Mixed-Use, Condominiums, and Master Planned Communities

Our experience advising developers of mixed-use developments includes the full range of services required to help you not only navigate the complex regulatory environment, but flourish in this complex market. Foley is intimately familiar with the business and legal needs of the industry, including property acquisition, financing and deal structuring, project development, organizing the various ownership components, product structures, and management and operations. Our team has experience in all the components of a development including condominiums and master planned communities. Our experience includes the full range of services required to help you not only navigate the complex regulatory environment, but flourish in this complex market. Foley is intimately familiar with the business and legal needs of the industry, including property acquisition, financing and deal structuring, project development, product structures, sales and marketing, and management and operations. Our key areas of focus include:

• Project Structuring – Advising on the development of condominium and master planned communities, ensuring compliance with federal, state, and international laws. We have assisted clients in developing simple to complex developments involving airspace condominiums, reciprocal easements, dockominiums, condotels, golf and private club communities, and other mixed-use developments.
• Mixed-Use Condominium Structures – Guiding clients to find the optimum structure for the mixed-use condominium to contemplate other components of the development. In addition, Foley counsels on sales and marketing agreements and branding agreements.
• Sales & Marketing Compliance – Assisting with multi-jurisdictional compliance with advertising, consumer protection regulations, and disclosures required for unit sales and promotional programs.
• Acquisitions – Advising on the acquisition, sale, financing, and real estate issues in connection with acquiring development sites.
• Joint Ventures & Corporate Structuring – Structuring joint ventures related to the ownership of development entities. Advising on corporate structuring and tax efficiency unique to developers.
• Financing – Advising developers in connection with matters related to acquisition and construction loans.
• Retail, Entertainment & Dining Integration – Negotiating leases and operational agreements for restaurants, nightlife, and experiential retail spaces.
• Sports Venues with Stadium & Arena Development – Advising on stadium financing, team and venue agreements, sponsorships, and event-related operations.
• Event & Venue Management – Structuring contracts for concerts, corporate events, and multi-use venue operations.
• Public & Government Relations – Assisting with government approvals, economic development incentives, and regulatory compliance.
• Construction & Infrastructure Agreements – Drafting and negotiating development agreements, construction contracts, and public infrastructure improvements.
• Brand & Intellectual Property Protection – Securing trademarks, managing brand licensing, and advising on intellectual property issues.
• Management Operations – Negotiating agreements for management and homeowner association (HOA) governance.
• Registration & Regulatory Compliance – Assisting with multi-jurisdictional compliance with state registration and disclosure filings for sales.
• Fractional & Private Residence Club Developments – Structuring projects that integrate fractionals and private residence clubs with hotels, residential components, and other assets.
• Brand & Intellectual Property Protection – Securing trademarks, managing brand licensing, and advising on intellectual property issues.
• Employment & Labor Compliance – Addressing wage and hour laws, union negotiations, and workforce management in the hospitality sector.
• Crisis Management & Risk Mitigation – Providing legal guidance on liability issues, guest safety, cybersecurity, and reputational risk management.
• Litigation & Dispute Resolution – Representing clients in disputes related to contract enforcement, consumer claims, and regulatory investigations.

Representative Clients

• Advised Cape Harbour, a luxury mixed-use development consisting of a deep-water marina that can hold up to 76 yachts at one time, restaurants, boutique shops, recreational amenities, high-rise condominiums, lake-front cottages, waterfront villas, and estate homes.
• Advised client in connection with condominium structure, documentation, registration, and interstate land sales act compliance in connection with over 10 condominiums.
• Advised client in connection with reservation program for condo-hotel and timeshare project. Also advised client with respect to subdivided land sales registrations and interstate land sales act.
• Advised client in connection with structure and documentation of mixed residential and retail condominium.
• Advised client regarding condominium documentation, registration, and interstate land sales act for condominium hotel located in North Carolina.
• Advised a developer in restructuring a planned mixed‑use hotel and condo‑hotel project in Florida’s Panhandle into a fractional ownership model after market conditions softened. Implemented a trust‑based structure granting purchasers deeded beneficial interests in a Florida Land Trust—accommodating varied unit types and avoiding condominium or multi‑ownership classifications imposed by zoning restrictions—while supporting a program that includes commercial, residential, and hospitality components.
• Advised client in connection with condominium structure, documentation, registration, operations and management issues in connection with condominiums and master planned communities.
• Advised developer in connection with structuring mixed-use master planned community containing townhomes, residential, condominiums, and commercial space.
• Advised on and prepared governing documents for Muqali Ltd. for a major mixed‑use project in Antigua, including an 82‑room resort hotel, residences, beach club, and extensive commercial and hospitality amenities. Work included detailed securities‑law and regulatory analysis related to rental and membership programs, along with drafting and revising documents to ensure full compliance while coordinating closely with the client and stakeholders to finalize the regime.
• Assisted and advised client with all aspects of structuring, documentation, development, sales, and marketing issues related to development of townhome community that will be operated as a hotel rental program, including preparing rental management agreements.
• Assisted and advised client with development, sales, and marketing issues related to development of townhome community.
• Assisted client with creation of apartment and retail mixed commercial condominium.
• Assisted client with restructuring master planned community and advised in connection with association and management issues.
• Assisted the developer of a Caribbean luxury master planned community with complying with the Interstate Land Sales Disclosure Act (ILSA) and subdivided land sales laws in multiple states.
• Assisted Kaiya Beach Resort, a high end community on Inlet Beach in Florida’s panhandle, in a mixed use project containing estate homes, townhomes, condominiums, an inn/hotel, retail and a beach club. Foley coordinated the master planning of the entire resort, preparing all subdivision documents, sales documents, rental management agreements, operating agreements, and assisting in litigation related to land use issues.
• Created covenants and purchase/sale agreements for live-work units in downtown Avalon Park.
• Guided complex negotiations for the development of the Wyndham Grand Clearwater Beach Resort, a major mixed‑use project featuring a 345‑room hotel, 105 timeshare residences, and extensive shared amenities. The team crafted innovative ownership and management structures to support the project’s dual‑tower design and resort‑level offerings.
• Prepared condominium documents for a multi-condominium project to be developed in Collier County. Prepare Interstate Land Sales Full Disclosure Act registration. Assisted client in negotiations and advice with existing condominium association that will manage the condominium.
• Provided advice and prepared the master association, residential association, and condominium documentation for Jolly Harbour Resort, a mixed-use resort that is being planned in Antigua.
• Provided structure and securities advice to Wharf Landing, LLC regarding offering rental program for condominium units in a condotel in Margaritaville community in Orange Beach, Alabama.
• Represented developer of a condo with residential apartments and retail commercial units which is part of a 22-acre mixed-use development.
• Represented developer of project with residential apartment, retail, and commercial condominiums.
• Represented 5th Avenue South Holdings LP in creation of a mixed-use retail and residential project known as The Avenue in Naples, Florida. Created mixed-use retail structure that was in 2 shared buildings with residential. Guided client through structure of shared building documentation and condominium documentation. Assisted client with negotiations of sales.
• Represented a client in structuring a mixed‑use resort featuring condotel, fractional, condominium, and residential components within a master‑planned community. The work included advising on development strategy, branding, trademarks, and sales and marketing registration to support a cohesive and compliant project launch.
• Represented a restaurant management company in connection with the negotiation of a lease and operating agreement for twelve food and beverage venues in a mixed-use entertainment project.
• Represented a sales and marketing company in converting the documentation of a failed master planned community into a fractional‑ownership regime to provide a viable exit strategy for the developer. The engagement also includes negotiating the client’s arrangement with the developer, offering one of the few workable solutions for second‑home communities facing stalled sales.
• Represented client developing a luxury mixed use apartment and hotel development in Houston, Texas in negotiations of Hotel Management Agreement and Technical Services Agreement with brand.
• Represented client in documentation for a large mixed-use project with residential, fractional, and retail. Negotiated a sales, marketing, and management arrangement for developer with Wyndham Vacation Ownership to add the fractional interests to the Wyndham program.
• Represented developer integrating a master planned commercial community into the “downtown” of an existing residential master planned community.
• Represented developer of a mixed use commercial condominium in Orlando with apartments, dining, retail, and parking.
• Represented developer of a planned unit development with single family home and four condominium projects in Cape Coral.
• Represented developer of a successful luxury all-suite condominium hotel in Orlando.
• Represented Floridays Development Company, a developer of a condominium hotel project. Due to the economic downturn and difficulty in obtaining financing, Floridays was left with a partially completed project and unsold units. The only exit strategy at the time was timeshare, as Florida law prohibits creation of timeshare without a unanimous vote of all owners and mortgagees. Foley created a vacation club product which enabled the client to sell memberships as an exit strategy without violating any documentary or legal restrictions.
• Represented Hammock Beach Golf Resort and Spa, a property consisting of multiple ocean front condominiums, lazy river, Jack Nicklaus and Tom Watson golf courses, restaurants, and private spa comprise the ocean resort. Its sister project is Yacht Harbor Village and spa located on the intercoastal waterway in Palm Coast, Florida. The community features waterfront condominium units, homesites, and boat slips.
• Represented Ingenuity, the developer of an unsuccessful master planned community on a nationally acclaimed fishing lake, by rewriting all project documentation and creating a fractional‑ownership regime as an exit strategy—one of the few viable solutions for stalled second‑home developments. The engagement also included preparing consumer‑finance documents and negotiating with lenders to secure end‑loan financing.
• Represented Magic Place, a mixed-use master planned community in Orlando with over 1500 homes, townhomes, apartments, convention space, retail, office, hotel, and other amenities. The community is the second development we have worked on for Magic Companies Group.
• Represented the developer of a branded residence condominium in negotiating the Residential Marketing License Agreement, Pre-Opening Services Agreement, and Residential Management Agreement with a luxury brand.
• Represented the developer of apartment buildings in the creation of a mixed use retail and apartment commercial condominium.
• Represented the developer of multiphase master condominium in negotiating the sale of the condominium units in tranches to a multi-family operator. Assisted with the condominium documents for the project.
• Represented Toll Brothers, a leading US-based home construction company which specializes in building luxury homes in connection with the sale of six golf and sports clubs located in Maryland, Virginia, and North Carolina. Also advised on repositioning the mixed-use development known as Riverton Point in South Carolina, including drafting the governance documents and the golf club membership documents.
• Represented Wheelock Street Acquisitions, LLC in connection with purchasing 90% of units in existing condominium then navigating the termination of the prior condominium with the remaining holdout owners. After successfully terminating the condominium, we are now representing the client in preparing condominium documentation with documents for sale.
• Represented a developer of a 600 home Active Adult community in creation of documents and compliance with state and federal regulations.
• Represented a real estate developer in creating two phased air‑space condominium projects across four mixed‑use buildings in Naples, Florida, comprising 75,000 sq. ft. of retail and roughly 50 residential units. The work includes preparing the master declaration, shared‑building declarations, and condominium declarations needed to structure and launch the multi‑phase development.
• Represented client in conjunction with the sale of four commercial out parcels in a mixed-use master planned community to two separate buyers.
• Represented Orlando WQ Development I Corporation in registration and sale of units.
• Represented Timbers Company, a developer of mixed use residential and fractional condominium with mandatory club membership.
• Structured mixed use hotel, fractional, and residential project on behalf of client. Project involved master shared building and cross support and access easements.
• Represented the original developer, the fund which took over the property, and now a contract purchaser of Sur Mer, a 1,457 acre master-planned, mixed-use resort community that is partially developed and located in West End, Grand Bahama Island. The undeveloped property consists of approximately 611 finished lots along with approximately 956 acres of land. The project includes a partially completed mega-yacht marina with a mega-yacht wall and approximately 6.8 miles of canals cut through coral and limestone; approximately 7.5 miles of concrete roads and curbs with solar lighting and underground utilities; the privately-owned West End Airport; three nearly-completed beach clubs. In addition to these facilities, ultimately the project is contemplated to include two golf courses, a casino, a 4-star hotel, single family residences, and condominiums.
• Represented the original developer, the fund which took over the property, and the current owner/operator of Reunion Resort, a 2,000 acre master planned mixed-use resort community in Orlando. The development includes multiple single-family neighborhoods, five rental condominiums, a mixed-use condominium hotel, a timeshare condominium, and a membership club with the following amenities: three signature golf courses (Nicklaus, Palmer and Watson), water park, six restaurants and bars, 10 community pools, fitness center, and tennis center.
• Advised client on how to best proceed with structure and development of future parcels of existing resort.
• Assisted in multiple joint ventures between sponsors and institutional capital partners in connection with the development of mixed-use luxury hotel anchored projects over $100 million each; including multiple Ritz-Carlton anchored projects in Florida, Colorado, California, the Bahamas, and Turks and Caicos.
• Represented Magic Companies Group in connection with construction loan, construction contract, and project development management agreement.  Client entered into multiple agreements with multiple parties–lender, project manager, and contractor for the construction of 3 phases of its mixed-use master planned community.
• Represented Cacique Hotel La Penca in negotiating the branding, management, and residential licensing agreements for the first Waldorf Astoria property in Costa Rica, part of a major mixed‑use resort development in Guanacaste. The project—which will include 190 guest rooms and 25 branded residences—required comprehensive negotiations with Hilton and a separate real estate marketing agreement to support this cross‑border joint venture.
• Represented client in establishing a new condominium and fractional‑club project, handling the full suite of organizational, condominium, club, and master‑declaration documents. The work included forming multiple entities, ensuring compliance with updated legislation, and preparing a Petition for Declaratory Statement to support the project’s structure.
• Represented client regarding complex hotel real estate matters, including subdivision of airspace, asset allocation and transfer, maintenance obligations, and conveyance of improvements to a nonprofit. The work clarified ownership structures and responsibilities through detailed analysis of governing documents and Colorado law.
• Represented condominium developer on the creation and sale of a Florida condominium, the conversation of the condominium, to fractional/timeshare, and negotiating multiple fee for service deals with a major hospitality branded timeshare company.
• Represented developer of 2200 acre planned development community with single family homes, seven condominiums, timeshare, spa, and golf (Nicklaus, Palmer, and Watson courses).
• Represented developer of a failed master planned community in Branson, Missouri. Advised client in connection with converting the project into a fractional resort.
• Represented Murbee Resorts Inc. in creating beach club documentation for its mixed-use hotel and residential development.
• Represented Sky Management in developing a legally compliant exit strategy for partially completed condominium‑hotel projects facing financing challenges and unsold units. Created a novel vacation‑club product—designed to avoid Florida’s unanimous‑consent requirement for timeshares—that allows the client to sell memberships without violating governing documents, and can be paired with a regulated timeshare product for added flexibility.
• Represented Wheelock Street Acquisitions, LLC in structuring a whole ownership and fractional mixed-use luxury condominium with branded residences in the South Seas Resort. The owners will be mandatory members in two clubs.
• Represented a private real estate investment firm in its redevelopment of South Seas Island Resort. This includes advice in connection with a refurbishment program following Hurricane Ian’s nearly complete destruction of the resort. We are also involved in the redesign of the Club and its amenities programs.
• Represented Wheelock Street Capital, LLC, a private real estate investment firm, to create two separate club memberships for a longstanding resort community in southwest Florida that the client acquired. As part of its rebranding, updating, and future development, client is creating multi-faceted amenities, marina, and social clubs for legacy owners and future owners.
• Assisted a European resort developer with corporate and tax advice, development and operating entities, and with structuring the offering of Rosewood branded residences in a luxury hotel for sale residential mixed-use, master planned community to be located in Barbuda. In addition to structuring advice, Foley’s representation includes preparation of condominium, club, and purchaser offering documents.
• Foley attorneys converted existing documentation relating to a failed master plan community to create a fractional regime as an exit strategy. Representation also included negotiation with lenders for end loan financing.
• Represented Kaiya Development in connection with the negotiation and structuring of a master hotel management agreement for the to-be-developed luxury hotel, rental program, club, and food and beverage operations with CoralTree. Assisted client with creation of a new hotel and lifestyle brand.
• Represented NEXUS, an international hospitality real estate and asset management company, in its new partnership to develop and manage The Wellington, a new 600-acre luxury equestrian themed residential club in Wellington, FL, designed to celebrate the best of South Florida.
• Represented the ownership group, Caydon USA (the US subsidiary of an Australia based developer), in negotiating the hotel and branding documents with Kimpton for a branded luxury boutique hotel that will anchor a four tower mixed-use billion dollar development and service certain residential components of the development.