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Image of David S. Demian, a partner at Finch, Thornton & Baird, LLP.

David S. Demian

Partner

David and his team have cultivated a much deserved reputation for getting even the most challenging legal needs done right for a U.S. and international clientele. Their commitment to providing a quality legal product and the best possible service is evidenced by a long list of loyal clients.

(858) 737-3100, Ext. 3118

(858) 737-3101

David Demian is a savvy business advisor and experienced litigator who works with construction and general business owners, in-house counsel, and real estate owners, landlords, and tenants.  He is an expert in federal contracting procurement and regulatory law, SBA and VA set-aside programs, corporate licensing and business agreements, and commercial transactions and real estate matters.  Clients value his ability to provide solutions to their toughest business problems — all while maintaining the positive demeanor you expect from your strongest business advocate.  David’s commitment to providing a quality legal product and the best possible service is evidenced by a long list of loyal clients.

Most businesses will benefit from collaboration with a take-charge leader who is not afraid to roll up his sleeves.  While at Harvard University, this SoCal native served as captain of the men’s basketball team and was respected by both coaches and teammates.  Today, David thrives leading ambitious large and small business ventures — and everything in between — from early stage fundamentals and planning through to commercial enterprise success and founder exit strategies.

FEDERAL PROCUREMENT AND REGULATORY LAW

In the highly regulated construction arena, David offers in-depth knowledge of federal contracting issues including Federal Acquisition Regulations, the Contract Disputes Act, the Miller Act, and all SBA and VA set-aside programs.  Taking the time to fully understand the legal and business challenges his owner clients face daily sets David apart.  This extra effort is exactly why David is so well suited to provide advice on the structuring of small businesses that desire to operate and qualify in both state and federal programs such as Women Owned Small Business, HUBZone Small Business, Veteran Owned Small Business, and 8(a) Small and Disadvantaged Business Enterprises.

CORPORATE LICENSING AND BUSINESS AGREEMENTS

For construction and general business owners, David often summons Benjamin Franklin’s axiom, “An ounce of prevention is worth a pound of cure” for good reason.  It is prudent advice for in-state and out-of-state companies looking to succeed in California.  David and his team offer a one-stop solution for business owners seeking advice and legal counsel surrounding corporate structure, licensing, finance, regulatory, asset protection, and business continuity planning.  David and his team have cultivated a much deserved reputation for getting even the most challenging legal needs done right for both a U.S. and international clientele.

BUSINESS AND COMMERCIAL TRANSACTIONS AND LITIGATION

In addition to creating the strong legal foundation necessary for business success, David counsels clients on routine — and not so routine — business operations issues.  These include the contractor, subcontractor, or general business agreements necessary to effectively address consulting, purchasing, teaming, joint venture, loans, and security issues.  The fact that David frequently serves as his clients’ officially designated agent in California is testament to the trust he has earned and the quality legal work he delivers.

As the saying goes, “Business is business.”  Because business doesn’t always work as planned, however, David’s dispute resolution and litigation experience in a variety of business, construction, and real estate settings can help, too.  David and his experienced team have all the tools necessary to represent clients from early positioning and negotiation through trial and appeal.

REAL ESTATE TRANSACTIONS AND LITIGATION

Shortly after the launch of his legal career, David enjoyed success as a licensed broker in San Diego’s real estate community.  This hands-on experience serves construction and non-construction clients especially well throughout all aspects of their transactional and litigation needs.  Real estate finance transactions for both permanent and construction financing for multiple office building and housing projects are a particular focus.  David represents owners, landlords, and tenants.

  • Construction, business, and commercial litigation
  • Corporate counseling, business planning, and asset protection agreements
  • Small, disadvantaged and set-aside business agreements for SDVOSB, 8A, DBE, and WOSB
  • Business and licensing agreements for California and out-of-state companies
  • Corporate structuring, restructuring, finance, compliance, and acquisition agreements
  • Key employee, executive compensation, and business continuity agreements
  • Regulatory, compliance, and operational agreements
  • Federal claims and procurement disputes including Miller Act claims, Requests for Equitable Adjustments (REAs), GAO protests, and SBA Size and Status protests
  • Local, state, and federal bid protests
  • Real estate finance transactions for both permanent and construction financing
  • Leasing transactions for industrial and office properties
Groundbreaking GAO Protest of Department of Veterans’ Affairs Solicitation

The firm successfully protested to the GAO the VA’s award of a $23 million solar project in Las Vegas to R.E.M. Construction Co. The project was to be awarded by the VA on the basis of price and technical considerations deemed most advantageous to the government. After the firm’s client, SPINT, submitted the second lowest priced proposal, the VA awarded the project to R.E.M., with a higher priced proposal than SPINT, ostensibly because of R.E.M.’s superior technical rating.

In the fall of 2011, the firm protested the award arguing the VA improperly evaluated SPINT’s technical proposal. The VA took immediate corrective action and re-evaluated the proposals. After the VA’s re-evaluation, the project was again awarded to R.E.M in March 2012. At that time, the VA failed to notify SPINT of the re-award and also did not post notice of the re-award on FedBizOpps. After SPINT received word of the re-ward to R.E.M. in May 2012, it requested a debriefing from the VA, which the VA refused to provide. The firm then protested the re-award, once again challenging the VA’s evaluation of SPINT’s proposal. In response, the VA filed a motion to dismiss, arguing that SPINT was notified of the re-award via e-mail in March 2012, and therefore its protest two months later was untimely. The firm defeated the motion to dismiss with a novel argument of the sufficiency of electronic notice, and then eventually supplemented its protest to challenge the VA’s utter failure to conduct a tradeoff analysis of all of the responsive proposals, as is required by the Federal Acquisition Regulations.

In a published decision, the GAO determined that the VA unreasonably evaluated SPINT’s proposal and fundamentally failed to perform a best-value tradeoff analysis. Accordingly, the GAO recommended that the VA re-evaluate all of the proposals, properly document its evaluation, perform a proper tradeoff analysis, and reimburse SPINT for the fees it incurred pursuing the protest. A copy of the published decision can be viewed here.

GAO File No. B-406024.4

Counsel: David S. Demian and Christopher R. Sillari

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a United States Department of Air Force $45,000,000 Indefinite Delivery, Indefinite Quantity (IDIQ), SABER, construction contract. Following submission of the firm’s protest the Contracting Agency filed a motion to dismiss with GAO which was unsuccessful. The parties participated in outcome prediction ADR, after which the Contracting Agency took corrective action. Following the re-evaluation of proposals, the firm’s client was awarded the $45,000,000 contract.

Counsel: David S. Demian

Corporate Structuring, Planning And Protection Of Intellectual Property Of Premium Organic Juice Manufacturer In U.S. And International Markets

The firm structured and planned new business with placement in major national retailers. Negotiated and managed corporate transactions from formation to raising capital and debt for major equipment. Negotiated commercial lease and counseled client regarding labor and employment procedures. Successfully registered client brand name in U.S. for protection of client intellectual property from conflicting or competing uses. Evaluated, planned and managed application process for client registration of additional brands, logos, product names and label design for over 30 products in the U.S., Canada, the European Union, and various other countries.

Counsel: David S. Demian, Chad T. Wishchuk, Allison N. Lantz, and Kelly A. Floyd

Bond V. Salem, et al.

The firm successfully defended a client against a fraudulent transfer action relating to a property transfer made in 2003. The firm demurred to the plaintiff’s complaint, arguing the complaint was time-barred by the seven-year limitations period of Civil Code section 3439.09, subdivision (c). Before filing the demurrer, the firm served plaintiff with a 128.7 motion for sanctions warning that the fraudulent transfer claim was time-barred by Section 3439.09, subdivision (c), and therefore, legally frivolous. Plaintiff refused to dismiss his complaint and forced the firm to file the 128.7 motion for sanctions. The court sustained the demurrer and dismissed the complaint, with prejudice, and granted the 128.7 motion for sanctions.

San Diego Superior Court Case No. 37-2012-00096990-CU-CL-CTLL

Counsel: David S. Demian

Cease and Desist of Copyright Infringement

The firm represents a local ecotourism and adventure company. The firm’s client is well known in the San Diego region for its highly successful whale-watching kayak tours, led by “Big Wave Dave.” The firm’s client was therefore shocked when it received a daily deal from Groupon that offered a whale-watching kayak tour from a direct competitor and included a picture of Big Wave Dave in a kayak next to a gray whale breaching the surface off the shores of La Jolla, which was taken directly from the client’s website. The firm immediately took action against the competitor and Groupon based on the copyright infringement, and successfully obtained the removal of the infringing image and correction of the daily deal without the need of litigation.

Counsel: David S. Demian and Christopher R. Sillari

GAO Protest of Department of Veterans’ Affairs Solicitation

The firm successfully protested the VA’s solicitation for the upgrade and renovations at the VA Greater Los Angeles Healthcare System before the GAO. Since early 2006, the VA has been incorporating Information Letter (IL) 049-06-4 into all of its solicitations. However, this IL conflicts with the Veterans First Contracting Program enacted in December 2006. The firm challenged the inclusion of the IL on this Los Angeles project, arguing that the IL jeopardized open and fair competition, and discouraged participation by legitimate veteran owned small businesses. Promptly following receipt of the firm’s protest, the VA took corrective action by cancelling the solicitation so that the project could be re-solicited without reference to the conflicting and superseded information letter. SDVOSB and VOSB enterprises should consult with legal counsel with any questions as to the VA’s implementation of these important programs which must be protected for the benefit of our veterans.

GAO File No. B-407092

Counsel: David S. Demian and Christopher R. Sillari

SBA Office of Hearings and Appeals (“OHA”) – Appeal of Size Determination

The firm successfully represented the client before the Small Business Administration’s Office of Hearings and Appeals in the appeal of an adverse SBA Size Determination. The SBA, through a Size Determination, held the firm’s client was not a small business due to affiliation with its 8(a) Mentor, alleging the firm’s client had violated the “3-2 Rule” and was economically dependent upon its Mentor. OHA considered the compelling factual evidence and legal argument made by the firm and reversed the SBA’s Size Determination, holding the firm’s client is a small business under the applicable NAICS code. This victory allows the firm’s client to pursue small business set aside contracts, which it would otherwise have been precluded from pursuing had the Size Determination remained in place.

Counsel: David S. Demian

Bid Protest – Army Corps of Engineers

The firm represented a large prime contractor specializing in Federal work in a bid protest against the Army Corps. of Engineers. The protest, on a proposal for $500 million worth of work on various Federal Installations, was based on the Army Corps’ improper rejection of a submittal in violation of its own specifications and applicable law. The firm prepared a bid protest and provided supporting cases and analysis to support the bid protest and discussions, ultimately resulting in the acceptance of the contractor’s submittal.

Counsel: David S. Demian and Nowell A. Lantz

DC Painting, Inc. v. Michael S. Summers

The firm’s client was a painting contractor that was awarded a contract to repaint a commercial building. Upon completion of the work, the owner refused to pay the firm’s client based on a number of alleged defects in performance. The firm proceeded to trial and successfully obtained a verdict in favor of its client for the full value of its client’s services, as well as a substantial attorneys’ fee award. The owner appealed the attorneys’ fee award and the firm successfully briefed and argued the appeal, which resulted in the upholding of the trial court’s ruling and the subsequent granting of additional attorneys’ fees related to the appeal.

San Diego Superior Court Case No. 37-2007-00074199-CL-BC-CTL; Court of Appeal of the State of California, 4th Dist. Case No. D055330

Counsel: David S. Demian and Christopher R. Sillari

California Senate Bill 392, Florez: Contractors: Limited Liability Companies

The firm drafted and successfully aided the passing of legislation permitting California limited liability companies to possess California contractor’s licenses. Senate Bill 392 fundamentally revised California’s Contractors State License Law and authorizes the California Contractors State License Board to begin issuing contractor’s licenses to limited liability companies no later than January 1, 2012. Senate Bill 392 allows contractors for the first time to take advantage of the management and tax benefits of organizing as a limited liability company, an advantage advocated by the firm’s transactional and estate planning practice groups for the construction industry.

Enacted September 30, 2010, as amendments to California’s Contractor’s State License Law codified at California Business & Professions Code Section 7000 et seq. and California Corporations Code Section 17002

Counsel: P. Randolph Finch Jr. and David S. Demian

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a $30,000,000 firm-fixed-price indefinite-delivery/indefinite-quantity contract before the Government Accountability Office (GAO) for construction and repair services for facilities and structures at Fort Leavenworth, Kansas. The procuring agency took corrective action upon reviewing the comprehensive protest submission, re-evaluated the offers, and the firm’s client was awarded the $30,000,000 contract.

Counsel: David S. Demian

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a GSA IDIQ contract for construction and related services. The solicitation provided for the award of multiple contracts to offerors for performance of work in multiple tiers and geographic zones. The GSA determined not to award a contract to the firm’s client. The procuring agency took corrective action upon reviewing the comprehensive protest submission, re-evaluated the offers, and the firm’s client was awarded the contract.

Counsel: David S. Demian

Small Business Administration (“SBA”) Size Protest

The firm advised its client as to the structuring of an 8(a) joint venture to pursue an 8(a) sole source set aside project for the United States Department of Air Force. The award was protested to the SBA by an unsuccessful offeror. The firm defended the award on behalf of its client and the protesting party voluntarily withdrew its protest.

Counsel: David S. Demian

Expansion Of International Bar And Club Brand Into United States

Negotiated and structured alliance of client’s international business with United States venture capitalists to expand operations into the United States, including formation of Nevada and California LLCs, international licensing agreements, and equity incentive planning.

Counsel: David S. Demian

Acquisition Of SBA Small Business Federal Construction Contractor

Structured and negotiated acquisition of SBA small business federal construction company, including related debt financing, security agreements, and federal approvals for transition of existing federal contracts to the firm’s client.

Counsel: David S. Demian

DOE Aggregates, Inc.

The firm represented its client in all aspects of an aggregate material mining operation, including obtaining state and local agency approvals of Conditional Use Permit, reclamation plan, reclamation bonds and insurance, drafting and negotiation of land lease, and mining agreements for total potential mine production of 4,000,000 cubic yards of material.

Counsel: P. Randolph Finch Jr., David S. Demian, and Allison N. Lantz

California Retail And Restaurant Business Entity Formation And Real Property Acquisition

Negotiated and structured acquisition of restaurant chain serving San Diego and Riverside Counties, including structuring equity incentives for key employees.

Counsel: P. Randolph Finch Jr. and David S. Demian

California Senate Bill 392, Florez: Contractors: Limited Liability Companies

The firm drafted and successfully aided the passing of legislation permitting California limited liability companies to possess California contractor’s licenses.  Senate Bill 392 fundamentally revised California’s Contractors State License Law and authorized the California Contractors State License Board to begin issuing contractor’s licenses to limited liability companies as of January 1, 2012.  Senate Bill 392 allowed contractors for the first time to take advantage of the management and tax benefits of organizing as a limited liability company, an advantage advocated by the firm’s transactional and estate planning practice groups for the construction industry.

Enacted September 30, 2010, as amendments to California’s Contractor’s State License Law codified at California Business & Professions Code Section 7000 et seq. and California Corporations Code Section 17002

Counsel: P. Randolph Finch Jr. and David S. Demian

David Demian is a savvy business advisor and experienced litigator who works with construction and general business owners, in-house counsel, and real estate owners, landlords, and tenants.  He is an expert in federal contracting procurement and regulatory law, SBA and VA set-aside programs, corporate licensing and business agreements, and commercial transactions and real estate matters.  Clients value his ability to provide solutions to their toughest business problems — all while maintaining the positive demeanor you expect from your strongest business advocate.  David’s commitment to providing a quality legal product and the best possible service is evidenced by a long list of loyal clients.

Most businesses will benefit from collaboration with a take-charge leader who is not afraid to roll up his sleeves.  While at Harvard University, this SoCal native served as captain of the men’s basketball team and was respected by both coaches and teammates.  Today, David thrives leading ambitious large and small business ventures — and everything in between — from early stage fundamentals and planning through to commercial enterprise success and founder exit strategies.

FEDERAL PROCUREMENT AND REGULATORY LAW

In the highly regulated construction arena, David offers in-depth knowledge of federal contracting issues including Federal Acquisition Regulations, the Contract Disputes Act, the Miller Act, and all SBA and VA set-aside programs.  Taking the time to fully understand the legal and business challenges his owner clients face daily sets David apart.  This extra effort is exactly why David is so well suited to provide advice on the structuring of small businesses that desire to operate and qualify in both state and federal programs such as Women Owned Small Business, HUBZone Small Business, Veteran Owned Small Business, and 8(a) Small and Disadvantaged Business Enterprises.

CORPORATE LICENSING AND BUSINESS AGREEMENTS

For construction and general business owners, David often summons Benjamin Franklin’s axiom, “An ounce of prevention is worth a pound of cure” for good reason.  It is prudent advice for in-state and out-of-state companies looking to succeed in California.  David and his team offer a one-stop solution for business owners seeking advice and legal counsel surrounding corporate structure, licensing, finance, regulatory, asset protection, and business continuity planning.  David and his team have cultivated a much deserved reputation for getting even the most challenging legal needs done right for both a U.S. and international clientele.

BUSINESS AND COMMERCIAL TRANSACTIONS AND LITIGATION

In addition to creating the strong legal foundation necessary for business success, David counsels clients on routine — and not so routine — business operations issues.  These include the contractor, subcontractor, or general business agreements necessary to effectively address consulting, purchasing, teaming, joint venture, loans, and security issues.  The fact that David frequently serves as his clients’ officially designated agent in California is testament to the trust he has earned and the quality legal work he delivers.

As the saying goes, “Business is business.”  Because business doesn’t always work as planned, however, David’s dispute resolution and litigation experience in a variety of business, construction, and real estate settings can help, too.  David and his experienced team have all the tools necessary to represent clients from early positioning and negotiation through trial and appeal.

REAL ESTATE TRANSACTIONS AND LITIGATION

Shortly after the launch of his legal career, David enjoyed success as a licensed broker in San Diego’s real estate community.  This hands-on experience serves construction and non-construction clients especially well throughout all aspects of their transactional and litigation needs.  Real estate finance transactions for both permanent and construction financing for multiple office building and housing projects are a particular focus.  David represents owners, landlords, and tenants.

  • Construction, business, and commercial litigation
  • Corporate counseling, business planning, and asset protection agreements
  • Small, disadvantaged and set-aside business agreements for SDVOSB, 8A, DBE, and WOSB
  • Business and licensing agreements for California and out-of-state companies
  • Corporate structuring, restructuring, finance, compliance, and acquisition agreements
  • Key employee, executive compensation, and business continuity agreements
  • Regulatory, compliance, and operational agreements
  • Federal claims and procurement disputes including Miller Act claims, Requests for Equitable Adjustments (REAs), GAO protests, and SBA Size and Status protests
  • Local, state, and federal bid protests
  • Real estate finance transactions for both permanent and construction financing
  • Leasing transactions for industrial and office properties
Groundbreaking GAO Protest of Department of Veterans’ Affairs Solicitation

The firm successfully protested to the GAO the VA’s award of a $23 million solar project in Las Vegas to R.E.M. Construction Co. The project was to be awarded by the VA on the basis of price and technical considerations deemed most advantageous to the government. After the firm’s client, SPINT, submitted the second lowest priced proposal, the VA awarded the project to R.E.M., with a higher priced proposal than SPINT, ostensibly because of R.E.M.’s superior technical rating.

In the fall of 2011, the firm protested the award arguing the VA improperly evaluated SPINT’s technical proposal. The VA took immediate corrective action and re-evaluated the proposals. After the VA’s re-evaluation, the project was again awarded to R.E.M in March 2012. At that time, the VA failed to notify SPINT of the re-award and also did not post notice of the re-award on FedBizOpps. After SPINT received word of the re-ward to R.E.M. in May 2012, it requested a debriefing from the VA, which the VA refused to provide. The firm then protested the re-award, once again challenging the VA’s evaluation of SPINT’s proposal. In response, the VA filed a motion to dismiss, arguing that SPINT was notified of the re-award via e-mail in March 2012, and therefore its protest two months later was untimely. The firm defeated the motion to dismiss with a novel argument of the sufficiency of electronic notice, and then eventually supplemented its protest to challenge the VA’s utter failure to conduct a tradeoff analysis of all of the responsive proposals, as is required by the Federal Acquisition Regulations.

In a published decision, the GAO determined that the VA unreasonably evaluated SPINT’s proposal and fundamentally failed to perform a best-value tradeoff analysis. Accordingly, the GAO recommended that the VA re-evaluate all of the proposals, properly document its evaluation, perform a proper tradeoff analysis, and reimburse SPINT for the fees it incurred pursuing the protest. A copy of the published decision can be viewed here.

GAO File No. B-406024.4

Counsel: David S. Demian and Christopher R. Sillari

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a United States Department of Air Force $45,000,000 Indefinite Delivery, Indefinite Quantity (IDIQ), SABER, construction contract. Following submission of the firm’s protest the Contracting Agency filed a motion to dismiss with GAO which was unsuccessful. The parties participated in outcome prediction ADR, after which the Contracting Agency took corrective action. Following the re-evaluation of proposals, the firm’s client was awarded the $45,000,000 contract.

Counsel: David S. Demian

Corporate Structuring, Planning And Protection Of Intellectual Property Of Premium Organic Juice Manufacturer In U.S. And International Markets

The firm structured and planned new business with placement in major national retailers. Negotiated and managed corporate transactions from formation to raising capital and debt for major equipment. Negotiated commercial lease and counseled client regarding labor and employment procedures. Successfully registered client brand name in U.S. for protection of client intellectual property from conflicting or competing uses. Evaluated, planned and managed application process for client registration of additional brands, logos, product names and label design for over 30 products in the U.S., Canada, the European Union, and various other countries.

Counsel: David S. Demian, Chad T. Wishchuk, Allison N. Lantz, and Kelly A. Floyd

Bond V. Salem, et al.

The firm successfully defended a client against a fraudulent transfer action relating to a property transfer made in 2003. The firm demurred to the plaintiff’s complaint, arguing the complaint was time-barred by the seven-year limitations period of Civil Code section 3439.09, subdivision (c). Before filing the demurrer, the firm served plaintiff with a 128.7 motion for sanctions warning that the fraudulent transfer claim was time-barred by Section 3439.09, subdivision (c), and therefore, legally frivolous. Plaintiff refused to dismiss his complaint and forced the firm to file the 128.7 motion for sanctions. The court sustained the demurrer and dismissed the complaint, with prejudice, and granted the 128.7 motion for sanctions.

San Diego Superior Court Case No. 37-2012-00096990-CU-CL-CTLL

Counsel: David S. Demian

Cease and Desist of Copyright Infringement

The firm represents a local ecotourism and adventure company. The firm’s client is well known in the San Diego region for its highly successful whale-watching kayak tours, led by “Big Wave Dave.” The firm’s client was therefore shocked when it received a daily deal from Groupon that offered a whale-watching kayak tour from a direct competitor and included a picture of Big Wave Dave in a kayak next to a gray whale breaching the surface off the shores of La Jolla, which was taken directly from the client’s website. The firm immediately took action against the competitor and Groupon based on the copyright infringement, and successfully obtained the removal of the infringing image and correction of the daily deal without the need of litigation.

Counsel: David S. Demian and Christopher R. Sillari

GAO Protest of Department of Veterans’ Affairs Solicitation

The firm successfully protested the VA’s solicitation for the upgrade and renovations at the VA Greater Los Angeles Healthcare System before the GAO. Since early 2006, the VA has been incorporating Information Letter (IL) 049-06-4 into all of its solicitations. However, this IL conflicts with the Veterans First Contracting Program enacted in December 2006. The firm challenged the inclusion of the IL on this Los Angeles project, arguing that the IL jeopardized open and fair competition, and discouraged participation by legitimate veteran owned small businesses. Promptly following receipt of the firm’s protest, the VA took corrective action by cancelling the solicitation so that the project could be re-solicited without reference to the conflicting and superseded information letter. SDVOSB and VOSB enterprises should consult with legal counsel with any questions as to the VA’s implementation of these important programs which must be protected for the benefit of our veterans.

GAO File No. B-407092

Counsel: David S. Demian and Christopher R. Sillari

SBA Office of Hearings and Appeals (“OHA”) – Appeal of Size Determination

The firm successfully represented the client before the Small Business Administration’s Office of Hearings and Appeals in the appeal of an adverse SBA Size Determination. The SBA, through a Size Determination, held the firm’s client was not a small business due to affiliation with its 8(a) Mentor, alleging the firm’s client had violated the “3-2 Rule” and was economically dependent upon its Mentor. OHA considered the compelling factual evidence and legal argument made by the firm and reversed the SBA’s Size Determination, holding the firm’s client is a small business under the applicable NAICS code. This victory allows the firm’s client to pursue small business set aside contracts, which it would otherwise have been precluded from pursuing had the Size Determination remained in place.

Counsel: David S. Demian

Bid Protest – Army Corps of Engineers

The firm represented a large prime contractor specializing in Federal work in a bid protest against the Army Corps. of Engineers. The protest, on a proposal for $500 million worth of work on various Federal Installations, was based on the Army Corps’ improper rejection of a submittal in violation of its own specifications and applicable law. The firm prepared a bid protest and provided supporting cases and analysis to support the bid protest and discussions, ultimately resulting in the acceptance of the contractor’s submittal.

Counsel: David S. Demian and Nowell A. Lantz

DC Painting, Inc. v. Michael S. Summers

The firm’s client was a painting contractor that was awarded a contract to repaint a commercial building. Upon completion of the work, the owner refused to pay the firm’s client based on a number of alleged defects in performance. The firm proceeded to trial and successfully obtained a verdict in favor of its client for the full value of its client’s services, as well as a substantial attorneys’ fee award. The owner appealed the attorneys’ fee award and the firm successfully briefed and argued the appeal, which resulted in the upholding of the trial court’s ruling and the subsequent granting of additional attorneys’ fees related to the appeal.

San Diego Superior Court Case No. 37-2007-00074199-CL-BC-CTL; Court of Appeal of the State of California, 4th Dist. Case No. D055330

Counsel: David S. Demian and Christopher R. Sillari

California Senate Bill 392, Florez: Contractors: Limited Liability Companies

The firm drafted and successfully aided the passing of legislation permitting California limited liability companies to possess California contractor’s licenses. Senate Bill 392 fundamentally revised California’s Contractors State License Law and authorizes the California Contractors State License Board to begin issuing contractor’s licenses to limited liability companies no later than January 1, 2012. Senate Bill 392 allows contractors for the first time to take advantage of the management and tax benefits of organizing as a limited liability company, an advantage advocated by the firm’s transactional and estate planning practice groups for the construction industry.

Enacted September 30, 2010, as amendments to California’s Contractor’s State License Law codified at California Business & Professions Code Section 7000 et seq. and California Corporations Code Section 17002

Counsel: P. Randolph Finch Jr. and David S. Demian

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a $30,000,000 firm-fixed-price indefinite-delivery/indefinite-quantity contract before the Government Accountability Office (GAO) for construction and repair services for facilities and structures at Fort Leavenworth, Kansas. The procuring agency took corrective action upon reviewing the comprehensive protest submission, re-evaluated the offers, and the firm’s client was awarded the $30,000,000 contract.

Counsel: David S. Demian

Government Accountability Office (GAO) Protest

The firm successfully protested the award of a GSA IDIQ contract for construction and related services. The solicitation provided for the award of multiple contracts to offerors for performance of work in multiple tiers and geographic zones. The GSA determined not to award a contract to the firm’s client. The procuring agency took corrective action upon reviewing the comprehensive protest submission, re-evaluated the offers, and the firm’s client was awarded the contract.

Counsel: David S. Demian

Small Business Administration (“SBA”) Size Protest

The firm advised its client as to the structuring of an 8(a) joint venture to pursue an 8(a) sole source set aside project for the United States Department of Air Force. The award was protested to the SBA by an unsuccessful offeror. The firm defended the award on behalf of its client and the protesting party voluntarily withdrew its protest.

Counsel: David S. Demian

Expansion Of International Bar And Club Brand Into United States

Negotiated and structured alliance of client’s international business with United States venture capitalists to expand operations into the United States, including formation of Nevada and California LLCs, international licensing agreements, and equity incentive planning.

Counsel: David S. Demian

Acquisition Of SBA Small Business Federal Construction Contractor

Structured and negotiated acquisition of SBA small business federal construction company, including related debt financing, security agreements, and federal approvals for transition of existing federal contracts to the firm’s client.

Counsel: David S. Demian

DOE Aggregates, Inc.

The firm represented its client in all aspects of an aggregate material mining operation, including obtaining state and local agency approvals of Conditional Use Permit, reclamation plan, reclamation bonds and insurance, drafting and negotiation of land lease, and mining agreements for total potential mine production of 4,000,000 cubic yards of material.

Counsel: P. Randolph Finch Jr., David S. Demian, and Allison N. Lantz

California Retail And Restaurant Business Entity Formation And Real Property Acquisition

Negotiated and structured acquisition of restaurant chain serving San Diego and Riverside Counties, including structuring equity incentives for key employees.

Counsel: P. Randolph Finch Jr. and David S. Demian

California Senate Bill 392, Florez: Contractors: Limited Liability Companies

The firm drafted and successfully aided the passing of legislation permitting California limited liability companies to possess California contractor’s licenses.  Senate Bill 392 fundamentally revised California’s Contractors State License Law and authorized the California Contractors State License Board to begin issuing contractor’s licenses to limited liability companies as of January 1, 2012.  Senate Bill 392 allowed contractors for the first time to take advantage of the management and tax benefits of organizing as a limited liability company, an advantage advocated by the firm’s transactional and estate planning practice groups for the construction industry.

Enacted September 30, 2010, as amendments to California’s Contractor’s State License Law codified at California Business & Professions Code Section 7000 et seq. and California Corporations Code Section 17002

Counsel: P. Randolph Finch Jr. and David S. Demian

David and his team have cultivated a much deserved reputation for getting even the most challenging legal needs done right for U.S. and international clientele. Their commitment to providing a quality legal product and the best possible service is evidenced by a long list of loyal clients.

(858) 737-3100, Ext. 3118

(858) 737-3101

Heidi K. Runge
Paralegal
Alexandria M. Quindt
Legal Secretary
  • Construction Law
    • Claims & Disputes
    • Local Agency, Municipal & State Contracts
    • Federal Procurement & Claims
    • Project Counsel
    • Prime Contracts & Subcontracts
    • Real Estate
    • Corporate
    • Wealth Preservation
  • Business & Commercial Litigation
  • Business & Commercial Transactions
  • Real Estate
  • Wealth Preservation
  • California: State Courts
  • U.S. District Courts of California: Central, Eastern, Northern, Southern
  • U.S. District Court of California: Southern Bankruptcy Court
  • U.S. District Court of Mississippi: Southern
  • U.S. Court of Federal Claims
  • University of San Diego School of Law, J.D.
  • Harvard University, B.A., Government
  • State Bar of California
  • San Diego County Bar Association: Construction and Real Property Section
  • Harvard Club of San Diego
  • San Diego Super Lawyer for Construction 2013, 2014, 2015, 2016, 2017, and 2018
  • 2016 Best of the Bar by the San Diego Business Journal
  • 2014 San Diego County Top Attorney in Real Estate and Construction by the San Diego Daily Transcript
  • 2012 California Top Real Estate Attorney by the Daily Journal
  • Board of Directors, American Heart Association, San Diego Division
  • Distinguished speaker for American Heart Association 2012 San Diego Heart Beach Ball

Mr. Demian is an accomplished public speaker and regularly addresses the construction community on a range of training and educational topics, including formation of limited liability companies, indemnity in construction, lien law and more:

Top 10 Issues For Construction Contract Negotiations

Indemnity Made Simple For Construction Law

Federal/State Small Business Programs And Teaming To Win Projects

Value Add Lease Provisions: Maximize Economics And Increase Flexibility In Commercial Leases

What The Heck Is An LLC And Why Should I Care?

Construction Lien Law In California

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