Real Estate Joint Venture Attorney in Tennessee

Most of these pair an operator who brings the expertise with capital partners who bring the funding. The structure is the entity formation, the JV operating agreement, the capital-contribution mechanics, the distribution waterfall, the control rights, and the exit terms. The provisions that actually get tested are operator authority and decision rights, capital-call mechanics and what happens on a missed call, the waterfall itself — preferred return, catch-up, promote, and clawback — major-decision approval thresholds, exit and forced-sale triggers, and removal-for-cause. Each of those is a place a good deal goes bad if the document is vague.

A single-asset acquisition, a ground-up development, a value-add reposition, and a multi-property fund-style structure are not the same deal and should not share one agreement. I draft new-deal JVs, and I also review the agreement an operator hands a capital partner — the review is often where a partner learns what the promote and the control terms really mean. Operator or investor, the agreement should reflect the economics and the risk you actually agreed to, not the ones the template assumed.

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