Here's how it went down-very long - Posted by Brad (sd)

Posted by Brad (sd) on December 15, 2002 at 23:21:30:

Hi Zack,
I think that is a pretty good clause to include, nothing can be bad about a little more security. I’m not sure yet, but after calling some “we buy houses” ads in the paper to generate a buyers list and asking about attorneys, I think I might give referals to these guys for a little while to learn. I’d prefer not to, but I think I could learn a lot from doing so. Still havent decided yet. Thanks for the tip though!
Have a good day Zack!
-Brad Pennington

Here’s how it went down-very long - Posted by Brad (sd)

Posted by Brad (sd) on December 13, 2002 at 17:34:33:

So I show up, fill out some little form and go into his office with him. Tell him I’d like him to look over some documents that I’ve acquired to make sure ther’re legit. He does, very quickly, and says I have a lot of stuff. Yep.

ATTORNEY-“So what do you want to do?”

ME-“Stop being poor and make some money. I basically want to find owners of houses who would like to sell, below market value, then sign a contract, find a new buyer, assign contract and get some money. Or I could go to double-close.”

A-“Why would you want to double-close?”

M-“So I can make more money.”

A-“OK. I see some problems here though. Why do you want to use a Contract for Purchase?”

M-“So I can assign my position or keep my position and close with 3rd party.”

A-“Your probably not going to find a escrow or title company who will do that, not now.”

M-“Oh really?”

A-“It seems to me that you’d be better off using a straight Option to Purchase instead of a Contract.”

M-“Why?”

A-“You have different responsibilities in an Option than a Contract. There are certain things that are required of you if you sell RE via a Contract like disclosure of properties condition, which you wouldnt even know about if you sold quickly.”

M-“But if I have contingency clauses in the Contract which states that property is sold as-is then its ok right?”

A-“No, you are still responsible. You’ll also be acting as a RE BROKER if you assign.”

M-“Really? I’ve never heard that and I know people here in CA that do it. I’m not bringing the buyer and seller together, I’m bringing myself and the seller together and then assigning MY position in the Contract to the buyer.”

A-“Well, that puts a VERY fine point on it. That seems subject to interpretation. You dont want to deal with the Comminsion of RE.”

M-“No, no I dont. It just seems very odd to me that your saying its illegal unless you are licensed. I dont understand.”

A-“Maybe the people who do this are lucky. The people they likely deal with are not in a position to bring it to anyones attention.”

M-“So why is an Option better?”

A-“It’s much simpler for one thing. You dont have a double-close either, which is expensive. The Option simply provides you with the option to purchase under a certain amount of time, and if you dont buy the property then you’re not breaking a contract because you never stated you would buy it, you simply had the OPTION to buy it. The seller on the other hand, must sell it to you if you desire. With an aption you could simply assign it.”

M-“So it sounds exactly like what I want to do. But I still dont understand why I cant just put in contingencies which state that my purchase is dependent upon…partners approval, inspection, financing, etc etc etc… I would also state that the contract is assignable and that I probably wont be the one to close with them. How is that different than what your suggesting?”

A-“If the other party doesnt close then what?”

M-“I have a spot on the assignment of contract where the seller signs and it states that all parties release me from liablity.”

A-“It seems very tricky. I dont know why you wouldnt make it so much more simple and use an Option?”

M-“I think there’s a pschological element to the seller seeing a purchase contract which would help to cement the deal.”

A-“Yes, there probably is. So you have a seller sign the Contract with you and they think “ok, my house is now going to be sold!”, but you assign the contract and the assignee doesnt perform. Then what?”

M-“Thats a good point, but I dont think I would ever present it like that unless I was really confident that the house would close. I want to be on the up-and-up here, I want to tell them that I probably wont close with them and that I’m going to assign this contract to another person who’ll close. Besides, if I’m good then I’ll have gotten the houes for the right price and it will probably close in less than 2 days!”

(It had become a little tense by this point because I really wanted to figure this out! I needed to know what he was talking about and WHY he thought my idea was no good. His last comment where he impersonated a seller portrayed the investor(me) in a real shi*ty light. I was getting kinda tired of it. So it put the ball in his court.)

M-“Well, like I said before…I’m new, I’ve never done this before, so where do we go from here?”(silence)

A-“If I were you, I’d go get a real estate license and learn this business that way.”

M-“Yea, I thought of that before, but I dont really want to be an agent.”

A-“I think you need to find some houses first, then come back and I’d be more that happy to draft the documents for you.”

M-“I just want to have documents first so I feel confident to go out and make some offers. Sorry if I came off rough or anything, I didnt mean for it to seem that way.”

A-“No I understand, its good that your doing this now, most of the people I meet didnt do this and I deal with the aftermath.”

M-“THanks a lot, I appreciate your candor.”

A-“Give me a call if you ever need me to look over a deal.”
(Handshake, smile, stand up…)
M-“Ok, have a nice day.”

A-“Have a good day.”
(I’m out the door)

I apologize that this is so long but I wanted to document the occasion.
-Brad Pennington -CA

Re: Here’s how it went down-very long - Posted by Joe C. (AR)

Posted by Joe C. (AR) on December 15, 2002 at 04:03:58:

Brad,
It seems to me that the attorney was trying to give you some good advice. You are less likely to have the legal problems associated with failure to perform by using an option. Of course your seller may be more reluctant to deal with you as well. From a legal standpoint, an option is much “cleaner” and accomplishes the same objective. It gives you effective control of the property for some period of time. I think the attorney sensed your inexperience and was trying to expose you to some realistic possible risk.
Things can go wrong and you should be prepared, financially as well as legally. If a PO’d seller with an agressive attorney decides to sue you for “non-performance”, you will have legal expenses even if your “weasel clauses” are adequate; and if they can show that you never close yourself but always assign, then they could claim your are just trying to skirt RE Commission regulations (which you are).
You also have a moral obligation to your seller. The seller may make personal as well as financial commitments based on his/her expectation that you will perform.
The bottom line is that if you use a contract rather than an option, you should be prepared to perform if your buyer backs out. If not, expect to see your name in the newspaper and to pay some heafty legal fees at some point. Maybe you can beat the odds, but most attorneys and experienced RE investors wouldn’t bet on it.
Just my .02
Joe C. (AR)

Re: Here’s how it went down-very long - Posted by Kristine-CA

Posted by Kristine-CA on December 13, 2002 at 17:54:03:

Brad. Does this guy practice RE law 100% of the time? Or perhaps he has just opened his own practice following working as legal counsel to a large mortgage firm?

Remember, legal advice is often very, very cautious. My lawyer prefers options. Who wouldn’t? No lawyer will recommend that you put weasel clauses in your purchase contract (approval of partners, blah, blah, blah). That’s bogus and everyone knows it. Why go there? I don’t use one of those clauses because it’s dishonest. People fall out of escrow all day long for all kinds of reasons. If you get really, really sick tomorrow or have a huge financial emergency, you won’t be closing. No amount of clauses is going to make the unforeseeable go away.

Regarding assignees not closing: if your assignee doesn’t close, he was contractually obligated to close and the seller can sue for performance and keep deposits, etc. Same as if you didn’t close. Your seller is not in a legally advantageous position to sue. Your obligation to perform was assigned. However, anybody can sue anybody for anything so that’s why some people recommend having the seller sign off.

There is no way that the lawyer you spoke with today works with lots of investors. You may be young and/or inexperienced, but if he really deals with investor clients in CA, he has seen everything you described.

Advising someone to become an agent is patronizing and out of line given the purpose of the visit. Time to start making some more calls.

Sincerely, Kristine

Great fun though! - Posted by Brad (sd)

Posted by Brad (sd) on December 13, 2002 at 17:40:29:

YeeWhaaaw!
Finally, meeting with a real live professional in a real live professional office! Human interaction is the biggest motivator I’ve found yet! It would have been nice if he knew excactly what I was talking about, reviewed all my doc’s and I gave him $200, BUT its quite alright that things happened the way they did. Good experience and has made my heart pump a little. This guys been doing it for 25 years and I interacted suprisingly well with him in an knowledgable way…fantastic.

On the way home I stopped and picked up my first set of business cards! Very nice ones, good texture, nice little picture, good color.

Thanks for listening!
-Brad Pennington

Re: Here’s how it went down-very long - Posted by Zack

Posted by Zack on December 15, 2002 at 21:30:37:

I agree that you should always have a backup plan in case your buyer doesn’t preform, but I would suggest putting in a clause that says something like this:

“If buyer breaches buyer’s obligations or warranties herein, holder may pay the earnest money to seller by check, which shall constitute liquidated damages in full settlement of all claims of seller. It is agreed to by the parties that such liquidated damages are not a penalty and a good faith estimate of seller’s actual damages, which damages are difficult to ascertain.”

This is an excerpt from the contract I use.

Re: Here’s how it went down-very long - Posted by Brad (sd)

Posted by Brad (sd) on December 15, 2002 at 13:02:40:

Hey Joe,
I understand what your saying, and I did agree with the attorney that it seemed a much safer route for me at first. My problem though was that he didnt want to help the way I wanted it. I want some forms to be review, independent of a deal, so that I have them on hand to use in the field. I dont think I’d have enough time/money to find a deal, then negotiate, then have him draft up the paperwork and then find another buyer. It seems like an unneeded middle step to me. I’m a pretty smart guy and if I had a Option form ready to go I’m sure I could fill it out right.

At one point he did that little role-playing scenario which made it seem like I was a crook and an evil person. It didnt seem very nice to me, nor professional. I’m POSITIVE that he smelled my newness because I told him I’m new and am just starting out.

Basically I didnt feel like he was on my side. Thats the bottom line isnt it? I would have liked to have left the meeting with some forms so I could and make some offers, even Option offers.
Thanks for your comments, they’re completely fair and on point. It was other issues with him that didnt ‘feel’ right. ya know!?!
Anyways, thanks again!
Have a great day!
-Brad Pennington

Re: Great fun though! - Posted by GL(ON)

Posted by GL(ON) on December 13, 2002 at 17:51:14:

WhaT A RusH LOL.

So how do you feel? Was it easier than you feared? Are you glad you didn’t chicken out?

That’s what I mean by doing it is better than not doing it (even when it doesn’t go perfectly).

From what the lawyer said, maybe you should be looking at lease options.