Bill Miner: Question and Answers When Selling a Community In Oregon (First of Two Parts)

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May 28, 2015
Bill Miner
Litigator Partner in Charge of the Portland Office
Davis Wirght Tremaine

 

Over the past several months I have received many requests from clients who are thinking of selling their community. Here are a few questions that have been asked and my answers (First of Two Parts):

 

Q:           If I am thinking of selling my park, when do I have to send notice to my tenants?

 

 

A:            HB 4038, which has not yet been codified, requires an owner to give written notice of the owner’s interest in selling the park before the

owner markets the park for sale or when the owner receives an offer to purchase that the owner intends to consider, whichever occurs

first. If possible, I advise my clients to send the notice before entering into a listing agreement but definitely before actively listing the property.

 

Q:           Does the notice need to be sent to each tenant individually versus all tenants (e.g. “Dear Mr. Johnson” vs. “Dear Tenant”)?

 

A:            The plain language of the law states “all tenants,” but the 2014 Summary of Legislation states that the purpose of the bill is to require park owners to notify “individual park residents” if the owner is interested in selling the park.  Because it appears that the original intent was to notify each individual, the safer course is to send the notice to each tenant individually. 

 

If a tenants committee has been formed, and the purpose of the committee is (in part) to purchase the park, and you have met with the committee in the previous 12 months, you can send a notice to the tenants’ committee in lieu of all tenants. Also note that you must send a copy of the notice to the Office of Manufactured Dwelling Park Community Relations of the Housing and Community Services Department (say that 5 times fast).

 

Q:           What does the notice have to include?

 

A:            (1) The owner is selling the park; (2) The tenants, through a tenants committee, have an opportunity to purchase the park; (3) In order to compete to purchase the park,  within 10 days after delivery of the notice, the tenants must form (or identify) a single tenants committee for the purpose of purchasing the park and notify the owner in writing of: (a) the tenants’ interest in competing to purchase the park; and (b) the name and contact information of the representative of the tenants committee with whom the owner may communicate about the purchase; (4) The representative of the tenants committee may request financial information described in section 2(2) of the act within the 10 day period; and (5) information about purchasing a park is available from the Office of Manufactured Dwelling Park Community Relations of the Housing and Community Services Department.

 

Q:           Does 10 days really mean 10 days?

 

A:            The law discusses “delivery of the notice.”  I advise my clients that all notices should be sent by first class mail and 3 days should be allowed for mailing just as if you were sending a 30 day notice or a 72 hour notice. Certificates of Mailing (Not certified mail!!) for each notice are strongly encouraged. By way of example, if you send the notice on June 1, then the “10 days” would run on June 13. 

 

Q:           What do the tenants have to do after I send them the notice?

 

A:            If the tenants are interested in competing to purchase the park, within the 10 days, the tenants must notify the owner in writing of their interest in competing to purchase the park, the formation or identification of a single tenants committee formed for the purpose of purchasing the park and the name and contact information of the representative of the tenants committee with whom the owner may communicate about the purchase.

 

Q:          Do I have to give the tenants my tax returns?

 

A:            No. But, during the 10 days of delivery of the notice, and in order to perform a due diligence evaluation of the opportunity to compete to purchase, your tenants may request specific financial information which may include: the asking price, if any (this provision contemplates that you may not yet know your asking price when you send your notice); the total income collected from the park and related profit centers, including storage and laundry, in the 12-month period immediately before delivery of the notice; the cost of all utilities for the park that were paid by the owner in the 12-month period immediately before delivery of the notice; the annual cost of all insurance policies paid by the owner as shown by the most recent premium; the number of homes in the park owned by the owner; and the number of vacant spaces and homes in the park. Please note that I have seen requests that ask for additional information; providing information outside of what is outlined above is discretionary.

Bill Miner is currently Partner in Charge of the Portland office of Davis Wright Tremaine. DWT is a full service law firm with 500 attorneys on both coasts and in Shanghai, China. The Portland office consists of approximately 80 attorneys and over 80 staff.  He works with clients to resolve their legal problems through pre-litigation counseling, litigation, and mediation.   He tries cases in state and federal courts and through private arbitration. His experience includes defending and prosecuting business torts; breach of contract claims; disputes between and among members of limited liability companies; residential and commercial real estate matters, including landlord-tenant, title, lien, and timber trespass disputes; and probate and trust cases. He is a frequent and popular speaker at  MHCO seminars and conferences. You can reach Bill at: http://www.dwt.com/people/WilliamDMiner/

 

Bill Miner | Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2300 | Portland, OR 97201
Tel: (503) 778-5477 | Fax: (503) 778-5299 
Email: billminer@dwt.com | Website: www.dwt.com

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