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. Art regularly assists clients in connection with the purchase, development, financing, and sale of their projects. In the complicated world of mixed-use and shared-ownership hospitality projects, Art has structured some of the most creative ownership platforms in use today.

Hotel Transactions Expertise

Art’s hotel transaction expertise includes structuring, negotiating, documenting, and closing the purchase and sale of stand-alone hotels or destination resort properties, whether shovel-ready as entitled development projects or raw land. He also performs due diligence investigations of potential acquisitions. He has vast knowledge of business ancillary hospitality components of golf, tennis, and food and beverage, as well as negotiation and documentation of hotel operating agreements, pre-development advisory agreements and franchise and licensing agreements.

Hotel Structuring Expertise

Art’s hotel structuring expertise covers multiple development dimensions.   He is adept in the legal design and structuring of projects to optimize flexibility for real estate ownership, financing and future sale of hospitality assets.  He has created and structured condominium hotels, both for investment and for sale purposes, and utilizes "cloud" condominium structures, leasehold condominiums, commercial condominiums for mixed-use hotel, retail, and residential projects to respond to regional and local land use restrictions that can make the development of traditionally structured forms of hospitality projects difficult, impractical or, even, impossible.

Shared Ownership Industry Advocate

Art is one of the leading attorneys for the timeshare and vacation ownership industry. His clients have included 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.  His shared ownership work includes: 

  • Purchase and financing of properties of all types and descriptions and their conversion to all types of vacation ownership uses.
  • 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.
  • Entitlements and land use approvals
  • Dealings with government at all levels, including 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
  • Drafting, negotiating changes to and participating in the enactment of timeshare ordinances designed to regulate timesharing at the local level.

Art 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 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.

He advocates for the shared ownership industry, having served three separate terms as a member of the Board of Director of the American Resort Development Association and two separate terms as Chairman of the ARDA Ethics Committee. He currently serves as Co-Chair of the ARDA Ethics Committee.   

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

Time Share Today – Will It Work for your Clients, The Practical Real Estate Lawyer, July, 2019

The Ninth Circuit Concludes That Condo-Hotel Units At The Hard Rock Hotel Are Not A Security, CCN Client Alert, 8/16/2013

Resort Hospitality Development In Mexico, www.HotelExecutive.com, 1/22/2013

Speaking Engagements

Time After Time – The Timeshare Industry Then and Now:  Regulatory Considerations in Mixed-Use Projects That Contain Condominiums, Condo-Hotels or Timeshares, American College of Real Estate Lawyers, Spring 2018 Meeting, Orlando, Florida

Awards &
Affiliations

Awards & Recognition

  • Best Lawyers, Real Estate Law, 2007-2021
  • Northern California Super Lawyers, 2015-2020
  • 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

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