One of the worst members of the legal profession is the attorney known as a “deal killer”. They walk the earth bringing nothing but misfortune and lost opportunities to the real estate industry – and sometimes they show up in RV Park deals. In this RV Park Mastery podcast , we’re going to review the standard methods of disarming this type of human roadblock.
Episode 144: How To Survive "Deal-Killing" Attorneys Transcript
There are attorneys that are great at reading legal documents. They can read your bank documents and tell you where there are flaws. They can look at a survey or a title and tell you what needs to be improved upon. They can resolve situations with the city or a customer. But then there's also another type of attorney out there which is dreaded, which doesn't really ever produce anything positive, and instead is more of a hindrance to getting deals done. This is Frank Rolfe with the RV Park Mastery podcast. We're talking about deal-killing attorneys. It's a very special form of the law, very unusual little sector. And I thought we'd go over what a deal-killing attorney is and then how you try and work around them. So where do you find a deal-killing attorney and what are they? Well, you typically run into them when you're trying to buy an RV park or maybe sell your RV park. And these are attorneys that even though an attorney is someone who's working for you, they start to get the idea somehow that their job is to make sure that transactions never happen. It's the very reverse of what most dealmakers want.
So they're a human roadblock. They stand in the path of progress, always. Now, why do they do that? Why would a deal-killing attorney tell any seller of an RV park, oh, no, this document's a piece of junk, you can't go with this. Why does that happen? Well, typically what's going on is the attorney is trying to milk the account for all it's worth. Also trying to build loyalty with their client to show that they're a hard-nosed, hard-charging kind of person. And because they're just not entrepreneurial, they just don't see the big picture. They don't realize that the key to happiness in life is to get deals done, they've never gotten deals done. They basically work in an office, maybe in a cubicle, and they know absolutely nothing about buy low, sell high, or any of the big issues that create value in life. So they're very misguided in what they do yet you will run into them from time to time in your RV park career. So what can you do with that? Well, what motivates the seller, obviously, is they're trying to get that thing sold.
And that's why they want to enter into an agreement with you, is their desire to sell it for whatever personal reason they have. Maybe they're tired of the RV park business, maybe they're old, maybe they have medical issues, maybe they want to move closer to their grandkids. Who knows what the situation is. But it's gonna be a complete fail if they go out to the market to get the thing sold and yet they can't. And they can't because the attorney turns down every possible buyer. Says, no, this person is no good. No, this contract's no good. No, those terms are ridiculous. No, that price is never gonna work. So how do you outmaneuver the deal-killing attorney? Well, the first thing you want to do is, when they start giving you all these problems with your contract, and they'll have many. I've seen deal-killing attorneys who mark up just a standard contract with 100 redlined issues, give on the ones that don't matter. So the ones that do matter in an agreement are the price you're going to pay, and the terms if they're gonna carry the paper on it, and your due diligence period and your financing contingency and the fact that it has to have 100% no ability for the seller to cancel.
So it has to have that the seller always has specific performance and the buyer never has specific performance. Those are the important issues. But there's a whole lot you can give on. Deal-killing attorneys typically, because they're trying to milk it for all it's worth, will throw things in they deliberately know that mean nothing, like adding in on the time the contract ends, what time zone it's in, those kinds of issues. So give on everything you can. That disarms them. They want to make you look like you are the problem, that you are the deal killer. But it's hard to paint you in that light when to almost all of their changes, all the minor ones, you say, oh, okay. Yeah, we can do that. Also, you can try and threaten to drop out of the deal, because if you were to drop out of the deal, what's gonna happen is there won't be a sale. And if there's not a sale, it's unlikely that seller is gonna feel very happy about paying the bill, this giant legal bill for a sale that never happened. And they're very aware of that. So when they sense they've pushed you too far, when they sense that you're going to bail, they'll often try and suck you back in.
But their goal is to try and keep this deal in the negotiation phase as long as they humanly can. The longer it goes, the more billable hours that are there. But sometimes even trying to drop out of the deal doesn't solve it because the attorney is thinking, well, I don't care. So if this guy bails, I'll send the seller my bill for this one, and then we'll have another buyer and I'll rack up a bunch more billable hours and do it again. This is like the best deal ever. This is like mailbox money. It's like having this residual, this RV park deal. Oh, man, I'll make sure that never goes through ever. And when you realize it's not going to happen, there's no way you can get around the deal-killing attorney by working with them or any kind of common sense, just go directly to the buyer. I'm sorry, not the buyer, you're the buyer. Go directly to the seller and say, look, I'm trying to buy this RV park, but you've got this deal-killing attorney, and no matter what I do, it's never good enough. It never resonates with them. So all my effort, I'm turned away constantly.
I've tried everything. And so I was gonna give up, but then I thought, no, I thought I would reach out to you as the seller and say, look, who's the boss here? Is it you or your attorney? I think it's you. I know you want to sell. I know that I want to buy. You're gonna have to do something about this attorney. Often when you have that conversation with the seller, they already kind of felt the same way. They even got tired of this deal being dragged on and on and on, and they'll call the attorney and say, hey, what's the deal with this? The buyer came to me and said you've just been killing this deal, and you know if this deal doesn't close, I'm not gonna pay you. So I don't know what you're doing here. So we need to get this thing closed, you hear me? Let's get this thing done. Then you've really turned a corner, because now the big show, the big milking that was going on, is now causing an uprising, it's causing a reaction. So now they'll say, well, gosh, you know what? I think I may have overdone it, so I better go ahead and get this deal done. We've had many such conversations over the decades with RV park sellers, and that typically is how it ends. Because normally the seller wants his money, he wants to get the thing done. Also, in the interim, what will also help you is sometimes they've already received in the first legal bill, and it's more than they budgeted, and they're terrified about the fact there's more still to come. In life, there's a general rule, there's nobody that you can't step over, step around, or step on. And a deal-killing attorney definitely falls into that category. This is Frank Rolfe with the RV Park Mastery podcast. Hope you enjoyed this, talk to you again soon.