Gary L. Ellsworth

Gary collaborates with in-house counsel and business teams at his corporate, nonprofit and municipal clients to find the right solution to their real estate needs, including those in the construction, banking, environmental, and manufacturing industries. Additionally, he represents clients in the acquisition of mineral interests including oil and natural gas by fee or lease. Gary has also assisted national banks with local and multi-site real estate financing transactions.

Through his work with nonprofit organizations, he structures financial agreements for the acquisition of property, including multi-family housing developments, and helps the organizations obtain certain tax exemptions.

Whether the client is the buyer, seller or looking to develop property, Gary is well-versed in the entire real estate lifecycle.

Gary has been recognized as a Leading Lawyer by Chambers USA in Real Estate, Band 4 in Ohio (2024). He is described by clients as "Practical and responsive; Gary is a pleasure to work with. He is prompt, concise and thorough. Gary is extremely good at drafting and at being timely and responsive. He is very valuable and we get a lot out of him. He can adapt quickly and get the outcome we're looking for."

He previously served as Regional Park Planner for the Cleveland Metroparks where his duties included acquiring land for the Metroparks and assisting private landowners and municipalities with issues concerning land and natural resource conservation and protection. Gary also represented Cleveland Metroparks in an eight-county regional park and conservation agency consortium to preserve open space in Northeast Ohio.

Gary joined Calfee in 2007.

Honors & Recognitions

• Chambers USA, Real Estate Law, Band 4, Ohio (2024)
• The Best Lawyers in America^®, Real Estate Law (2024-2025)

Education

J.D., Cleveland State University College of Law, Law Review Editor, 1991

M.A., Bowling Green State University, 1983

B.A., Bowling Green State University, 1982

Experience

• Calfee has grown our representation of a publicly traded, Fortune 500, consumer goods company in a portfolio of leasing, subleasing, divestitures, and joint venture transactions across the country. Specifically, we have represented the client on divestitures in two states and leasing and subleasing transactions in five additional states as well as with a joint venture agreement.
• Serving as lead counsel to a West Coast real estate investment company client in its sale of a multi-story office building located in a Central Ohio business park.
• Representing a publicly traded manufacturing company in connection with multiple acquisitions and divestitures of real estate optimizing its portfolio of owned and leased properties for its U.S. operations. Calfee performed all property diligence and negotiated and documented the purchase agreements to acquire manufacturing and office properties in Ohio in 2022, and Calfee is working on a site acquisition in North Carolina.
• In 2023, Calfee’s Real Estate Group assisted a professional services agency client with five locations in the USA with the review, diligence, and Landlord consents for seven leased properties located on the East Coast and West Coast of the U.S. The client acquired the equity interests of a manufacturer, which leases large warehouse facilities in four states.
• A dealership closed its multi-million-dollar credit facility and paid off all of its outstanding debt to this client, an American multinational financial services company. Calfee’s Real Estate team assisted with the preparation of Satisfactions of Mortgages and Deeds of Trust, and Terminations of Subordination, Non-Disclosure, and Attornment Agreements for 55 retail locations and the dealership’s headquarters. Calfee also coordinated the recording of the Satisfactions and Terminations of the Subordination, Non-Disturbance, and Attornment Agreements. The 2022 closing of the credit facility represented a major transaction for the client's local office, and Calfee was able to provide significant assistance in releasing the real estate encumbered under the credit agreement.
• Providing legal counsel in an ongoing representation of affiliated joint ventures and development projects throughout Ohio for a development and construction company. Calfee provides legal counsel in an ongoing representation of an affiliated joint venture involving the development of a former governmental facility and adjoining property to an 150+-acre, mixed-use development. As part of our ongoing representation, we have assisted this client with acquiring and financing the parcels in this development involving multi-family housing as well as the relocation of this client’s corporate headquarters to this development. This representation includes the drafting and negotiation of the development agreement amendment, drafting and negotiation of financing documents, public finance documents, residential leases, and other site assemblage matters. Additionally, our firm’s ongoing representation for this client includes overall site development work and coordination with a publicly traded Fortune 500 company, which acquired the property from the joint venture.
• Representing a publicly traded, Fortune 1000 company and its affiliated companies on the real estate aspects of various corporate and real estate acquisitions, divestitures, and leasing matters. Calfee’s work includes due diligence review, title, survey, property condition evaluations, easement agreements, and zoning analysis for owned real properties located in the U.S. Southeast and West Coast, and lease analysis involving properties throughout the United States. We also are negotiating new lease agreements and lease amendments for other related facilities as well as stock purchase agreements, membership interest agreements, and asset purchase agreements. We have represented the client and its subsidiaries in connection with several corporate transactions involving negotiating new leases and assignments of leases. We have represented a subsidiary company and their affiliated entities on a ground lease as well as various lease amendments, lease reviews, and other corporate real estate counsel in the United States and Canada.
• Representing a leading natural resources provider and its various subsidiaries on all aspects of real estate transactions throughout the United States, serving as their go-to “in-house” counsel on a variety of transactions. This ongoing representation includes advising the client on strategic business matters as well as drafting and negotiating purchase and sale agreements, lease agreements, easements, licenses, access agreements, transloading agreements, occupancy agreements, non-disclosure agreements, brokerage listing agreements, due diligence reviews, real estate title and survey reviews, zoning and permitting analyses, and drafting closing documents.
• Representing an industrial mining client for the purchase, sale and leasing of property for mining and future mining reserves. Representation includes preparing purchase agreements and acquisition documents, purchase options for future acquisitions of mining reserves, lease agreements and negotiating railroad agreements for the transportation of mined product.
• Representing a development client with the acquisition of former industrial properties for large-scale redevelopment projects. 
• Representing a client in aviation manufacturing in acquiring properties throughout the Midwest to expand manufacturing operations.
• Representing a specialty chemical and products manufacturer with the purchase and lease of real property throughout the United States.
• Representing a utility client with the development of a corporate training center, including the acquisition of the property and obtaining multiple zoning variances for the development.
• Representing a private school located in Cleveland for the continuing acquisition of property for the expansion of school and community health facilities.
• Representing a national banking client for the financing of the construction and ongoing operation of retail stores throughout the Midwest.
• Assisting nonprofit clients with the preparation and filing of applications for obtaining real estate tax exemptions for acquired property.
• Representing a real estate trust with the purchase of office buildings and commercial property.
• Represented a nonprofit client with the acquisition of property and financing for the construction of a large multi-family development in downtown Cleveland.
• Represented a client for the purchase of over 20,000 acres of coal and mineral reserve property in West Virginia.

Professional & Community

• Cleveland Metropolitan Bar Association, Member
• Ohio State Bar Association, Member

Articles & Presentations

“At Risk Landlord: How to Protect Your New Lease,” Cleveland Metropolitan Bar Association Bar Journal

“All’s Well that Ends in a Well, or Is It? The Impact of Oil and Gas Leasing on Current and Future Mortgages,” Cleveland Metropolitan Bar Association Bar Journal

“Advanced Topics in Commercial Real Estate,” Ohio Association of Realtors Legislative Conference and the Ohio State Bar Association Seminar, Ohio