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Dorothy R. Groza

Partner

Dorothy approaches deals with an owner mindset and seeks to find the right balance between business opportunity and legal risk. Combining in-house and firm experience, her entrepreneurial spirit and knack for creative problem-solving have made her an invaluable legal advisor to clients. She has represented clients in numerous industries including real estate, hospitality, restaurant, cannabis, automotive, manufacturing and technology.

With over 12 years of experience in all phases of complex real estate and business transactions, Dorothy has a deep understanding of navigating complex deals in her client’s best favor. She has facilitated the acquisition, disposition, leasing and development of over 900 million dollars in real estate transactions, gaining significant purchase and sale, financing, leasing, due diligence, contract negotiation, loan documentation, regulatory, construction, zoning, and easement experience. Dorothy has served as counsel to purchasers and sellers of hotels, office buildings, multi-family, shopping centers, industrial warehouses, offices and mixed-use projects throughout the United States.

Prior to joining CGS3, Dorothy was general counsel for Empire, a leading California retailer, manufacturer, and distributor. During her tenure at Empire, she led the company’s legal department where she handled complex business, real estate, and regulatory matters. Concurrently, she also managed her own independent law firm, Groza Law, for nine years – where she focused on major hospitality acquisitions and handled a variety of transactional and commercial matters, including business formation, start-up funding, governance, shareholder agreements, licenses, and distribution agreements.

Dorothy was also previously in-house counsel for SOCA, a multi-state portfolio developer and worked as an associate attorney at Prenovost, Normandin, Dawe & Rocha, an Orange County based business, real estate and construction firm where she gained litigation experience.

In her off time, Dorothy puts a dynamic twist on her professional persona and is a vintage auto and motorcycle enthusiast.  You can find her rally driving through backroads and canyons or racing the Norra Mexican 1000 through Baja with friends.

Notable Deals/Cases

  • Represented the seller in the disposition of a five-star luxury hotel in Southern California for total consideration exceeding $140 million, including the negotiation of forbearance and workout arrangements with mezzanine and junior lenders, structuring and documentation of contingent payment rights for equity holders and investors, and management of complex closing issues involving multiple lender, investor, and hotel management stakeholders.
  • Represented a regional developer in connection with construction financing exceeding $100 million for the development of multiple multifamily and mixed-use projects in San Diego County.
  • Represented joint venture partners in the dissolution of their business relationship and the subsequent disposition of partnership assets valued at over $82 million.
  • Represented the purchaser in a $60+ million acquisition of a mixed-use development opportunity in Utah consisting of an existing income-producing asset and two adjacent parcels slated for future mixed-use development, including negotiation of the acquisition documents, acquisition financing, and a related future construction loan facility.
  • Represented a developer in negotiating joint venture arrangements with an institutional equity partner and securing $57 million in financing for a multifamily development in Irvine, California.
  • Represented the buyer in the $52+ million acquisition of a portfolio of defaulted loans secured by mixed-use office, retail, and residential projects located throughout Los Angeles County.
  • Represented a private homebuilder in land acquisitions and development transactions exceeding $50 million in aggregate value, ranging from unentitled parcels to finished lots in master-planned communities in Irvine, California, including preparation of master project covenants, conditions and restrictions, financing documentation, and development-related agreements.
  • Represented a developer in a $45+ million acquisition and assigned purchase and sale transaction involving a master-planned mixed-use development in Santa Clara County, including affordable housing, townhome, multifamily, and retail components. The transaction included a complex land banking structure, the disposition of development parcels to third-party developers, and negotiated rights to repurchase certain parcels following entitlement approvals.
  • Represented the purchaser in the $42+ million acquisition of a nationally flagged hotel in Los Angeles County, navigating multiple ground leases, complex reciprocal easement and zoning arrangements, major leases, and third-party hotel management and franchise agreements.
  • Represented a client in the $40 million equity acquisition of a commercial office building in Chicago, including negotiation of ongoing asset and property management agreements.
  • Represented an international hotel operator in the acquisition and financing of a $39.8 million hotel in Norwalk, California.
  • Represented an investor in the acquisition of a $37+ million distressed loan portfolio secured by commercial real estate assets located in Newport Beach, California, including negotiation of loan sale documentation, collateral due diligence, and analysis of enforcement and workout strategies.
  • Represented joint venture partners in the acquisition and related 1031 exchange of a $28.5 million hospitality property.
  • Negotiated and drafted more than 200 complex, bespoke, high-value commercial real estate purchase and sale agreements, along with related financing and transactional documentation.
  • Represented a private investor group in acquiring a portfolio of three hotels and related restaurant assets in Southern California.
  • Advised a major foreign hotel group in the acquisition and structured financing of a hotel property in Los Angeles County.
  • Advised a foreign investment group in negotiating franchise agreements with a global hospitality brand for multiple properties.
  • Represented an investor in the acquisition and development of a mixed-use, 216-unit residential project in Orange County.
  • Represented a hotel owner in refinancing an existing loan, acquiring a partner’s membership interests, and restructuring and consolidating junior debt secured by a Los Angeles County hotel.
  • Represented an investor in the purchase and sale of three fully entitled development projects in Orange County.
  • Facilitated negotiation of design and construction contracts for student housing developments in Colorado, Wisconsin, and Illinois.
  • Negotiated a global separation and settlement agreement under which an operating partner withdrew from a vertically integrated portfolio of cannabis retail, cultivation, manufacturing, and distribution facilities in the Inland Empire.
  • Secured a favorable settlement on behalf of a loan brokerage in connection with a multi-million-dollar investor claim involving Southern California land assets.
  • Defended nine TIC participants in complex litigation involving alleged breaches of tenant-in-common partnership agreements related to a Texas asset.

Accolades

  • Moderator, “Bisnow’s Southern California Hospitality and Retail Commercial Real Estate Summit,” Bisnow (2026)

Education

  • J.D., Southwestern Law School
    • President, Student Bar Association
    • Law Review Contributor
    • Founder, Elder Law Advocacy Group
  • B.A., California Baptist University

Bar Admissions

  • California
  • United States District Courts (Central, Eastern, Northern)

Involvement

  • California Department of Real Estate, Broker, #01916156
  • CHIEF, Member
  • Long Beach Commercial Real Estate Council, Member
  • Food on Foot, Volunteer
Dorothy R. Groza