Writing an offer on land with business and cabins - Questions for PSA

Writing an offer on land with business and cabins - Questions for PSA

Investor · Snohomish, WA · Member since 2013 · 629 posts · 84 votes

Hello Fellow Brokerage/Investors Community!

I am a commercial real estate broker in Washington State and very familiar with writing offers on investment real estate; however, I am writing an offer on a 50 acre farm in Washington State. The farm has two zoning designations with most of it being commercial timber and three non-conforming buildings as they were built before the zoning code existed. There is an operating business on the farm as well which I don't think has licenses or anything.

I am representing myself in the transaction and thinking to simultaneously submit two offers for the owner to choose whichever he prefers, the difference between the two is as follows:

1.All Cash, full price with subtracting my commission, Owner to assist me in replacing septic and well and pay 50% of the costs out of his pocket and carry a note for the remaining balance of the repairs for 2 years, 2 year amortization at 2% interest with monthly payments.

2.All Cash, $20,000 less than asking price, I purchase the property “As-Is” and deal with septic and well on my own.

As this is a lot of land, a few structures, etc – is there anything difference I should be aware of in this purchase and sale agreement that I wouldn’t do for a typical commercial building?

Thank You!

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  • Investor · Snohomish, WA · Member since 2013 · 629 posts · 84 votes
    12y

    Another question would be how do I enforce the splitting of the septic and well should he choose this? Is drafting this as part of an addendum and handling it outside of closing possible or would I need to do this all before close. Seems like there could be a way to have the extra $20,000 I will be paying to do this option be held by escrow and not released until the work is completed?

  • Real Estate Broker · San Leandro, CA · Member since 2010 · 47 posts · 10 votes
    12y
    Are you buying the business or just the land?When a business is involved it should be on a business purchase contract. Also may require bulk sale transfer transaction, escrow is handled differently. Do you need the income from the business? If so, I would want to make sure it will continue operation after the purchase. The other items you mentioned? What does the seller want/need? Do you need environmental studies? Is the property loanable so when you sell it or refinance it, you or a new buyer can obtain financing on it?
  • Investor · Snohomish, WA · Member since 2013 · 629 posts · 84 votes
    12y

    @Michael C. Thanks for the response. I am buying the land, and the business - but not in the traditional sense of buying a business. It's not a licensed business but rather just a mom and pop style Christmas Tree Farm that is a one-man show by someone who doesn't really keep books and records or anything. The value is in the 5 years of remaining inventory which is planted in the ground. Would it still be necessary to use a business purchase contract and bulk sale transaction? While I am after the business aspect, I am more-so after the land as that is where the value is. I do not need income from the business as it's not much but I would prefer and intend to continue it. The seller doesn't need anything. He is 83 running it himself and just wants to see someone else who will buy it and continue the operation as he is becoming more unable each year. I don't necessarily care to have environmental studies completed at this time. The probably would be loanable under some sort of Agricultural loan, I am not sure about traditional or conventional financing though - I don't intend to refinance or sell it. As it's just land I would prefer to just own it free and clear for the foreseeable future.

  • Real Estate Broker · San Leandro, CA · Member since 2010 · 47 posts · 10 votes
    12y

    Hi Zach, I would not take this lightly I suggest you check with a CPA or tax advisor in the state the property is located in about the tree farm and a business broker that specializes in this type of transaction to be sure.

    If the seller is reporting income from the tree farm, the year after he files returns the Tax Man might question how he show the sale of the land and income from the tree farm. If you have not seen his prior year returns you will not know. Maybe you can talk to his tax preparer.

    regarding splitting the parcel, the county can show you the requirements to split the lot. If you hold the funds in escrow, Make sure you can release without the sellers approval but upon an event. If you are unable to accomplish your goal, what will happen to the funds?

  • Investor · Snohomish, WA · Member since 2013 · 629 posts · 84 votes
    12y

    @Michael C. That's a good idea. I was going to talk to my CPA but it would be good to speak with his as well. Apprecaite the thought!

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