Catherine E. Bray  

Partner

Executive Summary

Catherine Bray is a partner at the Toronto office of Borden Ladner Gervais LLP. Catherine is the immediate past regional leader of our Toronto office Commercial Real Estate Group. Catherine is the national leader of our National Real Estate Leasing Group and Toronto leader of our National Real Estate Lending Group and Real Estate Investments Group. 

Catherine practises in the areas of commercial real estate law and secured transactions. She has extensive experience in acquisitions and dispositions, including sale/lease back transactions and contaminated and brownfield sites; structuring legal arrangements; financing involving real estate including construction lending; mixed use developments including reciprocal agreements; Section 37 agreements with City of Toronto; and ground leases, leases, subleases and advising on lease remedies.

Representative Work

Commercial Real Estate

  1. Structuring legal arrangements: Structuring legal arrangements for a variety of clients, including corporations, partnerships, limited partnerships and joint ventures, including preparation and negotiation of shareholder's agreements, partnership and joint venture agreements. Recently provided advice on and implementation of tax saving structures for institutions involving real estate.
  2. Asset Acquisition: Structuring, negotiating and preparing various types of agreements and documentation respecting asset purchases and sales including office buildings, warehouses, manufacturing, industrial and institutional sites. Specific negotiations and addressing issues respecting contaminated land and brownfield developments.
  3. Financing: Structuring, negotiating and preparing financing agreements and associated agreements and loan documentation and security involving real estate such as office, warehouse, industrial, multi residential and institutional. Extensive experience in construction loans and mortgages of leasehold interests.
  4. Disposition: Structuring, negotiating and completing sale transactions including sale/lease back transactions for major Canadian companies such as Brookfield, Oxford Properties, Bell Canada and Zurich Insurance.
  5. Variety of Developments: Advising on office and industrial developments; not-for-profit housing developments; mixed use and multi use projects, including public private partnerships.
  6. Land Development: Advising on land development, including acquisitions, development agreements, construction agreements, financing and reciprocal agreements.
  7. Mixed Use Developments: Negotiation of Reciprocal Agreements involving several different freehold and condominiums.
  8. Section 37 Agreements: Negotiation with the City of Toronto.
  9. Environmental Compliance: Advising regarding legal aspects of the acquisition, disposition and compliance respecting contaminated lands and brownfield sites.
  10. Title: Providing opinions on title and negotiation of commercial title insurance to solve title issues.
  11. Institutional Clients: Institutional owners such as Waterfront Toronto, OCAD University, The Hospital for Sick Children, Southlake Regional Health Centre, Ontario Shores Centre for Mental Health Sciences, Humber Institute of Technology & Advanced Learning, Sheridan College Institute of Technology and Advanced Learning, Médecins Sans Frontières Canada/Doctors Without Borders, several lending institutions including Bank of Montreal, Royal Bank of Canada and HSBC Bank Canada including $200 million construction loans for CityPlace, Toronto.
  12. Public and Private Entity clients: Public and private landowners such as Brookfield, Oxford Properties, Loblaw Properties Limited, AGF Management Limited, Médecins Sans Frontières Canada/Doctors Without Borders, Arkema Canada Inc., Professional Engineers Ontario, Air Products Inc., Shell Canada (pipelines), Imperial Life Assurance Company of Canada, Guaranty Company of North America (head office lease) and Canada Post (head office lease).

Leasing and Licensing

  1. Leasing: Preparing and negotiating leases on behalf of landlords, tenants, ground landlords, ground tenants, sale/leasebacks, subleases, licenses and air space licenses
  2. Ground Leases: Preparing and negotiating ground leases and construction agreements with the City of Toronto on behalf of a private corporation for a mixed-use re-development; for a developer in a ground lease and lease back for Canada Post's head office and for Humber Institute of Technology & Advanced Learning.
  3. Transactions Involving Ground Leases: Acting on behalf of tenants of ground leases, purchasers of ground lease interests, lenders on ground leases and subtenants under ground leases.
  4. Landlords: Developing and negotiating standard form offers to lease and leases for office and retail sites on behalf of landlords; negotiating offers to lease and leases on behalf of Landlords.
  5. Tenants: Developing standard offers to lease for tenants, work with corporate non-legal staff respecting leasing matters, negotiating and drafting offers to lease and leases on behalf of tenants for office, retail and industrial sites.
  6. Lease Defaults: Advising on and negotiating solutions resulting from lease defaults by landlords and by tenants.
  7. Air Space Licences: Negotiating and preparing air space licences.
  8. Communications Leases: Negotiating communications tower leases.
  9. Native Lands Licences: Negotiating interests in lands with Native Canadians including pipelines for Shell Canada and Air Products Inc.
  10. Institutional Clients: Negotiating leases and licences for various corporations including, Canada Post head office in Ottawa, The Hospital for Sick Children, The Hospital for Sick Children Foundation, Southlake Regional Health Centre, Ontario Shores Centre for Mental Health Sciences, William Osler Health System, OCAD University, Humber College Institute of Technology and Advanced Learning, Sheridan Institute of Technology and Advanced Learning.
  11. Public and Private Clients: AGF Management Limited, Restaurants in BCE Place, Toronto, Rideau Centre, Ottawa, York Mills and several other locations in the USA, Oxford Properties Group, Professional Engineers Ontario, Air Products Inc., Shell Canada, Revios Reinsurance Canada Ltd., Imperial Life Assurance Company of Canada and Guarantee Company of North America head office lease.

Publications & Presentations

  • Article, "Guarantees, Indemnities, Non-Recourse Mortgages and Carve-Out clauses: A Canadian Perspective", Newsletter for American College of Mortgage Attorneys, Fall 2016.
  • Speaker, "Loan Guarantees and Non-Recourse Carve-Outs", American College of Mortgage Attorneys, October 2016.
  • Speaker, "Trends in Public Private Partnerships", CREW Network, New York City, October 2016.
  • Speaker, Leasing Issues in Mixed Use Developments, International Conference of Shopping Centers Canadian Law Conference, April 2016.
  • Speaker, Real Estate Industry Panel, Rotman School of Business, University of Toronto, November 2015.
  • Speaker, Hospital Real Estate Issues, Canadian Healthcare Business Development Network, October 1, 2015.
  • Speaker and Session Organizer "Negotiating Strategies for Today's Market: How to understand the Deal, Resolve Key Issues and Close the Transaction", RealLeasing, September 30, 2015.
  • Speaker, "The Growth in Sale Leasebacks: Structuring These Deals for Success", RealLeasing, September 30, 2015.
  • Panelist, "Select Operational Issues in Shopping Centres: Parking, Access, Loading and Related Issues", International Conference of Shopping Centers Canadian Law Conference, April 2015.
  • Speaker, "Dealing with Real Estate: Considerations for Hospitals", BLG Health Sector Roundtable, January 2015.
  • Speaker and Panel Organizer, "U.S. Lenders and Loans in Canada", American College of Mortgage Attorneys, September 2014.
  • Speaker and Panel Organizer, "Tenant Remedies", RealLeasing, October 2013.
  • Speaker and Panel Organizer, "Increasing Revenues from a Hospital's Real Estate," Health Achieve Conference, Ontario Hospital Association, November 2012.
  • Speaker and Panel Organizer, "Operating Costs," RealLeasing Conference, October 2012.
  • Speaker, "Tenant Allowances," International Council of Shopping Centers (ICSC) Canadian Law Conference, February 2012.
  • Speaker, Panel Organizer and Conference Co-Chair, "Exit Strategies for Tenants," The Canadian Institute Advanced Commercial Leasing Conference, May 2011.
  • Speaker, "Differences in USA and Ontario leasing practices and law," International Council of Shopping Centers Canadian Law Conference, February 2011, and RealLeasing Conference, September 2010.
  • Speaker, "Differences in USA and Ontario leasing practices and law," RealLeasing Conference, September 2010.
  • Speaker, "Differences in Ontario and Quebec property laws as they relate to leasing," International Council of Shopping Centers Canadian Law Conference, February 2010.
  • Speaker, seminars on Construction Liens and the Impact on Financing.
  • Contributor, Tenant's Rights and Remedies in a Commercial Lease – A Practical Guide, Canada Law Book, 1998 (editor: H. Haber) and 2014 update.
  • Chair, Construction Workshop, International Conference of Shopping Centres, March 1997.

Rankings & Recognitions

  • Recognized in the 2016, 2015 and 2014 editions of Who's Who Legal: Canada (Real Estate) and Who's Who Legal 2016 – Compendium Edition
  • Recognized in the 2016 and 2015 editions of Canadian Legal Lexpert Directory
  • Championship Team, Women's Leadership Initiative of the Urban Land Institute, Toronto, 2016, 2015 and 2014
  • Martindale-Hubbell® AV® Preeminent™ 5 out of 5 Peer Review Rated.