Arthur O. Spaulding, Jr.

Partner

Overview

Art is nationally known for his extensive experience in handling complex real estate transactions for sophisticated hospitality developers and owners of hotels and destination resorts located in North and Central America and the Pacific Rim. With the goal of achieving maximum value for the clients, Art regularly assists clients in connection with the purchase, development financing, and sale of their projects. In the complicated world of shared-ownership hospitality projects, Art has structured some of the most creative shared-ownership platforms in use today. 

Hotel Transactions

Art routinely assists hotel owners and operators with structuring, negotiating, documenting, and closing the purchase and sale of hotel properties, whether stand-alone hotels or destination resorts, whether shovel-ready as entitled development projects or raw land. He conducts due diligence investigations of properties to be acquired by his clients and is familiar with the ancillary business components of golf, tennis, and food and beverage, including liquor licensure within California. Art is also involved in the negotiation and documentation of hotel operating agreements, pre-development advisory agreements and franchise and licensing agreements on behalf of developer/owners and hotel operating companies.

Hotel Structures

In connection with the development aspects of hotels, Art works within the varied legal structures related to the ownership and future sale of hospitality assets, including the creation and structuring of condominium hotels, both for investment and for sale purposes. Such legal structuring activities include the utilization of "cloud" condominiums, leasehold condominiums, commercial condominiums for mixed-use hotel, retail, and residential projects, and other special forms of development needed in situations where local land use restrictions make the development of traditionally structured forms of hospitality projects difficult, impractical or even impossible.

Shared Ownership Industry Advocate

Art is widely known as one of the leading attorneys for the timeshare and vacation ownership industry. Having worked in this segment of the industry since 1980, he has worked with nearly every major timeshare company, including Disney, Hilton, Hyatt, Marriott and Wyndham, as well as both of the largest exchange companies, Resort Condominiums International and Interval Leisure Group. In this area, Art has been responsible for the purchase and financing of properties of all types and descriptions and their conversion to all types of vacation ownership uses. These include single site developments of a timeshare, fractional ownership, or residence club nature, as well as multiple site products designed for inclusion in a multi-site vacation or residence club. He was the primary legal architect in the creation of the Carefree Vacation Club, the Conrad Vacation Club, the Fiesta Americana Vacation Club, the Fleetwood Vacation Club, and partnered with other counsel in the creation of the the Disney Vacation Club, the Shell Vacations Club and the World-Wide Vacations Club. Products range from deeded interest single site programs to points-based clubs, and include real estate related products, yachts and motor coaches. 

Art has also worked with developer clients in connection with their entitlements and dealings with government at all levels. He has assisted in the drafting of complex and comprehensive timeshare legislation, including amendments to the California Business and Professions Code provisions governing the structuring and sale of timeshare products within the State of California, and he has written, negotiated changes to and participated in the enactment of timeshare ordinances designed to regulate timesharing at the local level. 

Art considers himself an advocate of the industry, having served two separate terms as a member of the Board of Director of the American Resort Development Association. 

Representative
Matters

Hotel Transactions

Represented the owner of mid-rise downtown San Francisco hotel in connection with structuring and documentation of conversion of a hotel to condominium ownership, and refinancing of first trust deed financing on project.

Represented a hotel management company in connection with negotiation and drafting of hotel operating agreements for multiple hotel properties located in California, Cabo San Lucas, Punta Mita, and the Riviera Maya in Mexico. Negotiation and drafting of pre-opening services agreements.

Represented developers in connection with the structuring and documentation of a mixed-use destination resort project in Redmond, Oregon and Napa, California. Creation of master development and sub-development documents for hotel, condominium hotel, residential, timeshare, fractional ownership, and equestrian and golf amenities.

Represented a branded hotel company in connection with due diligence for acquisition of Huntington Hotel in Pasadena, California.

Represented a developer of hotels in Henderson, Nevada, in connection with negotiation and documentation of license agreements for branding of hotels with national chain. Represented developer in connection with negotiation and documentation of hotel management agreements with national hotel operating company.

Represented a developer in connection with the structuring and documentation of a mixed-use destination resort project near Pacific Harbour, Viti Levu, Fiji.

Represented a national hotel company in connection with the legal due diligence for acquisition through foreclosure of hotel in Anaheim, California.

Represented a hotel development company in connection with development of a mixed-use hotel in Anaheim, California as a commercial condominium allowing for separate ownership of hotel and retail components.

Represented a developer in connection with acquisition of hotel in San Diego, California and conversion of hotel to a commercial condominium for conversion of use to timeshare vacation club component site.

Vacation Ownership Transactions

Represented the developers in connection with the structuring and documentation of multi-site vacations clubs, including the Carefree Vacation Club, the Conrad Vacation Club, the Disney Vacation Club, the Fiesta Americana Vacation Club, the Fleetwood Vacation Club, the Shell Vacations Club, and the World-Wide Vacation Club.

Represented developers in connection with the creation, documentation, and registration of approximately 100 timeshare and fractional ownership projects located in the states of Arizona, Arkansas, California, Colorado, Hawaii, Nevada, Oregon, as well as in British Columbia, Canada, Cabo San Lucas, Puerto Vallarta, Punta Mita and Ixtapa-Zihuatanejo, Mexico, and Bali, Indonesia, and the Republic of the Fiji Islands.

Represented a motor home coach manufacturer in connection with the structuring and documentation of a points-based, multi-location recreational vehicle vacation club.

Publications &
Speaking Engagements

Publications

Specialty Commercial Purchase And Sale Agreement Provisions: Hotels, The California Continuing Education Of The Bar (CEB) , 2009

Time-Share, Fractional Interest And Vacation Club Projects: A Legal Overview, The California Continuing Education Of The Bar (CEB), 2009

Resort Development, South Of The Border, Developments - ARDA Publication, 7/1/2008

Speaking Engagements

Some Emerging Alternatives To Traditional Ownership Of Resort Real Estate, Ragatz Fractional & Resort Real Estate 2012 Conference, 3/13/2012

Brainstorming On How To Solve The Lack Of Financing, Ragatz Associates Fractional Interest Conference, 3/15/2011

Sharing Thoughts With Some Industry Leaders, Ragatz Associates Fractional Interest Conference, 3/30/2010

Meet The Experts, Ragatz Fractional Interest Conference, 2010

The Search For Financing, Ragatz Associates Fractional Interest Conference, 3/10/2009

Thoughts On Moving Forward In The Fractional Interest Industry, Ragatz Associates Fractional Interest Conference, 3/10/2009

Hear From Independent Developers At The Private Residence Club Level, 2008 Fractional Interest Symposium, 3/18/2008

Fractional Financing, Ragatz Fractional Interest Conference, 2006- 2009

Awards &
Affiliations

Awards & Recognition

  • Best Lawyers, Real Estate Law, 2007-2018
  • Northern California Super Lawyers, 2015-2017
  • Southern California Super Lawyers, 2004; 2011-2014

Professional Affiliations

  • American Resort Development Association, Board of Trustees
  •  American Resort Development Association Ethics Committee, Immediate Past Chairman
  • Urban Land Institute (ULI)

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PRACTICE AREAS

Bar and Court Admissions

  • State Bar of California
  • State Bar of Nevada (inactive)

Education

  • J.D., University of California, Los Angeles School of Law, 1973
  • B.A., Yale University, 1970