Reading a commercial assignment clause that requires seller consent
Commercial purchase agreements read differently from residential ones, and an assignment clause is a common place that shows up. Take a small industrial flex building, 14,000 feet, two tenants, asking 890k, with a clause stating the agreement may not be assigned without the prior written consent of seller, which consent may be withheld in seller's sole discretion, compared to a residential contract that simply says assignable. A few things worth understanding rather than guessing at: When a seller can refuse consent for any reason, wholesaling the contract as written becomes harder, not impossible. Some operators ask up front whether the seller will consider an assignment, others structure around it entirely. A common carve-out allows assignment to an entity controlled by the buyer without consent. That clause exists primarily for tax and entity-structuring purposes, letting a buyer take title through an LLC, not as a general workaround for selling one's contractual position to an unrelated third party. Reading it as permission to wholesale is usually a mistake. A 20k deposit with a 21 day due diligence period that becomes non-refundable at expiration regardless of closing is fairly typical for a deal this size, though larger or more complex commercial properties sometimes see 30 to 45 days. 21 days is on the tighter end but not unusual. When an assignment clause this restrictive sits against a tight offer deadline and no buyer lined up, the safer path is usually a direct conversation with the listing broker about how the seller actually views assignment, or securing the deal through a controlled entity and lining up the resale separately, rather than assuming the standard wholesale structure applies.
