Risk & DD | Vetting
Vetting a JV Partner: Red Flags and Green Lights
A bad partner with a great agreement still ends in court. The single highest-leverage thing you can do before signing a JV is talk to people who have worked with the other side before. This page is the diligence checklist.
Red Flags — Walk Away
- ✕No track record on completed multiplex or similar scale projects
- ✕Evasive about previous project P&Ls or failed deals
- ✕Unwilling to provide references from past capital partners or lenders
- ✕Rushing to sign before lawyers have reviewed the LOI
- ✕Vague on the buy-sell, default, and dispute resolution sections
- ✕History of liens, judgments, or regulatory complaints (BC Registry, court records)
- ✕Demands personal guarantees from you without reciprocating
- ✕Wants to control both the GC contract and the sponsor role without oversight
- ✕Cannot explain the capital stack in one sitting without notes
Green Lights — Lean In
- ✓Completed at least one comparable project with a published outcome
- ✓Provides references that you can call without pre-approval
- ✓Walks you through a failed deal honestly
- ✓Open-book on fees, markups, and any related-party vendors
- ✓Has legal and accounting teams they have used for more than one project
- ✓Willing to sign a mutual NDA and non-circumvent without friction
- ✓Can articulate the downside case in plain numbers, not just the upside
Nine Diligence Questions to Ask Before Signing
Track Record
How many multiplex projects have you completed start-to-finish?
Track Record
Walk me through your worst project. What went wrong, what did you do, what was the outcome for partners?
References
Can I speak to two past capital partners and one past landowner partner without being pre-coached?
Financials
What is your personal financial position? Will you sign personal guarantees on this loan?
Financials
Do you have other active projects? If so, where is your cash and time going?
Legal History
Have you ever been named in a construction lien, builder dispute, or partnership dispute?
Operations
Who controls the construction draws? Who reviews them? Is there an independent QS?
Related Parties
Will any vendors on this project be owned or controlled by you or your family?
Exit
How have your prior projects exited? What did the waterfall actually pay each tier?
Best For
- ✓ Anyone meeting a prospective JV partner for the first time
- ✓ Capital partners building a vetting process
- ✓ Sponsors assessing a landowner who might be hard to deal with
Usually Fails When
- ✕ You only ask the questions on the upside scenario
- ✕ You skip the reference calls
- ✕ You sign before legal review
What To Verify Before Spending Money
- → You spoke to references the partner did not pre-coach
- → You searched BC court records for litigation history
- → Your gut and the data agree
Official Sources Referenced
Explore Your Lot's Joint Venture Potential
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