Multi-Use or Mixed-Use Development Contracts – How to Prepare Appropriately

Mixed-use developments are transforming the landscape of Florida real estate. From luxury towers with ground-floor retail to entire communities combining residential, commercial, and office spaces, these developments offer incredible potential, but also unique legal challenges.

At our law firm, we work with developers, investors, property owners, and contractors to ensure their mixed-use development contracts are properly drafted, negotiated, and executed. If you’re entering into a multi-use development deal, this guide will help you understand what to watch out for, what questions to ask, and how to prepare appropriately.

What Is a Mixed-Use Development?

Before diving into the legal side, let’s define the term.

A mixed-use development (also called a multi-use project) is a real estate development that blends two or more uses, typically residential, commercial, office, hospitality, or retail, into a single property or master-planned community.

These developments can take many forms:

• Residential towers with ground-level retail
• Commercial plazas with apartments above
• Master-planned communities that include homes, shops, and office space
• Hotel and condo hybrid buildings

While mixed-use projects are attractive for economic and lifestyle reasons, they require carefully structured contracts to manage the rights, obligations, and risks across different property types and stakeholders.

Why Are Mixed-Use Development Contracts So Complex?

Unlike single-use developments, mixed-use projects often involve multiple parties, including:

• Developers
• Property owners
• Tenants
• HOAs or condo associations
• Retailers and business operators
• City or county agencies
• Contractors and subcontractors

Each of these parties has different goals, uses, and legal responsibilities, so the contracts must be drafted in a way that balances competing interests while protecting your own.

What Should Be Included in a Mixed-Use Development Agreement?

Here are some of the key elements every contract should address:

1. Clear Definitions of Use and Space Allocation

Make sure the contract clearly defines:

• What types of use are permitted (residential, commercial, retail, etc.)
• Where those uses are located
• Square footage and boundaries for each use type

Without precise definitions, you can run into zoning issues, disputes over space, or conflicts with future tenants.

2. Governance Structure and Control

Who makes decisions about common areas, security, signage, or maintenance?

The contract should outline:

• Whether a master association or umbrella entity oversees the property
• How decisions are made (voting rights, quorum rules, etc.)
• How disputes between stakeholders are resolved

This is critical in projects where different stakeholders (e.g., retailers vs. residents) have conflicting priorities.

3. Cost Sharing and Maintenance Obligations

In mixed-use buildings, common areas like elevators, lobbies, HVAC, or parking may be shared by multiple users.

A good contract will specify:

• How operating expenses are shared
• Who is responsible for what maintenance
• How disputes over costs or repairs will be handled

4. Construction Phasing and Project Timeline

Large mixed-use projects are often built in phases. Your contract should include:

• Construction schedules and deadlines
• Permitting timelines
• Responsibility for delays or overruns

If timelines aren’t clear, disputes can arise over unfinished portions or missed milestones.

5. Exit and Termination Clauses

No one enters a deal expecting it to go wrong, but planning for the worst is part of good legal preparation. Your contract should include:

• Conditions for termination
• Remedies for breach
• Buy-out rights or forced sale provisions

These clauses can prevent a dispute from turning into a full-blown legal battle.

What Are the Legal Risks in Mixed-Use Projects?

Multi-use projects carry specific risks that must be addressed contractually. Here are just a few:

• Zoning and permitting conflicts between residential and commercial uses
• Inconsistent operating hours (e.g., a restaurant staying open late in a residential tower)
• Noise or traffic complaints from residents toward commercial tenants
• Liability issues for shared common areas
• Disputes between condo associations and retail owners

A well-drafted contract can preempt these problems by clearly allocating responsibility and setting expectations.

Do I Need an Attorney for a Mixed-Use Development Contract?

Absolutely. These contracts are too complex to rely on templates or standard forms. Every mixed-use project is unique, and your contract should reflect:

• Local zoning requirements
• Specific ownership structures
• Florida construction and real estate laws
• Your risk tolerance and exit strategy

At Ayala Law, we have experience handling real estate transactions and litigation involving complex development structures. We understand how to protect your interests up front so you don’t end up in costly disputes later.

What Should I Ask Before Signing a Mixed-Use Development Agreement?

Here are some essential questions to ask your attorney or development team:

• Who owns the common areas, and who maintains them?
• How will shared costs be divided between commercial and residential units?
• What rules govern signage, lighting, noise, or operational hours?
• Can future developers or users change the use of the property?
• What happens if one phase is delayed or canceled?
• What exit options do I have if things don’t go as planned?

Final Thoughts: Mixed-Use Contracts Require Clear Strategy

Multi-use developments can be rewarding investments, but only if the legal foundation is solid. Preparing the right contract is about more than compliance; it’s about protecting your role, minimizing risk, and ensuring long-term value for everyone involved. Our team is experienced in drafting, reviewing, and negotiating complicated real estate and construction contracts fit for your goals.

If you’re involved in a mixed-use or multi-use project in Florida and need legal guidance, contact an experienced attorney in Miami at 305-570-2208.

You can also contact attorney Eduardo A. Maura at eduardo@ayalalawpa.com.

Schedule a case evaluation online here.