A 165k assignment fee moved into a consulting agreement dated the day before closing is worth picking apart

Worth walking through a structure that shows up occasionally on distressed estate assignments, because it raises real questions about intent. Say a 2.3M contract has an assignment fee structured unusually. The assignment agreement itself shows a nominal $10 consideration. The real fee, say 165k, shows up in a separate consulting agreement between the buyer's LLC and the assignor's LLC, dated the day before closing, described only as acquisition advisory services, with no scope, no deliverable, no hours listed, wired outside of escrow. Nothing about that fee appears on the settlement statement, and the seller's estate signs nothing referencing it. An addendum giving the assignor the right to market the property and assign the agreement to any party at its discretion is the only place the concept shows up at all, and only the seller initials it. The open questions in a structure like this: whether the split is doing something for tax treatment, for the seller's benefit, or for limiting the assignor's exposure if the estate's heirs later ask what the middle party made. The concern worth naming plainly is that a payment engineered to sit outside the transaction is often the payment someone regrets later, and anyone with money in that room inherits some of that exposure. Having a real estate attorney licensed in the relevant state review a structure like this before moving forward is the right call, since disclosure rules and what must appear on a settlement statement differ state to state. Anyone who has seen this structure used for an ordinary, defensible reason is worth hearing from, because on its face it reads as a structure built to avoid scrutiny rather than to serve a legitimate purpose.