Thomas P. Harlan

Biographical Notes:  Tom is one of the founding shareholders of Madigan, Dahl & Harlan, P.A. and except for a short hiatus with a startup real estate/tax lien acquisition, holding and servicing company, he has practiced law since 1991. He brings an entrepreneurial spirit to his practice that is reflected in the clients that he represents.

Tom's focus has been on business, real estate and construction law. He serves as counselor to a variety of small to medium-size businesses advising them on all aspects of business law from formation and capitalization of entities, to consulting and negotiating various contracts, leases, and other agreements, and finally representing these clients and their needs in federal and state courts across the country. He has advised clients on all forms of corporate transactions, financing, and land use issues Tom has served as an expert testifying about various aspects of real estate and corporate law.

Representative Work

• Real Estate:
  • Represented manufacturing company in the sale of its $7.8 million dollar facility.
  • Represented group of investors in a $9 million dollar roll-up of their tenant-in common interests into a new entity which has continued ownership interest in the property.
  • Represented clients in an asset sale transaction that involved 52 separate real estate locations.
  • Served as counsel for a $900 million transaction involving the purchase of chain of restaurants.
  • Represented clients in a $25 million loan restructuring secured by various assets including three separate parcels of real estate.
  • Represented client in a purchase of a $2.0 million dollar distressed office building.
  • Represented client in negotiating 38 separate easement agreements to create sufficient space for a 35 Megawatt wind farm.
  • Represented client in negotiating a lease with Texas municipality and easement rights over various gas and oil interests.
  • Worked on all aspects of the purchase, sale, redemption, and foreclosure of tax liens in a $45 million dollar portfolio.
• Mergers and Acquisitions/License
  • Represented client in an $8 million dollar sale of i-phone app.
  • Represented client in the merger of its medical software business and a capital raise of $10 million dollars to support the continued development of its products.
  • Represented client in a $3.2 million dollar sale of its internet hosting business.
  • Represented clients in a $2.6 million dollar asset sale of its marketing/lead origination business.
  • Represented client in the $3.3 million dollar sale of its aircraft software business.
  • Represented client in the establishment of distribution agreements in South Korea, Italy, and Azerbaijan.
  • Represented numerous clients in the sale of their business to private investor groups including transactions in the amount of $52 million, $15 million and $46 million.
  • Represented a client in the roll out of over 300 separate franchises across 30 states.
  • Represented numerous beer distributors across the country, as the seller or buyer, in asset and stock transactions (including real estate for operations).
• Litigation
  • Represented five different clients in foreclosing upon over 30 parcels of land in satisfaction of their mechanic's liens.
  • Successfully represented numerous clients in the enforcement of employment non-compete agreements in the States of California, Colorado, Florida, Illinois, Indiana, Minnesota, New Jersey, New York, Ohio, Oregon and Washington.
  • Successfully represented numerous clients in the enforcement of a noncompete related to the sale of a business in California, Minnesota, Oregon, Washington and Wisconsin.
  • Successfully represented a client in a fraudulent transfer of real property valued at $1.1 million dollars resulting in a forfeiture of the property.
  • Successfully represented a client by challenging the fraudulent transfer of real property valued at $1.5 million dollars among family members.
  • Successfully represented various lenders on the foreclosure of real property and other assets used to secure financial instruments.
  • Successfully represented numerous shareholders in disputes involving their interests in corporations and limited liability companies.
• Energy
  • Successfully represented numerous clients in wind project developments including but not limited to the negotiation of land use agreements, easements, turbine supply agreements, power purchase agreements, and engineering, procurement, and construction agreements.
  • Successfully represented a city and county in opposing an upgrade of existing power lines that ran through the city and the county.
  • Successfully represented a client in negotiating a power purchase agreement for electricity generated by gas from an anaerobic digester.
  • Represented a client in opposing a license to a nuclear power plant allowing it to store spent fuel resulting from its continued operations.
  • Represented a city in opposition to a power uprate for a nuclear power plant and an extension of its license for the storage of spent fuel resulting from the plant's continued operation.