statute of repose could not apply, and the prior grant of summary judgment was reversed and remanded for further proceedings. Importance of the Decision As specifically noted in the SJC’s decision, the type of indemnification provision at issue, which included an indemnity for negligence, is not found in the standard AIA form most often used in construction contracting. That may change moving forward, but unless and until it does, the weight of negotiating such a clause into that type of contract has taken on additional importance. The statute of repose has long been a powerful shield for those in the construction industry to fend off lawsuits arising many years after completion of a project. There are very few ways to sue around a construction claim that arises more than six years after the project is complete. This decision now adds a meaningful sword to the arsenal of property owners for use in combating those protections. Relevant here, while the statute of repose is a strict six year limitation from completion of the project, the six year breach of contract limitation period only begins to run from the time of breach; in this case, that occurred when the architect refused to indemnify the university. Having that statute of limitations tolled pending a breach gives significant life to contract claims arising long after the project is completed. Parties on both sides of such construction contracts will need to consider how to approach negotiating indemnification provision moving forward. If they are not careful, construction professionals could find themselves liable for damages occurring decades after a construction project is completed. The Legislature’s response to the decision will be another intriguing area to watch. Caselaw is full of decisions noting the legislative intent in providing certainty and ironclad protections for construction professionals after six years, when they might otherwise forever be on the hook for latent defects in their work. Whether the Legislature takes action in response to this ruling remains to be seen; it may find that the SJC continued to honor its intent by only providing a carve out for those sophisticated parties willing to enter into a heavily negotiated indemnification provision, or it may feel that the loophole goes too far in adding pressure on construction professionals who may be forced to agree to provisions they would otherwise choose to reject. The Legislature’s response will be closely watched by the field. *** Sullivan’s Real Estate and Litigation teams are paying careful attention to these developments and stand ready to assist with the negotiation and litigation of such contracts and disputes. Please feel free to contact our attorneys with any questions on this significant development in construction law.    [1] 495 Mass. 682 (2025). [2] G.L. c. 260, § 2B, first par. [3] 406 Mass. 647, 648 (1990). [4] It further noted that, while not dispositive, because the complaint alleged breach of contract, the elements that the university would have to prove at trial differed from those in negligence, and supported the reading that the claim truly did sound in contract.
Community Opposition to Development Is Common, but There Is a Way Forward
Sullivan's Permitting & Land Use team was featured in the article, "Community Opposition To Development Is Common, But There Is A Way Forward," produced in collaboration with Studio B and published by Bisnow [sub. req.d] on October 22, 2024.  In the article, Gregory Sampson, Permitting & Land Use Partner, discusses the challenge of community opposition in response to commercial developments, particularly for projects involving multifamily housing and renewable energy projects. Greg emphasizes the importance of transparency and education in addressing these community objections, which often arise from concerns about the landscape, increased traffic, and impacts on local services. “One of the most important things we can do is educate,” Greg says. “We use well-documented sources of information to present a fair and objective response. Our track record of moving projects forward shows this is the best way to engage with people who object.” Greg explains that gathering factual data and engaging with local communities, often in collaboration with experts and local planning boards, are useful approaches to alleviating community concerns. “I frequently pull together well-documented sources such as planning studies, master plans and reports from regional agencies,” Greg continues. “These have hundreds of real-case scenarios to compare with people’s supposed problems. In the case of multifamily, we can look at parking requirements and actual parking utilization. These can be very informative for local boards who think a project doesn’t have enough parking.”

Real Estate Industry