Case Study
He Did Not Own The Building He Was Trying To Sell
A retiring owner believed he held a share of his building. The records said otherwise, and that he could not sell it.
A confident belief about ownership, left unchecked, can send a seller and any buyer who relies on him down a road the records closed years earlier. This is one example, anonymized.
The Assignment
A professional preparing to retire asked us to find a buyer for his ownership in his building and a buyer for his practice, the going concern. Two sales, one clean exit.
The Claim
He represented, plainly, that he owned a meaningful percentage of the building and could sell that real estate interest alongside the practice.
The Examination
We went to the records that govern what he actually held: the entity's formation and operating agreement, the membership ledger, the title, and the lease on the space he occupied.
The Finding
He did not own a piece of the building. He held a minority interest in a company that owned it. The company's founder had died, its members were largely one family, and he paid rent on his own suite while receiving annual distributions. The operating agreement permitted transfers, but a strong right of first refusal made a minority interest effectively unsaleable on the open market. He could not sell what he believed he owned, and did not know it.
The Outcome
We delivered the finding in writing before he spent months and goodwill marketing an interest that could not be sold as imagined. The practice could be sold on its own merits. The building interest could not, and a right of first refusal, not a buyer, would decide its fate.
The Lesson
A share of a company that owns real estate is not real estate. It is an investment in a business, with different rights. Ownership is what the documents say, not what you remember. Before a sale is marketed, confirm what is held, in whose name, under what entity, and whether the holder is free to sell it at all.
This is the gap forensic real estate due diligence exists to close. The detail others miss is usually the detail that decides the deal.