Dimitri Adloff


Wanda Potthoff, 303.575.7522


Dimitri Adloff is a business attorney with a wide range of experience helping clients with real estate deals, business transactions, fund formations and litigation matters. Dimitri focuses on providing thoughtful, responsive, and pragmatic counsel so that his clients can effectively address risk and successfully advance their goals.

In his real estate practice Dimitri represents developers and investors in the office, industrial, retail, multifamily, resort, hospitality, and manufactured housing industries. In addition to assisting with purchase and sale, financing and leasing transactions, Dimitri has substantial experience helping clients structure joint ventures and form equity funds. Dimitri also advises clients related to the formation and structuring of qualified opportunity funds for the purpose of investing in qualified opportunity zone property and businesses.

In his business transactions practice Dimitri represents privately-held businesses in the manufacturing, wholesale distribution, logistics, railroad, technology, and oil & gas industries. Dimitri assists his business clients with mergers and acquisitions, purchase and sale agreements, master service agreements, membership interest and stock transfers, entity restructurings, as well as other contractual and operational matters. 

Drawing on his years of experience as a commercial litigator and workout lawyer, Dimitri strives to recognize potential issues at an early stage and works to resolve conflicts strategically through effective negotiation, drafting and advocacy. Dimitri’s combination of transactional and litigation experience provides him with a unique ability to understand the underlying motivations of the parties, plainly distill complex commercial issues, and strongly advocate for favorable results that make business sense.

Dimitri is actively involved in the Colorado non-profit community, including as a member of the board of directors for Think 360 Arts for Learning, an organization dedicated to supporting the arts as a fundamental tool to enhance learning in Colorado classrooms.

Practice Areas

Industries Served


  • Represented a railroad and logistics company in connection with contracting matters and multiple acquisitions, including the acquisition of (i) the business and assets of three operating trans-loading facilities and a sand mine site from a Canadian company subject to a multi-jurisdictional bankruptcy proceeding, (ii) a manufacturing and oil field logistics business, and (iii) multiple railroads.
  • Represented a real estate investment and management company focused on the manufactured housing industry in connection with multiple fund formations and acquisitions, including a $130 million portfolio acquisition.
  • Assisted a real estate investment company in connection with its sale of a $70 million branded hotel in southern California.
  • Represented a non-profit in connection with its acquisition of several developable lots and a parking garage in downtown Denver, and a simultaneous sale of the parking garage to an unrelated third party.
  • Helped a Canadian-based brewing company form a U.S. subsidiary and represented the entity in connection with its acquisition of a brewery in Fort Collins and a brewpub development site in Denver.
  • Represented a investment company in connection with a joint venture for the development of a $200 million luxury condominium project in downtown Denver.
  • Counseled private investment company in connection with the restructuring of its multi-million dollar debt and equity investment in a technology venture, including the creation of an employee profit participation incentive plan.
  • Represented multi-family developer and property management company in connection with negotiating and structuring a complex, multi-year and multi-property joint venture that, in its first year, has acquired projects worth over $200 million.
  • Assisted a real estate investment company in connection with structuring and acquiring ownership stakes in branded resort properties located in Latin America.
  • Advised founder of event staffing business in connection with the sale of a majority of his membership interests to a third-party investment company for over $8 million.
  • Represented manufacturing, processing and wholesale distribution company in connection with a $27 million asset purchase and other strategic matters.
  • Reorganized family business to permit significant, institutional senior debt facility at holding company level.
  • Successfully appealed erroneous Board of Assessment Appeals decision involving complex property law issues that resulted in a significant tax refund and reduced tax valuation of client’s property by $6 million.
  • Represented national and regional banks in workouts, foreclosures and court proceedings related to their troubled commercial real estate loan portfolios, and successfully defended against claims of lender liability.
  • Assisted railroad client in connection with a complex mineral rights quiet title claim in Garfield County, Colorado involving over 40 adverse parties and millions of dollars in unpaid or underpaid royalties.  The client prevailed on the quiet title issues on summary judgment and was able to favorably resolve royalty claims through a pre-trial settlement.
  • Represented Denver-based real estate investment and development company at trial in a commercial lease dispute involving a mutual mistake of fact that resulted in a recovery to the client of over $130,000 in unpaid rent and common area maintenance charges.
  • Assisted national developer in defending against a complex lawsuit related to a development in southwestern Colorado in which plaintiffs alleged over $20 million in damages.  A majority of plaintiffs’ claims were dismissed through motions, which allowed the client to negotiate a favorable pre-trial settlement.


  • Otten Johnson Alert: Enforceability of Liquidated Damages Provisions in Colorado (September 2016)
  • Otten Johnson Alert: Prospective waiver of lender’s duty to bid good faith estimate of fair market value at foreclosure sale (January 2015)
  • Otten Johnson Alert: 2013 Mid-Session Legislative Update (March 2013)
  • Otten Johnson Alert: The Enforceability of Non-Compete Agreements (December 2012)
  • Otten Johnson Alert: Single Asset Real Estate Entities in Bankruptcy (July 2012)
  • Otten Johnson Alert: New Rules for Business and Real Estate Litigation in Denver Metro Area (January 2012)
  • Co-author: Credit Bidding at Foreclosure Sales (Otten Johnson Alert - September 2010)
  • Co-author: Treatment of Preferential Transfers in Bankruptcy (Otten Johnson Alert - January 2010)
  • Co-author: Choosing Arbitration? (Otten Johnson Alert - April 2009)

Awards & Involvement

  • Super Lawyers Rising Star (2013-2019)
  • Think 360 Arts: Board of Directors (2013-present)
  • Legal Aid Foundation Associates Advisory Board (2013-2014)
  • Colorado Lawyers for the Arts: Board of Directors (2012-2013)
  • Law Week Colorado "Compleat Lawyer" (2012)
  • Colorado Business Committee for the Arts (CBCA) Leadership Arts 2012


  • State of Colorado
  • U.S. District Court for the District of Colorado
  • Colorado Bar Association
  • Denver Bar Association


  • J.D., University of Iowa (2008); with Highest Distinction; Order of the Coif; Associate Note Editor, Journal of Transnational Law and Contemporary Problems
  • B.A., Comparative Literature, Colorado College (2005); Cum Laude