Writing ยท Capital / Finance / Investing
One Clause Cost Two Pros $43M, Hereโs How to Avoid Their Mistake
AND WHY YOU SHOULD ๐๐๐๐๐ EVER ๐๐๐๐ ๐ ๐๐๐๐๐๐๐๐ ๐๐๐๐๐๐๐๐๐.
That line usually gets an eye roll from newer investors.
Until they see what it actually looks like when things go wrong.
Hereโs a clean, expensive example.
The former CEO ofย Vornado Realty Trustย and his partner are now fighting a lawsuit tied to $43M+ in personal exposure on a South Beach hotel.
The asset isย The Goodtime Hotel.
The lender isย CIM Group.
The claim centers on a โdrafting errorโ in the loan documents that allegedly turned a short-term carry guarantee into something that runs until stabilization. That can mean years.
The sponsors say the lawyers missed it.
The lender says the document governs.
Both can be true.
Only one matters after you sign.
Personal guarantees destroy developers on bad deals.
How?
Through definitions.
Through dates.
Through words that look harmless in a 300-page loan agreement.
โStabilization date.โ
โCarry costs.โ
โForbearance.โ
โAmended guarantee.โ
Each one sounds manageable on its own.
Stack them together, and you have a financial tripwire tied to your personal balance sheet.
Iโve closed and operated more than 30,000 units.
Iโve watched successful people spend years and millions trying to unwind language they โunderstoodโ at signing.
Blaming the lawyer is comforting.
It doesnโt fix the outcome.
Hereโs how to approach them.
Avoid personal guarantees whenever possible. If the deal only works with one, my advice is donโt do the deal.
If a guarantee is unavoidable, treat it like a bomb-disposal exercise. Triggering events.Termination dates. Caps. Definitions. Every scenario is written out in plain English.
Demand a one-page loan covenant & guarantee cheat sheet. A hard list of every clause that can cost you real money, when it activates, and how it dies.
Pay for top-tier legal talent and use them aggressively. Good lawyers are not overhead. They are deal insurance. I bet the former CEO of Vornado would have paid double or triple his legal fees to avoid this mess!
Equity is capped.
Fees are capped.
Personal guarantees are not unless you make them that way.
The article below is worth reading in full.
Successful people.
A great brand.
A single clause doing outsized damage.
If you think this canโt happen to you, you havenโt read enough loan documents or done enough deals.
https://lnkd.in/ezJdi_VU