In Dallas-Fort Worth, Commercial Real Estate Deals Are Hinging on Legal Groundwork — Not Just Financing

Written by:

Steve Marcinuk

Date:

15 May 2026

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Commercial real estate activity in the Dallas-Fort Worth market has picked up noticeably heading into mid-2026, with deal flow spanning industrial, retail, and mixed-use properties. But beneath the busier transaction environment, the legal and contractual mechanics of getting deals across the finish line have grown more complex. Financing conditions, zoning hurdles, and evolving contract language are all shaping how buyers, sellers, and tenants approach negotiations today.

Lynnsee Starr, a commercial real estate attorney and newly appointed partner at Shackelford, McKinley & Norton, LLP, works across the full spectrum of commercial property types in DFW. Her practice covers lease negotiations, acquisitions, dispositions, and entity structuring. Her client base splits between dedicated real estate developers and business owners for whom property is a supporting asset rather than the primary business.

Industrial Leads, Office Recovers, Retail Keeps Moving

The property types driving the most activity have shifted considerably since the early part of the decade. Self-storage dominated during the pandemic years, driven by population movement and housing shortages. That segment remains active but no longer leads Starr’s workload.

Industrial has taken center stage. “Industrial is very hot, and it has been for a while,” Starr notes. The office is beginning to show signs of recovery, but hasn’t returned to pre-pandemic levels. Retail, meanwhile, has remained consistently active. Shopping center leases, franchise expansions, and big-box tenant deals are generating steady deal flow. Large-format retailers – Dick’s Sporting Goods, Hobby Lobby, TJ Maxx – carry significant negotiating leverage given their anchor status and the square footage they occupy. “It’s a completely different ball game when negotiating those leases,” Starr explains, “because they have the name recognition, they’re large, they’re usually anchor tenants.”

Her approach is deliberately market-responsive rather than property-type specific. “It ebbs and flows with the market,” she says.

Financing Friction Has Eased, But Cash Still Wins

The difficulty of securing financing, which slowed many deals over the past two years, has eased measurably in 2026. A year or two ago, financing contingencies were among the most contested elements of commercial purchase agreements. High interest rates made banks more selective, and buyers frequently came to the table still working through lender conversations. Sellers pushed back on contingency language that allowed buyers to walk away – with their earnest money – if financing fell through after tying up a property for 30 to 60 days or more.

That friction has softened. “I have fewer clients who have struggled to get financing, or financing is just taking a really long time,” Starr observes. SBA loan activity has also shifted following last year’s rule changes, with somewhat fewer of those deals moving through her practice, though they remain a factor.

All-cash buyers continue to hold a strong position. Sellers respond favorably to offers that eliminate uncertainty about third-party lenders’ decisions. What has changed is that the gap between cash and financed deals feels less pronounced now that financing is more accessible than it was at the peak of the rate cycle.

What’s Actually Killing Deals

Even as financing becomes easier, other obstacles continue to derail transactions. The causes tend to fall into two categories.

The first is zoning and entitlement issues. Buyers who acquire property with a specific use in mind – a multifamily development, a food manufacturing facility, a mixed-use project – sometimes find that the city isn’t aligned with their plans. Getting a special use permit, variance, or full zoning change requires city cooperation that isn’t guaranteed, and if that process fails during due diligence, the deal often dies with it.

Dallas has made at least one meaningful adjustment on this front. Parking requirements for multifamily developments have been reduced, easing a constraint that previously made some smaller sites difficult to develop. “That has certainly decreased as an issue,” Starr notes, though zoning outcomes remain highly dependent on the specific city, the type of change requested, and local planning priorities.

The second common deal-killer is the due diligence process itself, particularly for clients whose primary business is real estate investment. These buyers often carry multiple properties under contract simultaneously, knowing that some will fall out as financial modeling and site review reveal problems. Starr contrasts this with business owners who simply need a functional space for their team: investors require more extensive analysis to determine whether a property will perform within their broader portfolio.

Force Majeure Is No Longer an Afterthought

Another area where contract negotiations have grown more detailed involves force majeure clauses – provisions that excuse parties from performing their obligations during events beyond their control. Before 2020, these provisions were rarely negotiated in any meaningful way. The pandemic changed that by forcing widespread business closures and generating significant litigation over what qualified as a triggering event.

In DFW specifically, recurring winter freeze events have added practical relevance. Burst pipes, citywide plumber shortages, and building closures during severe cold snaps have left tenants unable to comply with lease repair timelines through no fault of their own. “I’ve had clients in situations where they cannot get it fixed within 10 days, simply because every plumber in the entire city is so busy because everybody’s pipes have burst,” Starr explains.

Global instability has added further urgency. Clients entering long-term leases – some running five, ten, or even thirty years – are more attuned to what could disrupt their operations. Force majeure language is now a standard negotiating point rather than boilerplate.

The Cost of Cutting Corners on Legal Counsel

The most consistent pattern Starr sees across deal types is clients who manage portions of a transaction themselves to save on legal fees, only to create more expensive problems later. A recent example clearly illustrates the risk. A buyer negotiated his own purchase and sale agreement without an attorney’s involvement, omitting any seller representations or warranties regarding environmental conditions. When a Phase 1 environmental review flagged a potential issue and recommended a Phase 2, the due diligence period had already closed. The buyer had no leverage to require the seller to address the problem and no clear path to recovering his earnest money.

“Luckily, the Phase 2 came back clean,” Starr notes. “But had that not been the case, we would have been in trouble.”

The other version of this mistake is bringing an attorney in at the very end of a transaction – sometimes with two days until closing – and expecting a clean handoff. At that stage, Starr says, there’s no way to understand what’s been negotiated, what’s been missed, or what liabilities remain unaddressed.

Looking Ahead

The first quarter of 2026 has been active across the board, and Starr doesn’t see an obvious reason for that to slow. Global events that might have been expected to dampen sentiment haven’t had a visible effect on deal volume so far.

For investors, developers, and business owners navigating the DFW market, the practical takeaway is straightforward: the market is moving, but the deals that hold together are the ones where legal groundwork is laid early, contingencies are negotiated with care, and no one assumes the boilerplate will cover what it doesn’t.

About the Source: Lynnsee Starr is a commercial real estate attorney and newly appointed partner at Shackelford, McKinley & Norton, LLP, practicing in the Dallas-Fort Worth market. Her practice covers lease negotiations, acquisitions, dispositions, and entity structuring across commercial property types, including industrial, retail, office, and mixed-use.

This article is based on information provided by the expert source cited above. It is intended for general informational purposes only and does not constitute legal, financial, or real estate advice. Readers should conduct their own research and consult qualified professionals before making any real estate or financial decisions.