From left: E.R. “Bo” Sanford II, Chief Investment Officer, Midway and Carol Burke, a partner in Reed Smith in Houston
From left: E.R. “Bo” Sanford II, Chief Investment Officer, Midway and Carol Burke, a partner in Reed Smith in Houston (Brenda Sapino Jeffreys)

Carol Burke, a Houston lawyer, and E. R. “Bo” Sanford II, a real estate finance executive, were friends before Sanford hired Burke for legal work, which may be the key reason they’ve done deals together for 29 years.

“Personally, we like each other a lot,” Sanford said during an interview at his company’s office at CityCentre in Houston. Sanford is chief investment officer at Houston-based Midway, a real estate investment firm that owns and develops projects.

“We raised our families together,” Burke said, noting that she met Sanford in the early 1980s through her husband, John, who then worked with Sanford at the former RepublicBank Houston.

A friendship that predates a business relationship helps explain how a lawyer and a client can maintain a working partnership over many years, even as they each change jobs over their careers. This story is one in an occasional Texas Lawyer series, Long-Haul Law.

Burke, a partner in Reed Smith in Houston and a 1983 graduate of the University of Houston Law Center, said she did her first deal for Sanford in 1984 when she was an associate at the former Butler & Binion in Houston. She continued to do work for Sanford while he was at RepublicBank, and then did more for Citicorp Real Estate Inc., after Sanford he moved there in 1985.

Sanford moved to Midway in 1992.

Meanwhile, Burke was also on the move. She left Butler & Binion in 1988 for Johnson & Gibbs (later Johnson & Wortley), where she made partner in 1989. Johnson & Wortley dissolved at the end of 1994, and Burke joined Gardere & Wynne, (now Gardere Wynne Sewell), in 1995 as a partner in Houston. In 2008, Burke moved to Pillsbury Winthrop Shaw Pittman in Houston, and most recently, in January, she joined Reed Smith as a partner in Houston.

Through all of that change, the working relationship between Sanford and Burke has grown and strengthened.

“There’s always a great consistency of service. We were comfortable working together. There’s a lot of value,” Sanford said.

Burke said they approach a deal similarly, which makes it an easy fit. “I’m a very bottom-line-oriented person and obviously a banker is a very bottom-line person,” she said.

Sanford said Burke has the ability to “diffuse tense situations,” a quality that he finds invaluable.

“Sometimes the principals get caught up in emotions on a transaction. She has demonstrated an ability to bring reasoned and calming solutions to the table to help diffuse the situations. I’ve seen that in several instances among buyers and sellers and tenants and landlords,” he said.

“I become the interface,” Burke said in explaining her role.

Property Projects

Midway’s offices are in a large, high-profile project it developed called CityCentre, a mixed use development in west Houston on the site of the former Town & Country mall.

Sanford said Midway bought the property in 2004. At that time, there were about 42 tenants, including Neiman Marcus, but there weren’t more moderately priced department stores, he said.

“We knew it was a great real estate location. It just didn’t need to be a mall,” he said.

According to Sanford, CityCentre has 300,000 square feet of office space, 255 hotel rooms, 800 apartments, retail space, and construction is about to start on the fifth and final office building, which will bring office space to 650,000 square feet. The large public space is “activated” by about 150 events a year ranging from a farmers’ market to a guitar player to fireworks on New Year’s Eve.

Burke says she did only a small amount of work on the CityCentre project because Midway’s main source of equity funding turned to their counsel. But Burke says she represented Midway in negotiating a joint venture with Canyon-Johnson Urban Funds to purchase the Houston Pavilions, a mixed-use development in downtown Houston in 2012. Sanford said the Houston Pavilions is now called GreenStreets.

Sanford said that with projects such as GreenStreets, the deal doesn’t end at closing. There’s continuing work, he said.

Burke said that in the months since the purchase was completed in 2012, she has worked on leases, among other work, and represents Midway in its purchase of a parcel of the property for a separate project that hasn’t been disclosed.

Sanford said Burke has done a variety of work for Midway besides GreenStreets, including a joint venture, a project with a large non-profit, and numerous leases.

“In essence, I’m kind of like an outside GC,” Burke said.

Sanford said he feels free to call Burke at any time when deals are brewing or there’s a potential legal issue. Burke said they have had many late-night conversations, often when one of them is out of town for work or for pleasure. Burke recalls one “early in the U.S., late in France” call while she was vacationing in France.

Burke said she does whatever it takes because Midway is “a big client, but more importantly a special client.”

Burke is also currently assisting Midway with a corporate reorganization, Sanford said.

Sanford said Burke’s lateral moves have not been an issue in their business relationship. “She would tell me she made the decision for these reasons. …We were always supportive of her reasons,” he said.

LONG-TERM RELATIONSHIP TIPS
Carol Burke’s Tips for Maintaining a Long-Term Client Relationship
Bo Sanford’s Tips for Young Lawyers Who Want to Build a Long-Term Client Relationship
  • Build a meaningful, trusting relationship
  • Do the best job you can
  • Look for the creative solutions
  • The deal closing is just the beginning of the work on a real estate project
  • Good counsel work in the trenches