Risks the agreement has to place
Many development projects stall over approvals before any ground is broken. A sound agreement says who pursues zoning changes, variances, or, in New York City, public land use review, who pays for that work, and what happens if approvals come back with conditions or not at all. It also deals with environmental conditions, which can surface late and change the budget. Money is the second pressure point: who funds pre-development costs, how cost overruns are shared, and when the developer's fee is earned. Delay is the third, and the agreement should say what counts as excused delay and what a missed milestone triggers.
Who decides, and how it ends
Control questions are easy to defer and hard to fix later. The agreement should name the decisions that need both sides' consent, such as changing the design, taking on debt, or bringing in a new partner, and say how deadlocks get broken. Exit terms matter as much as opening terms: buy-sell rights, grounds for termination, and what each side keeps if the project is abandoned. Where a public agency is a party, the agreement may also carry affordability, hiring, or community commitments that survive a sale. Before drafting, gather the site documents, any term sheet or letter of intent, the current budget and schedule, and existing loan or option agreements.
How we work through a draft
When you bring us a draft or a term sheet, we start by asking how the project is supposed to make money and for whom, because the agreement should protect that. We then read the document for gaps between what the parties said they meant and what the words actually do. Some issues are business points open to negotiation, and some are legal requirements that cannot be traded away, and we explain which is which. If the deal involves a joint venture entity, tax structuring, or construction financing, we coordinate those pieces rather than reviewing the agreement in isolation. The aim is a document you can rely on when the schedule slips.
