We (my partners and I) are trying to buy a comercial building. We had a signed lease with an option to buy. When we were trying to purchase it the lease expired. We had a signed purchase agreement so we weren't too worried because we thought we would own it. We paid a whole lot of $ out of our pocket to get a phase 1 and 2 environmental test done. It failed, so we could not get a mortgage. The landlord said she would hold the mortgage and pay for cleanup out of the monthly rent once she had enough. She died before we were able to get an agreement written up.

We have an established business running here and have a huge amount of time and $ into this building just to get it functional. We are trying to buy it and get it cleaned up.

We were paying rent to the 'kids' for about a half of a year. They said they couldn't write up a lease because the estate wasn't set up. We requested receipts every time and have them all. The kids couldn't agree on what was going on and we were told to only pay rent to a certain person. They had said the whole time they were working on setting up the estate. Recently their father also died so it seems the estate will be distributed. I'm worried they will try to boot us out and I'm wondering what legal rights we have and would greatly appreciate any help/suggestions anyone could give us.

Thanks in advance.

Marv

Marv. You have a very, very messy situation on your hands. Was there anyone else besides you and your partner(s) a party to the conversations/verbal agreements you had with the previous owner? Were there any lawyers or realtors involved in any of this prior to the previous owner's death?

If no one can sign an affidavit to substantiate your claims, you are going to have a very difficult time proving this agreement. It sounds like the "kids" aren't looking to take it all away. Is sounds like they are trying to muddle through. I suspect that there was a lot more money and holdings involved than just your building. When there are a lot of loose ends left after a person dies, and there are a bunch of people who will benefit, it can literally take years to resolve.

The best advice I can give to you is for you to seek out a real estate attorney, give him copies of all your paperwork on this with an explanation of what you want and what has occurred. Have him speak/deal directly with the estate attorney. Expect this to be long and drawn out. But, if the "kids" don't have a problem with you buying the building, it is just a matter of how much and when.

I hope this helped.

Hello marv:

Ruby is right on.

However, I am not patient... especially when I'm exposed, and they're not. Plus, every day my business makes money, it's building good will for THEM.

So, rather than just have my attorney WAIT for them to unravel their situation, I would explore pushing the envelope. Certainly, over time, they're going to realize that they've got you by the short hairs.

If they don't yet realize it, don't wait. Right now, they may value YOU more as a tenant, than you value THEM as a landlord. If they don't, act as though they should, and you might get their attention. Right now, you're a wheel that doesn't squeak. Start squeaking!

I suggest that no matter what they say, they DO have the authority to, at the very least, enter into a lease with you, that protects your purchase rights. I would push for that agreement. Why wait? If you have to leave, better to know it now rather than later.

excon

I agree with excon. All very good points and you have put a lot of money into this.

The problem here is that you can push and pull and be a general pain in the butt, BUT, it is ALL up to the estate attorney. Not to be too cynical here but they have a tendency to drag their feet. The longer things take, the more conversations they have with everyone, the more money they charge. I have seen estate attorneys squeeze an estate dry with less complications than are listed here. They can AND HAVE dragged stuff out for years only to leave the benefactors with nothing!

Your real estate attorney can put some pressure on the estate attorney and let them know (if they are taking too long) that they are running a serious risk in having a complaint filed against them. You will have control over pushing your own attorney for a resolution without having to get your hands messy.

One son of the deceased owner signed the original purchase agreement as a witness. A daughter knew of the mortgage and clean up agreement. We told her we wanted to buy the property soon after the owners death. She said OK, and said she was going to do what her mother was going to do, but might be singing a different tune now. We do not have any witnesses besides their family members and the 3 of us (partners)... They have been very careful who they say things around and would not sign a statement saying what they wanted for the building.
The owners previous lawyer was dumped by the owner for some unknown
(to us) reason. The person we are paying "rent" to currently speaks very crypticly. Supposively they are going to get a purchase agreement written up soon, but it feels very weird and I don't trust them.
My main concerns are:
* Does the original signed purchase agreement (signed as a witness by deceased's son) have any value?

*Is it possible for them to sell it out from under us? We have the purchase agreement and our lease gave us first refusal to buy and listed the purchase price.

Thanks

Marv

So what exactly would you recommend I/we do?

Does the original signed purchase agreement (signed as a witness by deceased's son) have any value? Hello again, marv:

No. You failed to complete your end, and I highly doubt it was open ended.


Is it possible for them to sell it out from under us? We have the purchase agreement and our lease gave us first refusal to buy and listed the purchase price.
Yes. You don't have a purchase agreement, and you don't have a lease.

That's kind of why I suggest you should DO something NOW.

excon

As I suggested in my original posting, you need to find a good real estate attorney in your area. Laws differ from state to state. He knows the laws of your area. Give him all your paperwork and any pertinent info. Give him the name of the owner's original lawyer. The original lawyer may have knowledge of her intentions. It doesn't mean that in a court it would be upheld, but your lawyer will be able to advise you further. You need to find someone now before you lose any more money.

Hello again, marv:

There's no question that the intentions of the original lease holder were, and are, clear among all the parties. So what? Without an agreement in force that continues that understanding, there is NO understanding.

In real estate - especially in real estate - written agreements are the ONLY thing that matters...

I agree with Ruby again. You might be able to lean on their good will to comply with the mothers' requests……. But, in the real world, when there's big bucks at stake, it ain't going to happen.

excon

I see. Thank you both for your help!
I'l let you know how it goes.


Marv

Yes Marvinmartian (by the way, one of my all time favorite cartoon characters). Please do let us know. I would be interested in finding out how you are able to work this out.

I'll throw some more advice into the pot. I would go to the local probate court and see if a will has been probated. With an estate as large as this may be it probably has. This can tell you who the executor of the estate is. THAT IS WHO YOU MUST DEAL WITH. That person has the power and authority to act on behalf of the estate. It doesn't matter what stage the estate management is in.

Then you go to that person, or send your attorney, and tell that person that you had a handshake deal with the property owner and you expect it to be honored and completed. You stand ready to purchase the property but want to get it completed ASAP.

Marvinmartian. As much as I adore excon, and he knows it ;), ScottGem is my go to guy for good solid logical advice. He has a very, very good suggestion here. But, I would definitely hire my own attorney to speak with the estate attorney. If they are practicing in the same area, they know each other. It is a good "in" to have and hopefully will speed up the process for you.

Well, the problem is the executor of the estate might not be an attorney. It could be one of the children. But whoever is the executor, is the ONE person who can make decisions. He may wish to consult with other benenficiaries before making a decision, but he's the one person who can sign off.

Thanks scottgem. I will find out. I am fairly sure we are dealing with the right person, but its an excellent idea.
I've called a local highly recommended real estate attorney, just waiting for a callback.
Again, thanks everyone for your help!

You are right (as always) Scott. I always assume that executors turn to attorneys to handle everything when there are a number of beneficiaries and large "loose ends" to tie up. I always forget the "Odd Couple" episode - "When you assume, you make an a _ _ out of U and Me!