Help with terms for sale of raw land

Help with terms for sale of raw land

Investor · Vacaville, CA · Member since 2016 · 433 posts · 249 votes

I am selling approximately 30 acres for about $1m to an experienced developer/investor. He plans to have the property re-zoned from 1/2 acre lots to 1/3 acre lots. We have generally agreed on price and a timeline for getting the zoning done and are working to get this to a writing.  I am not represented by a Realtor any longer as my Realtor (the only land specialist in the area) proved to be incompetent but that's a story for a different day.  So all is good and now the buyer is suggesting that the payments be made about 1/3 up front, and 1/3 at 18 months and the last third at 36 months. He tells me this is a common "takedown" for this type of sale.  This buyer had made an offer last year, when I had my realtor, and it was a straight purchase so I assumed this would be too.  I am selling to him for a very fair price and yes I want to sell it but if it doesn't sell now then so be it. The price isn't so amazing that I feel I want to bend to much to make it happen.  Also, I don't need the money. However, for other reasons I would love to sell it and be done with it.  Overall I want the deal to be fair to both of us as I find most deals go smoother, and with better feelings, when things are fair to all concerned. I feel like by his terms I get no benefit for agreeing to the delayed payment but if things go to crap then he walks away and I don't sell the rest of the land.  It seems to me I should get something for agreeing to getting paid over time. I am curious what you experts think. I want to be reasonable. I am an attorney but do not have significant real estate or contract experience.  Again, any feedback/thoughts/suggestions would be appreciated. 

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Jay HinrichsBusiness Member
Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
8y

You want to talk to your CPA first and foremost you don't want to get in a situation were your deemed a dealer and lose your cap gain tax advantages.

that said a take down schedule like this is common in the industry.. although CA usually a million dollar property is not a lot.. vis a vi development ground.. and builder developers there usually stroke a check if needed.

I suspect though if your going to sell it in phases.

the land would be split into 3 phases and you deed out each phase as he pays if off.. but not individual lots that were your CPA can advise you on dealer status.

its common though in these scnerios to have accerlated payment

so you have  3 phases  333k each... you sell first phase for  400k.. second phase for 400k last phase for 200k.. this way you get a premium if he fails to buy the rest of the dirt

also in your contract make SURE you demand that all work product engineering soils geo tech that type of stuff is once paid for your property as well.

usually in vanilla real estate transaction on the west coast I don't recommend or see the need for a lawyer but in this case I would find a good real estate lawyer tell him these basic terms and things you need then let him prepare the contract..

hope that helps.. and assuming the dirt is in CA.. of course.

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  • Developer · Sacramento, CA · Member since 2016 · 464 posts · 143 votes
    8y

    Wow Jon, sound like an awesome opportunity. That's a lot of land, finding the right people to work with is the hardest challenge you will face. Make sure you get everything in writing and have a legal professional review the contract. If you don't need the money immediately why are you selling? I've been involved in this type of process a few times feel free to reach out.

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    8y

    You want to talk to your CPA first and foremost you don't want to get in a situation were your deemed a dealer and lose your cap gain tax advantages.

    that said a take down schedule like this is common in the industry.. although CA usually a million dollar property is not a lot.. vis a vi development ground.. and builder developers there usually stroke a check if needed.

    I suspect though if your going to sell it in phases.

    the land would be split into 3 phases and you deed out each phase as he pays if off.. but not individual lots that were your CPA can advise you on dealer status.

    its common though in these scnerios to have accerlated payment

    so you have  3 phases  333k each... you sell first phase for  400k.. second phase for 400k last phase for 200k.. this way you get a premium if he fails to buy the rest of the dirt

    also in your contract make SURE you demand that all work product engineering soils geo tech that type of stuff is once paid for your property as well.

    usually in vanilla real estate transaction on the west coast I don't recommend or see the need for a lawyer but in this case I would find a good real estate lawyer tell him these basic terms and things you need then let him prepare the contract..

    hope that helps.. and assuming the dirt is in CA.. of course.

  • Investor · Vacaville, CA · Member since 2016 · 433 posts · 249 votes
    8y

    @Jay Hinrichs excellent information as usual. Thank you. The property is not in Cali unfortunately. It's in Utah.  I didn't totally understand this:

    "also in your contract make SURE you demand that all work product engineering soils geo tech that type of stuff is once paid for your property as well."

    Can you explain that?  Again, THANK YOU!

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    8y

    sure thing.

    your developer/buyer/builder is going to need to pay out side consultants to prosecute the subdivision plat..

    this may include among other things the following depending on jurisdiction:

    survey work

    engineering work

    soil  testing

    geo tech reports.

    city and state applications

    etc etc..

    you want it in your contract that when this developer pays for these items.. that they are also your property.. in other words if he does not follow through he hands them over to you..

    because these items are the property of who ever hired the consultant you have to specify in your contract that the buyer if they don't go through with the deal will hand this stuff over to you.

    this will help U resell if needed or prosecute the map your self without having to pay for these things all over again.

  • Investor · Vacaville, CA · Member since 2016 · 433 posts · 249 votes
    8y

    @Jay Hinrichs Big thanks!

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    8y

    @John P.  no problem its not real complicated you just don't know what you don't know until you experience it.

    you want your experience or knowledge to equal or exceed your buyer so you can best position yourself.

    for not in the business land owners selling to developers.

    for me the short to do list is

    1. first and foremost talk with your CPA and make sure they understand what your doing.. don't want to box yourself into a tax situation you don't care for.

    2. tight contract.. remember builder/developers by and large are sophisticated buyers.. so need to level the playing field.. this is not some wholesaler trying to snake a property.

    3. once figure out have a good RE attorney draft the contract don't use standard board of realtor or MLS forms.. it should be a custom contract in my mind.. UNLESS its just a straight cash sale chicken guts feathers and all on day of closing then any old contract will basically do.. they either pay your full amount and you deed to them with title insurance or they miss the close date and contract expires.

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